Loan (Qantas Empire Airways Limited) Act 1964 (Cth)

LOAN (QANTAS EMPIRE AIRWAYS LIMITED).

 

No. 15 of 1964.

An Act to approve the raising by way of Loan of Moneys in the Currency of the United States of America to be lent to Qantas Empire Airways Limited, and for purposes connected therewith.

[Assented to 6th May, 1964.]

BE it enacted by the Queen’s Most Excellent Majesty, the Senate, and the House of Representatives of the Commonwealth of Australia, as follows:—

Short title.

1. This Act may be cited as the Loan (Qantas Empire Airways Limited) Act 1964.

Commencement.

2. This Act shall come into operation on the day on which it receives the Royal Assent.

Interpretation.

3.—(1.) In this Act, “the Loan Agreement” means the agreement entered into between the Commonwealth and various lenders in the United States of America a copy of which is set out in the Schedule to this Act.

(2.) For the purposes of this Act, the Series A Notes and the Series B Notes delivered by the Commonwealth under the Loan Agreement shall be deemed to form part of the Loan Agreement.

 

Approval of borrowing.

4. The borrowing by the Treasurer, on behalf of the Commonwealth, in accordance with the Loan Agreement, of moneys in the currency of the United States of America not exceeding in the whole Twenty-five million dollars is approved.

Application of moneys.

5.—(1.) For the purpose of making available to Qantas Empire Airways Limited moneys required by that company in connexion with the purchase by that company of jet aircraft and related equipment, the Treasurer may, on behalf of the Commonwealth, lend to that company, upon such terms and conditions as he determines, amounts equivalent to the moneys borrowed under the Loan Agreement.

(2.) The moneys required for the purpose of loans under the last preceding sub-section are payable out of the Loan Fund, which is to the necessary extent appropriated accordingly.

Expenses and charges.

6. The expenses of borrowing under the Loan Agreement, and any commitment fee, interest or other payment payable under that Agreement (including any payment under section seven of the Agreement), shall be paid out of the Consolidated Revenue Fund.

Repayment of loan moneys.

7. Moneys borrowed under the Loan Agreement shall be repaid out of the Consolidated Revenue Fund in accordance with the provisions of the Loan Agreement.

Appropriation of Consolidated Revenue Fund.

8. The Consolidated Revenue Fund is appropriated to the extent necessary for the purposes of the last two preceding sections.

National Debt Sinking Fund Act not to apply.

9. The National Debt Sinking Fund Act 1923–1959 does not apply in relation to moneys borrowed under the Loan Agreement.

 

THE SCHEDULE. Section 3.

 

Loan Agreement dated as of March 12, 1964 between Commonwealth of Australia (the ‘‘Commonwealth”), the Banks named in Section 1 hereof (the “Banks”) and Morgan Guaranty Trust Company of New York, as Agent (the “Agent”).

The Commonwealth has requested the Banks to make loans to it for the purpose of enabling the Commonwealth to make available to Qantas Empire Airways Limited (“Qantas”) amounts in United States Dollars (“dollars”) required by Qantas to assist

 

The Schedule—continued.

in the financing of the purchase of jet aircraft and related equipment manufactured in the United States. Upon the terms hereof the Banks are prepared to make loans for such purpose. Accordingly, the parties agree as follows:

Section 1. Each Bank severally agrees to make loans in dollars to the Commonwealth at the latter’s request at any time or from time to time prior to September 30, 1965 (the “Interim Loans”) in an aggregate amount not to exceed the amount set forth below opposite its name:

Bank	Address	Amount
Morgan Guaranty Trust Company of New York	23 Wall Street New York, N.Y. 10015	$11,000,000
The Chase Manhattan Bank...............	One Chase Manhattan Plaza, New York, N.Y.	8,000,000
Irving Trust Company.......................	One Wall Street New York, N.Y.	3,000,000
Continental Illinois National Bank and Trust Company of Chicago	231 South LaSalle Street, Chicago 90, III.	3,000,000
$25,000,000

Each Interim Loan shall be evidenced by a promissory note (“Series A Notes”) substantially in the form of Exhibit A (with appropriate insertions), dated the date of the loan, bearing interest at the rate of 4½% per annum and maturing on September 30, 1965. The Commonwealth agrees that the first borrowing pursuant to this Section will be made on or before June 30, 1964 in an aggregate amount equal to $2,500,000 or a greater multiple of $250,000 and that each subsequent borrowing pursuant to this Section except the last will be in an aggregate amount equal to $500,000 or a greater multiple of $250,000. The Commonwealth will give the Agent at least ten days’ written or telegraphic notice of the date on which each borrowing pursuant to this Section is to be made and the total amount of such borrowing. The Agent will give at least five days’ written or telegraphic notice to each Bank of the date and amount of each Interim Loan to be made by such Bank and on or prior to the date of borrowing such Bank shall make available to the Agent the amount of the Interim Loan to be made by it in New York Clearing House funds.

Section 2. The Commonwealth will pay to the Agent for the account of each Bank a commitment fee computed at the rate of ½of 1% per annum (on the basis of a year of 365 days) on the daily average unused amount which the Bank is obligated to lend under this Agreement in respect of the period from January 15, 1964 through September 30, 1965. The accrued portion of such commitment fee will be paid by the Commonwealth in dollars in New York Clearing House funds on March 31, 1964 and on the last day of each calendar quarter thereafter at the Agent’s office, 23 Wall Street, New York, N.Y., 10015.

Section 3. Each Bank severally agrees to lend to the Commonwealth on September 30, 1965 an amount not to exceed the amount set forth opposite the name of such Bank in Section 1, and the Commonwealth agrees to borrow from such Bank on that date an amount at least equal to the aggregate amount of the Interim Loans made by such Bank (the “Term Loans”). The Commonwealth will give the Agent at least ten days’ written or telegraphic notice of the total amount of the Term Loans. The Agent will give at least five days’ written or telegraphic notice to each Bank of the amount of the Term Loan to be made by such Bank and on or prior to September 30, 1965, each Bank will make available to the Agent (a) an aggregate principal amount of Series A Notes equal to the aggregate amount of the Interim Loans made by such Bank and (b) in New York Clearing House funds, the amount, if any, by which the Term Loan to be made by such Bank exceeds the aggregate amount of the Interim Loans made by such Bank. The Series A Notes so made available to the Agent by each Bank shall on September 30, 1965, upon payment of all interest accrued thereon, be surrendered by the Agent to the Commonwealth, for cancellation, in payment of an equal principal amount of the Term Loan to be made by such Bank on that date. Each Term Loan shall be evidenced by fourteen promissory notes (“Series B Notes”—the Series A Notes and Series B Notes

 

The Schedule—continued.

being sometimes herein called the “Notes”) substantially in the form of Exhibit B (with appropriate insertions). The fourteen Series B Notes evidencing each Term Loan will be of equal principal amount, will be dated September 30, 1965 and will be numbered, will mature and will bear interest at a rate per annum according to the following schedule:

Number	Maturity	Interest Rate
1	June 30, 1966	4¾%
2	December 31, 1966	4¾%
3	June 30, 1967	4¾%
4	December 31, 1967	4¾%
5	June 30, 1968	4⅞%
6	December 31, 1968	4⅞%
7	June 30, 1969	4⅞%
8	December 31, 1969	4⅞%
9	June 30, 1970	5 %
10	December 31, 1970	5 %
11	June 30, 1971	5⅛%
12	December 31, 1971	5⅛%
13	June 30, 1972	5¼%
14	December 31, 1972	5¼%

Section 4. All payments of principal of and interest on the Notes will be made to the Agent in dollars in New York Clearing House funds at its office at 23 Wall Street, New York, N.Y. 10015. Interest on the Notes will be computed on the basis of a year of 365 days. In the event the date upon which any payment of principal on the Notes is due as stated therein shall be in The City of New York a day upon which banking institutions are authorized by law to close, such principal payment may be made on either the next preceding or the next succeeding day not in The City of New York a day on which banking institutions are so authorized to close, together with accrued interest on the amount of such principal payment to the date of payment. Interest shall not be charged for the date on which any principal payment is made on the amount of such principal payment.

Section 5. Each of the Notes will bear the manual or facsimile signature of the person who is at the time the signature is inscribed the Treasurer of the Commonwealth and the manual signature of the person who is at the time of signing the Australian Consul-General at New York or the Acting Australian Consul-General at New York or the Senior Finance Officer at the Australian Consulate-General at New York.

Section 6. The Commonwealth represents, warrants and agrees that the principal of and interest on the Notes will be free of all present or future taxes imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that the right to receive payment of the principal of or interest on any Note is or comes to be beneficially owned by any person residing in or ordinarily a resident of Australia, or the Territory of Papua or the Territory of New Guinea.

Section 7. The Commonwealth agrees that if any Bank or the Agent is required to pay any interest equalization tax by any law of the United States of America hereafter enacted by reason of any of the transactions referred to herein, the Commonwealth will promptly, upon demand of the Agent, reimburse such Bank or the Agent, as the case may be, for and save it harmless from any such tax so paid. In such event, the Commonwealth shall have the right, upon at least ten days’ written or telegraphic notice to the Agent and upon payment of all accrued and unpaid commitment fees, to terminate the commitments of the Banks to make loans hereunder, and shall also have the right, upon like notice, to prepay all Notes then outstanding at the principal amount thereof and accrued interest to the date of prepayment.

Section 8. The Commonwealth represents and warrants that there has been no material adverse change in the financial, economic or political conditions of the Commonwealth from the conditions set forth in the Prospectus dated April 10, 1963 relating to the Commonwealth’s Twenty Year 5% Bonds Due April 1, 1983.

 

The Schedule—continued.

Section 9. The Commonwealth represents and warrants that the proceeds of the Interim Loans and Term Loans will be made available to Qantas to assist Qantas in the financing of the purchase of jet aircraft and related equipment manufactured in the United States, and for no other purpose.

Section 10. The obligation of each Bank to make each loan hereunder is subject to the performance by the Commonwealth of all its obligations under this Agreement, to the accuracy of its representations and warranties herein contained and to the satisfaction of the following further conditions:

(a)The Agent shall have received a Note or Notes, as the case may be, to such Bank in the amount of the loan then being made by it;

(b) Before the making of the first Interim Loans hereunder the Agent shall have received a certified copy of an opinion of the Secretary or Acting Secretary to the Attorney-General’s Department of the Commonwealth, in a form satisfactory to counsel for the Banks, to the effect that (i) the borrowings provided for in this Agreement and the Notes have been duly authorized in accordance with the laws of the Commonwealth and the Order or Orders in Council applicable thereto; (ii) the Notes, when executed as provided in Section 5 and delivered in accordance herewith, will constitute valid, binding, absolute and unconditional obligations of the Commonwealth enforceable in accordance with their terms, for the performance of which the full faith and credit of the Commonwealth is pledged; and (iii) this Agreement has been duly authorized and executed in accordance with the laws of the Commonwealth and the Order or Orders in Council applicable hereto and is a valid and binding obligation of the Commonwealth enforceable in accordance with its terms; and

(c) All legal matters relating to each loan hereunder and the Notes shall be satisfactory to counsel for the Banks, Messrs. Davis Polk Wardwell Sunderland & Kiendl, and to such Australian counsel as they may consult.

Section 11. The Commonwealth agrees that, from the date hereof until the payment in full of the Notes:

(a) If the Commonwealth sells, offers for public subscription or in any manner disposes of any bonds or loans constituting external debt of the Commonwealth secured by lien on any revenue or asset of the Commonwealth, the Notes will be secured equally and ratably therewith and the Commonwealth will make appropriate provision to that end, where necessary;

(b) From time to time, at the request of the Agent, the Commonwealth will promptly deliver to the Agent copies of all reports and other documents filed by the Commonwealth after the date hereof with the United States Securities and Exchange Commission; and

(c) The Agent and each of the Banks may accept and rely upon requests for advances, notices or other communications from the Commonwealth, relative to the transactions hereby contemplated, if signed by any person at the time the Australian Consul-General at New York or the Acting Australian Consul-General at New York or the Senior Finance Officer at the Australian Consulate-General at New York.

Section 12. If any principal or interest on any Note is not paid when due, and if any such default continues for ten days, the Agent, by written notice mailed to the Commonwealth, addressed to The Commonwealth Treasury, Canberra, Australia, may, and if so requested in writing by the holders of 33⅓% in aggregate principal amount of the Notes shall, declare the entire principal amount of each Note, and accrued interest thereon, to be, and the same will become, forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived.

Section 13. Each of the Banks and each subsequent holder of Notes by its acceptance thereof irrevocably authorizes the Agent to receive all payments of principal and interest on the Notes and all commitment fees, and to take all other action delegated to it hereunder or reasonably incidental thereto, and agrees that neither the Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted in the absence of negligence or willful misconduct. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it. The Agent shall promptly notify the Commonwealth of any such notice received by it.

Section 14. The Commonwealth will reimburse the Agent for its out-of-pocket expenses (including counsel fees) in connection with this Agreement and the loans hereunder.

 

The Schedule—continued.

In witness whereof, the parties have caused this Agreement to be duly executed as of the date first above written.

Commonwealth of Australia

By R. C. DAVEY

Senior Finance Officer at the Australian Consulate-General at New York

Morgan Guaranty Trust Company of New York

By SIDNEY G. BUTLER

Vice President

The Chase Manhattan Bank

By A. R. WENTWORTH

Vice President

Irving Trust Company

By E. D. SHAW

Vice President

Continental Illinois National Bank and Trust Company of Chicago

By E. J. McGRATH

Vice President

Morgan Guaranty Trust Company of New York, as Agent

By SIDNEY G. BUTLER

Vice President

Exhibit A

§ , 196.

New York, N.Y.

On September 30, 1965, for value received, Commonwealth of Australia (the “Commonwealth”) hereby promises to pay to the order of

 , at the office of Morgan Guaranty Trust Company of New York, 23 Wall Street, New York, N.Y., 10015, the principal sum of

 dollars in lawful money of the United States of America, and to pay interest thereon in like money from the date hereof until the maturity hereof, at said office, quarterly on the last day of each calendar quarter, at the rate of 4½% per annum.

This note is one of the Series A Notes referred to in the Loan Agreement dated as of March 12, 1964 between the Commonwealth, certain banks and Morgan Guaranty Trust Company of New York, as Agent and is entitled to the benefits therein provided. This note may be prepaid, and the principal hereof and accrued interest hereon may be declared payable prior to stated maturity, all upon the terms provided in said Loan Agreement.

The principal hereof and interest hereon will be paid free of all taxes now or at any time hereafter imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that this note is beneficially owned by any person residing in or ordinarily a resident of Australia or the Territory of Papua or the Territory of New Guinea.

Commonwealth of Australia

By......................................................................

Treasurer of the Commonwealth of Australia

...................................................................

 

The Schedule—continued.

Exhibit B

$ September 30, 1965

New York, N.Y.

On , for value received, Commonwealth of Australia (the “Commonwealth”) hereby promises to pay to the order of

 , at the office of Morgan Guaranty Trust Company of New York, 23 Wall Street, New York, N.Y., 10015, the principal sum of

dollars in lawful money of the United States of America, and to pay interest thereon in like money from the date hereof until the maturity hereof, at said office, quarterly on the last day of each calendar quarter, at the rate  of per annum.

This note is one of the Series B Notes referred to in the Loan Agreement dated as of March 12, 1964 between the Commonwealth, certain banks and Morgan Guaranty Trust Company of New York, as Agent, and is entitled to the benefits therein provided. This note may be prepaid, and the principal hereof and accrued interest hereon may be declared payable prior to stated maturity, all upon the terms provided in said Loan Agreement.

The principal hereof and interest hereon will be paid free of all taxes now or at any time hereafter imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that this note is beneficially owned by any person residing in or ordinarily a resident of Australia or the Territory of Papua or the Territory of New Guinea.

Commonwealth of Australia

By....................................................................

Treasurer of the Commonwealth of Australia

...................................................................