State Financial Institutions and Metway Merger Facilitation Amendment Regulation (No. 2) 1996 (Qld)

Queensland Subordinate Legislation 1996 No. 345 State Financial Institutions and Metway Merger Facilitation Act 1996 STATE FINANCIAL INSTITUTIONS AND METWAY MERGER FACILITATION AMENDMENT REGULATION (No. 2) 1996 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Regulation amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Replacement of pt 3 heading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 PART 3—TRANSFER OF ASSETS TO QUEENSLAND TREASURY HOLDINGS 4 Amendment of s 5 (Transfer of certain assets to a government entity) . . . 2 5 Insertion of new s 6, pt 4 and schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6 Transfer of objection proceeds to Queensland Treasury Holdings . . 2 PART 4—TRANSFER OF ASSETS TO QTC 7 Definitions for pt 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 8 Transfer of certain assets and liabilities to QTC . . . . . . . . . . . . . . . . 5 9 Transfer of certain indemnity liabilities to QTC . . . . . . . . . . . . . . . . 5 10 Transitional arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SCHEDULE AMENDMENT OF LEASE

s1 2 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) ˙ Short title 1. This regulation may be cited as the State Financial Institutions and Metway Merger Facilitation Amendment Regulation (No. 2) 1996 . ˙ Regulation amended 2. This regulation amends the State Financial Institutions and MetwayMerger Facilitation Regulation 1996 . ˙ Replacement of pt 3 heading 3. Part 3, heading— omit, insert— ‘ PART 3—TRANSFER OF ASSETS TO QUEENSLAND TREASURY HOLDINGS ’. ˙ Amendment of s 5 (Transfer of certain assets to a government entity) 4. Section 5, heading— omit, insert— ‘ Transfer of certain shares to Queensland Treasury Holdings ’. ˙ Insertion of new s 6, pt 4 and schedule 5. After section 5— insert— ˙ ‘ Transfer of objection proceeds to Queensland Treasury Holdings ‘ 6.(1) The objection proceeds are transferred to Queensland Treasury Holdings Pty Ltd. 1 ‘ (2) In this section— 1 Queensland Treasury Holdings Pty Ltd is a government entity under the Government Owned Corporations Act 1993 .

s5 3 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) “assessment” means the assessment made in respect of the taxpayer’s income under the Income Tax Assessment Act 1936 (Cwlth), section 166A for the year of income ended 30 June 1994, in respect of the receipt of payments made under the Building Societies Fund Act1993 in the year of income. “income tax objection” means the objection dated 4 October 1995 and made by the taxpayer under the Income Tax Assessment Act 1936 (Cwlth), section 175A against the assessment. “objection proceeds” means any entitlement to a refund of income tax, and any interest, arising from the income tax objection. “taxpayer” means Suncorp Building Society Limited (now Suncorp Holdings Limited (A.C.N. 075 679 033). ‘ PART 4—TRANSFER OF ASSETS TO QTC ˙ ‘ Definitions for pt 4 ‘ 7. In this part— “equity participants” means QIDC Limited (A.C.N. 075 437 544), 2 Nippon Steel Australia Investment Limited (A.C.N. 002 273 618) and Allco Equipment Investments Pty Limited (A.C.N. 060 174 469). “Equity Participants Agreement” means the agreement by that name dated 13 January 1994 and made between the equity participants, the nominee and Allco Equipment Finance Limited (A.C.N. 008 652 159) (the manager of the partnership). “lease” means the lease of certain equipment between the nominee as lessor and WMQ and SCD as lessees entered into under an offer to lease dated 13 January 1994 from the nominee to WMQ and SCD. “nominee” means Allco Mining Finance Limited (A.C.N. 054 631 926). 2 On 30 September 1996, QIDC was registered under the CorporationsLaw, part 2.2, division 3 and on registration its name was changed to QIDC Limited.

s5 4 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) “partnership” means the North Goonyella No. 1 Leasing Partnership constituted between the equity participants under the Equity Participants Agreement. “QIDC North Goonyella assets and liabilities” means all QIDC Limited’s assets and liabilities comprising, or arising out of or in respect of, the interest of QIDC Limited (including any interest held through the nominee) in— (a) the partnership; and (b) the regulated documents; and (c) the partnership assets (as defined in the Equity Participants Agreement). “QTC” means Queensland Treasury Corporation. 3 “regulated documents” means— (a) the transaction (equipment lease) documents; and (b) any side letter, side agreement, schedule, printout, or other document or agreement, contemplated by, required in connection with or entered into, made or produced under or in connection with, any of the transaction (equipment lease) documents; and (c) any document or agreement entered into for the purpose of amending or novating any document or agreement mentioned in paragraph (b); and (d) any legal or other opinion, certificate, approval or document given by any person in connection with anything mentioned in paragraphs (a) to (c). “SCD” means Sumisho Coal Development Pty Limited (A.C.N. 009 930 769). “transaction (equipment lease) documents” has the meaning given in the lease. “WMQ” means White Mining (Qld) Pty Limited (A.C.N. 008 664 257). 3 QTC is a government entity under the Government Owned Corporations Act 1993 .

s5 5 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) ˙ ‘ Transfer of certain assets and liabilities to QTC ‘ 8.(1) The QIDC North Goonyella assets and liabilities at the commencement of this part are transferred to QTC. 4 ‘ (2) The consideration for the transfer of the assets is the assumption by QTC of the liabilities. ˙ ‘ Transfer of certain indemnity liabilities to QTC ‘ 9.(1) In this section— “indemnity” means an indemnity given by QIDC Limited under a regulated document, if the indemnity is intended— (a) to continue to have effect despite a transfer by QIDC Limited of QIDC North Goonyella assets and liabilities; or (b) to commence to have effect because of a transfer by QIDC Limited of QIDC North Goonyella assets and liabilities. “indemnity liabilities” means any liabilities of QIDC Limited under an indemnity. ‘ (2) For the purpose of any indemnity, QIDC Limited is taken to have transferred the QIDC North Goonyella assets and liabilities to QTC. ‘ (3) The indemnity liabilities are transferred to QTC immediately after the transfer of QIDC North Goonyella assets and liabilities under section 8 has effect. ˙ ‘ Transitional arrangements ‘ 10.(1) On and from the commencement of this part, in a document relating to any QIDC North Goonyella assets and liabilities— (a) a reference to QIDC (whether as QIDC, Queensland Industry Development Corporation, as an equity participant or in another way) is taken to be a reference to QTC, if the context permits; and 4 See section 77 and 84 of the Actfor provisions about assets and liabilities transferred.

s5 6 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) (b) a reference to QIDC’s corporate status, and the Act under which it was established, is taken to be a reference to QTC’s corporate status, and the Act under which QTC was established; and (b) the address for service of QTC is taken to be Level 14, 61 Mary Street, Brisbane 4000 (Facsimile 07 3221 4122) [Attention: Director, Corporate Services]. ‘ (2) The lease is taken to be amended in the way stated in the schedule.

s5 7 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) ‘ SCHEDULE ‘ AMENDMENT OF LEASE section 10(2) 1. Lease, clause 1.11— omit, insert— ‘ 1.11 References to QTC as taxpayer (a) The Lessee acknowledges that until such time, if any, as QTC becomes subject to the Tax Act, the assumptions set out in clause 8.2(b) shall be applied and construed as if all references in relation to QTC (as an Equity Participant) to the Tax Act, a provision of the Tax Act or to the rights and obligations of QTC (as an Equity Participant) under the Tax Act (including, without limitation, all references to allowances and deductions of QTC (as an Equity Participant), to the assessable income of QTC (as an Equity Participant), to the payment of tax instalments of QTC (as an Equity Participant), to the income tax year of QTC (as an Equity Participant) and to tax penalties or additional tax imposed on QTC (as an Equity Participant)) were references to the bases (being those bases which correspond to the bases which would apply were QTC a public company subject to tax under laws of the Commonwealth of Australia (including the Tax Act)) upon which an amount in lieu of tax in respect of certain of QTC’s profit making activities and operations (the “Amount” ) is determined, in accordance with the regime in respect of tax equivalent amounts under which QTC operates (by arrangement between the Queensland Government and the Commonwealth Government). (b) However, no recalculation shall be made under clause 8.3 (nor under clause 7.2 of the Facility Agreement, nor under any other Transaction (Equipment Lease) Document) nor will clauses 8.4 to 8.6 apply, such that the Lessee (or any other relevant party to a

s5 8 s5 State Financial Institutions and Metway Merger No. 345, 1996 Facilitation Amendment (No. 2) Transaction (Equipment Lease) Document) would be either advantaged or prejudiced by reason of QTC not being subject to the Tax Act, to the intent that it is to be assumed that the Amount is calculated in the same way as if QTC were a public company subject to tax under laws of the Commonwealth of Australia. (c) A certificate signed by an officer having authority on behalf of QTC as to an Amount and the bases upon which such Amount was calculated shall in the absence of manifest error be prima facie evidence of that Amount and of the bases upon which such Amount was calculated.’.’. ENDNOTES 1. Made by the Governor in Council on 21 November 1996. 2. Notified in the gazette on 22 November 1996. 3. Laid before the Legislative Assembly on . . . 4. The administering agency is the Treasury Department. © State of Queensland 1996