Townsville Breakwater Entertainment Centre Act 1991 (QLD)

Queensland Townsville Breakwater Entertainment Centre Act 1991 Reprinted as in force on 1 July 2009 Reprint No. 1B This reprint is prepared by the Office of the Queensland Parliamentary Counsel Warning—This reprint is not an authorised copy

Information about this reprint This Act is reprinted as at 1 July 2009. The reprint shows the law as amended by all amendments that commenced on or before that day (Reprints Act 1992 s 5(c)). The reprint includes a reference to the law by which each amendment was made—see list of legislation and list of annotations in endnotes. Also see list of legislation for any uncommenced amendments. This page is specific to this reprint. See previous reprints for information about earlier changes made under the Reprints Act 1992. A table of reprints is included in the endnotes. Also see endnotes for information about— • when provisions commenced • editorial changes made in earlier reprints. Spelling The spelling of certain words or phrases may be inconsistent in this reprint or with other reprints because of changes made in various editions of the Macquarie Dictionary (for example, in the dictionary, ‘lodgement’ has replaced ‘lodgment’). Variations of spelling will be updated in the next authorised reprint. Dates shown on reprints Reprints dated at last amendment All reprints produced on or after 1 July 2002, authorised (that is, hard copy) and unauthorised (that is, electronic), are dated as at the last date of amendment. Previously reprints were dated as at the date of publication. If an authorised reprint is dated earlier than an unauthorised version published before 1 July 2002, it means the legislation was not further amended and the reprint date is the commencement of the last amendment. If the date of an authorised reprint is the same as the date shown for an unauthorised version previously published, it merely means that the unauthorised version was published before the authorised version. Also, any revised edition of the previously published unauthorised version will have the same date as that version. Replacement reprint date If the date of an authorised reprint is the same as the date shown on another authorised reprint it means that one is the replacement of the other.

Queensland Townsville Breakwater Entertainment Centre Act 1991 Contents Part 1 1 2 3 Part 2 4 5 6 7 8 Part 3 9 10 11 Part 4 12 13 14 14A 15 16 Part 5 17 18 19 Schedule 1 Page Preliminary Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Objects of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Agreements for purposes of joint venture Powers conferred on Local Governments . . . . . . . . . . . . . . . . . . 5 Specific agreements within s 4 power . . . . . . . . . . . . . . . . . . . . . 5 Agreements have force of law . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Objects of agreements functions of local government . . . . . . . . . 6 Tenders not required for s 4 agreements . . . . . . . . . . . . . . . . . . . 6 Contribution by State and local governments Contribution by State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Contribution by Thuringowa Council. . . . . . . . . . . . . . . . . . . . . . . 7 Contribution by Townsville Council . . . . . . . . . . . . . . . . . . . . . . . . 7 The site Surrender of land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Closure of road. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Grant of land to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ÿAdjustment of interests as tenants in common. . . . . . . . . . . . . . 9 Location of site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Zoning of site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 General provisions Access to site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Funds, books of account and records . . . . . . . . . . . . . . . . . . . . . 10 Operational audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Townsville Breakwater Entertainment Centre Act 1991 Contents Schedule 2 Site plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 Endnotes 1 2 3 4 5 6 7 Index to endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date to which amendments incorporated. . . . . . . . . . . . . . . . . . . . . . Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tables in earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . List of legislation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171 171 172 172 172 173 173 Page 2

Townsville Breakwater Entertainment Centre Act 1991 Part 1 Preliminary [s 1] Townsville Breakwater Entertainment Centre Act 1991 [as amended by all amendments that commenced on or before 1 July 2009] An Act to provide for the Townsville Breakwater Entertainment Centre, and related purposes Part 1 Preliminary 1 Short title This Act may be cited as the Townsville Breakwater Entertainment Centre Act 1991 . 2 Objects of Act The objects of this Act are— (a) to authorise the Council of the City of Thuringowa and the Council of the City of Townsville to participate in a joint venture with ANZ Executors & Trustee Company Limited as trustee of the Breakwater Island Trust for design, development, construction, commissioning, operation and ownership of a convention, exhibition, sports and entertainment centre (the Townsville Breakwater Entertainment Centre ) for holding conventions, exhibitions, sports and entertainments; and (b) to declare the purposes of the joint venture to be functions of local government of the Local Governments; and (c) to provide for contribution by the Crown and the Local Governments to the purposes of the joint venture; and Reprint 1B effective 1 July 2009 Page 3

Townsville Breakwater Entertainment Centre Act 1991 Part 1 Preliminary [s 3] (d) to provide in relation to the site for the Townsville Breakwater Entertainment Centre; and (e) to limit the liability of the Local Governments in relation to the joint venture; and (f) to make appropriate provision for audit in relation to the Townsville Breakwater Entertainment Centre; and (g) to authorise the Council of the City of Thuringowa and the Council of the City of Townsville to vary the joint venture with the trustee to enable the upgrading of the Townsville Breakwater Entertainment Centre. 3 Definitions In this Act— authorised auditor means an authorised auditor within the meaning of the Auditor-General Act 2009 ; joint venture means the association of the joint venturers in the design, development, construction, commissioning, operation and ownership of the Townsville Breakwater Entertainment Centre; Joint Venturers means the Local Governments and the Trustee, and includes any successor in title to any of them in relation to the site; Local Governments means the Council of the City of Thuringowa and the Council of the City of Townsville; Manager means Breakwater Island Limited, a company registered under the Corporations Act. site means the site of the Townsville Breakwater Entertainment Centre as prescribed by section 15; Townsville Breakwater Entertainment Centre means the convention, exhibition, sports and entertainment centre to be constructed on the site and includes the centre as upgraded from time to time; Trustee means ANZ Executors & Trustee Company Limited as trustee of the Breakwater Island Trust, and includes any Page 4 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Part 2 Agreements for purposes of joint venture [s 4] successors in title to it as trustee of the Breakwater Island Trust. Part 2 Agreements for purposes of joint venture 4 Powers conferred on Local Governments (1) Each of the Local Governments may make and perform agreements with respect to— (a) the design, development, construction, commissioning, operation and ownership of the site and buildings for holding conventions, exhibitions, sports and entertainments; and (ab) any upgrading of the buildings on the site; and (b) all matters associated with the design, development, construction, commissioning, operation, ownership or upgrading. (2) The Local Governments may apply amounts for the purposes of agreements made under this section. (3) The Council of the City of Thuringowa may exercise a power under this section for an object to be attained outside its area. 5 Specific agreements within s 4 power Agreements that may be made under section 4 include— (a) agreements— (i) to participate in forming, or to hold shares in, proprietary companies within the meaning of the Corporations Act for the purposes of the joint venture; or Reprint 1B effective 1 July 2009 Page 5

Townsville Breakwater Entertainment Centre Act 1991 Part 3 Contribution by State and local governments [s 6] (ii) to be a limited partner in a limited partnership for the purposes of the joint venture; or (iii) to dispose of shares in any such company or an interest in any such partnership; and (b) the agreements set out in Schedule 1. 6 Agreements have force of law Agreements made by any of the Joint Venturers for the purposes of the joint venture in terms set out in schedule 1, part 1, 2, 3 or 4 have the force of law and may be enforced as if the terms of the agreements were enactments of this Act. 7 Objects of agreements functions of local government The objects of agreements that may be made under section 4 by either of the Local Governments are functions of local government of the Local Governments. 8 Tenders not required for s 4 agreements (1) Despite the provisions of any other Act (including the LocalGovernmentAct1993 ), the Local Governments are not required to give notice of intention to invite tenders or to give opportunity for the making of quotations in relation to agreements to be made under section 4. Part 3 Contribution by State and local governments 9 Contribution by State (1) The Treasurer may contribute to the purposes of the joint venture, out of amounts appropriated by Parliament, an amount of not more than $7 million. Page 6 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Part 3 Contribution by State and local governments [s 10] (2) The Treasurer may contribute to the purposes of the joint venture, out of amounts appropriated by Parliament, a further amount of not more than $11.5 million for the upgrading of the Townsville Breakwater Entertainment Centre. 10 Contribution by Thuringowa Council (1) In performance of agreements made between all of the Joint Venturers, the Council of the City of Thuringowa may contribute to the purposes of the joint venture an amount of $2 million and any other amounts referred to in the agreements made by the Joint Venturers in terms set out in Schedule 1. (2) A person is not entitled to have recourse, in satisfaction of any liability of the Council in relation to the design, development, construction, commissioning, operation or ownership of the Townsville Breakwater Entertainment Centre, to any assets of the Council other than its interest in the Townsville Breakwater Entertainment Centre. 11 Contribution by Townsville Council (1) In performance of agreements made between all of the Joint Venturers, the Council of the City of Townsville may contribute to the purposes of the joint venture an amount of $5 million and any other amounts referred to the agreements made by the Joint Venturers in terms set out in Schedule 1. (2) A person is not entitled to have recourse, in satisfaction of any liability of the Council in relation to the design, development, construction, commissioning, operation or ownership of the Townsville Breakwater Entertainment Centre, to any assets of the Council other than its interest in the Townsville Breakwater Entertainment Centre. Reprint 1B effective 1 July 2009 Page 7

Townsville Breakwater Entertainment Centre Act 1991 Part 4 The site [s 12] Part 4 The site 12 Surrender of land (1) As soon as practicable after the commencement of this Act, the Trustee is to surrender to the Crown, and the Crown is to accept surrender of— (a) the estate in fee simple held by the Trustee in the land described as Lots 641 and 643 Parish of Coonambelah and shown on the plan in Schedule 2; and (b) the leasehold interest held by the Trustee in that part shown on the plan in Schedule 2 of the land currently leased by the Trustee under Special Lease 44/47072. (2) Despite the provisions of the Land Act 1962 , the Trustee is not required to give notice of intention to surrender under subsection (1). (3) The Crown incurs no liability because of surrenders under subsection (1). 13 Closure of road On the surrenders under section 12 taking effect, the area shown hatched on the plan in Schedule 2 as road and marked ‘A’ is, by this section, permanently closed to public use. 14 Grant of land to partners (1) On the surrenders under section 12 taking effect, the amalgamated area of the lands affected by the surrenders, and the area of road permanently closed to public use by section 13, is to be granted in fee simple to the Joint Venturers as tenants in common in shares as follows— (a) Council of the City of Thuringowa—39/200; (b) Council of the City of Townsville—98/200; (c) ANZ Executors & Trustee Company Limited—63/200. Page 8 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Part 5 General provisions [s 14A] (2) Despite the Land Act 1962 , the grant under subsection (1) may be made under that Act in priority to all other persons. 14A ÿ Adjustment of interests as tenants in common (1) This section applies if, after the commencement of this section, a joint venturer makes a further contribution under the agreement set out in schedule 1, part 1 as varied by the agreement set out in schedule 1, part 4. (2) The respective interests of the joint venturers in the site must be adjusted under the agreement as varied. 15 Location of site The site of the Townsville Breakwater Entertainment Centre is the land granted to the Joint Venturers under section 14. 16 Zoning of site Despite the LocalGovernment(PlanningandEnvironment)Act1990 or the planning scheme of the City of Townsville, the site is in the Special Facilities (Convention, Exhibition, Sports, Entertainment and Ancillary Facilities) Zone under that planning scheme. Part 5 General provisions 17 Access to site Until the grant under section 14 takes effect, all agents and contractors of the Joint Venturers, or of any of them, and all agents or sub-contractors of such contractors are, by force of this section, entitled to enter on all parts of the lands affected by the surrenders under section 12, and on the area closed by section 13 as road, for the purposes of the joint venture. Reprint 1B effective 1 July 2009 Page 9

Townsville Breakwater Entertainment Centre Act 1991 Part 5 General provisions [s 18] 18 Funds, books of account and records (1) The funds, books of account and records kept by the Trustee or the Manager in relation to the Townsville Breakwater Entertainment Centre must be kept separately from all other funds, books of account and records. (2) As soon as practicable after the close of each financial year of the Townsville Breakwater Entertainment Centre, the Auditor-General, or an authorised auditor, must audit the accounts kept by the Trustee or the Manager in relation to the Centre. 19 Operational audit If at any time it appears to the Auditor-General that an operational audit should be conducted in relation to any matter associated with the management of the Townsville Breakwater Entertainment Centre, the Auditor-General, or an authorised auditor, may conduct such an audit. Page 10 Reprint 1B effective 1 July 2009

Schedule 1 Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 sections 5 and 7 PART 1—PARTICIPATION AGREEMENT THIS AGREEMENT is made the day of 1991 BETWEEN (1) ANZ EXECUTORS & TRUSTEE COMPANY LIMITED a company duly incorporated by law in the State of Victoria and having its principal place of business in the State of Queensland at 307 Queen Street, Brisbane in the said State as trustee of the BREAKWATER ISLAND TRUST (hereinafter called “the Trustee”) AND (2) BREAKWATER ISLAND LIMITED a company duly incorporated by law in the State of Queensland and having its registered office at Ground Floor, Garden Square, 643 Kessels Road, Upper Mt Gravatt, Brisbane in the said State (hereinafter called “the Manager”) AND (3) COUNCIL OF THE CITY OF TOWNSVILLE a local authority duly constituted under the provisions of the Local Government Act 1936 and having its Public Office at Administration Building, Walker Street, Townsville in the State of Queensland (hereinafter called “Townsville City Council”) AND (4) COUNCIL OF THE CITY OF THURINGOWA a local authority duly constituted under the provisions of the Local Government Act 1936 Reprint 1B effective 1 July 2009 Page 11

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 and having its Public Office at 86 Thuringowa Drive, Thuringowa Central in the State of Queensland (hereinafter called “Thuringowa City Council”) WHEREAS A. The Trustee is the trustee and the Manager is the manager of the Breakwater Island Trust established pursuant to a trust deed dated 22nd November 1984. B. The Trustee is the registered proprietor of an estate in fee simple in the land described in the First Schedule. C. The land hatched in black and marked “A” on the plan in the Second Schedule is part of the land leased by the Trustee pursuant to Special Lease No 44/47072 under the Land Act 1962. D. The land hatched in black and marked “B” on the plan in the Second Schedule is part of a road vested in the Crown. E. The Townsville City Council and the Thuringowa City Council have made a submission to the Government of the State of Queensland for a grant to assist in the development and construction of an entertainment, convention and exhibition centre. F. Legislation has been enacted by the Parliament of the State of Queensland facilitating the design, development, construction, commission, operation and ownership of a convention exhibition sports and entertainment centre upon the lands described in Recitals B, C and D by the Trustee, the Townsville City Council and the Thuringowa City Council. NOW THIS AGREEMENT WITNESSES that in consideration of the premises the parties hereto do covenant and agree as follows: 1. INTERPRETATION In this Agreement, unless otherwise provided or unless there is something in the subject matter or context inconsistent herewith, the expressions following (whether appearing with Page 12 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 or without capital letters) shall have the meanings hereinafter in this clause respectively assigned to them. 1.01 “this Agreement” means this Agreement and any other agreement expressed to be supplemental to this Agreement and all amendments to any such documents. 1.02 “Breakwater Island Trust” means the trust established pursuant to a trust deed dated the 22nd November 1984 and entered into between Breakwater Island Limited as manager and ANZ Executors & Trustee Company Limited as trustee as amended. 1.03 “Business Days” means those days on which the banks in Townsville are open for corporate business. 1.04 “Committee of Management” means the Committee of Management constituted pursuant to Clause 8.02. 1.05 “date of commencement of the Legislation” means the date that the Legislation is assented to by the Governor of the State. 1.06 “Development Agreement” means the agreement to be entered into by the Joint Venturers with MULTIPLEX CONSTRUCTIONS PTY LTD in the form of agreement in the Fifth Schedule. 1.07 “Entertainment Centre” means the convention exhibition sports and entertainment centre to be constructed upon the Site in accordance with the Development Agreement. 1.08 “Joint Venture” means the joint venture formed by the Trustee, the Townsville City Council and the Thuringowa City Council pursuant to this Agreement to implement the purposes referred to in Clause 3.01. 1.09 “Joint Venturer” means any one of the Trustee, the Townsville City Council and the Thuringowa City Council. 1.10 “Joint Venturers” means the Trustee, the Townsville City Council and the Thuringowa City Council. 1.11 “Legislation” means the legislation referred to in Clause 2. Reprint 1B effective 1 July 2009 Page 13

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 1.12 “Management Agreement” means the agreement to be entered into by the Joint Venturers with the Trustee and the Manager in the form of agreement in the Sixth Schedule. 1.13 “participating interests” and “interests” mean the interests of the Joint Venturers in the Joint Venture set out in Clause 3.05. 1.14 “parties” and “party” mean respectively the parties to this Agreement and any one of those parties. 1.15 “representative” means one of the representatives referred to in Clause 8.02. 1.16 “Site” means all that area of land to be described in the deed of grant referred to in Clause 4.01. The expression extends to and includes any future description consequent upon any resurvey of the Site including pursuant to Clause 4.02. 1.17 “State” means the State of Queensland. 1.18 “Trustee” means ANZ Executors & Trustee Company Limited as trustee of the Breakwater Island Trust or any other person who for the time being is the trustee of the Breakwater Island Trust. 1.19 Words denoting the singular number only shall include the plural number and vice versa and the masculine shall include the feminine and vice versa and words denoting individual persons only shall include corporations. 1.20 A reference in this Agreement to any Act of Parliament or any Section thereof shall be read as though the words “or any statutory modification or re-enactment thereof or any statutory provisions substituted therefor” were added to such reference. 1.21 The expression “$” or “Dollars” means Australian Dollars unless otherwise provided or unless inconsistent with the context or subject matter. 1.22 The headings in this Agreement are included for convenience only and shall not affect the construction of this Agreement. 1.23 References to Clauses and Schedules are references to Clauses and Schedules in this Agreement. Page 14 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 2. LEGISLATION The parties acknowledge that legislation in the form of the legislation in the Seventh Schedule has been enacted by the Parliament of the State of Queensland. 3. JOINT VENTURE 3.01 The Trustee, the Townsville City Council and the Thuringowa City Council hereby associate themselves in an unincorporated joint venture to be known as the Entertainment Centre Joint Venture for the purpose of carrying into effect all works required to design, develop, construct, commission, operate and own the Entertainment Centre. Unless otherwise agreed in writing between the Joint Venturers, the Joint Venture shall be limited to the purposes and activities specified in this Agreement and nothing herein contained shall by implication or otherwise be deemed to extend the Joint Venture beyond the purposes and activities specified in this Agreement and all other matters necessarily incidental thereto. 3.02 The address of the Joint Venture shall prior to the opening of the Entertainment Centre be care of Breakwater Island Limited, Ground Floor, Garden Square, 643 Kessels Road, Upper Mt Gravatt, Brisbane in the State of Queensland and on and from the opening of the Entertainment Centre be at the Entertainment Centre. 3.03 The Joint Venture shall be deemed to have commenced and shall take effect from the date hereof and shall continue in force for so long as it is practical to carry out the purposes and activities specified in this Agreement unless terminated pursuant to the provisions of this Agreement PROVIDED HOWEVER that to the extent that the foregoing might but for this provision infringe the rule against perpetuities the Joint Venture shall in any event be terminated within the period of eighty (80) years from the date hereof or such other period as may for the time being be prescribed by law as the maximum permissible period without infringing the said rule. 3.04 Except as expressly provided in this Agreement the rights, duties, obligations and liabilities of the Joint Venturers arising Reprint 1B effective 1 July 2009 Page 15

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 out of this Agreement shall be several in proportion to their respective participating interests and not joint or collective, it being the express purpose and intention of the Joint Venturers that their ownership of their respective interests shall be as tenants-in-common and that nothing in this Agreement contained or implied shall be deemed or construed to constitute the Joint Venture a partnership or any of the Joint Venturers a partner, agent or representative of any other Joint Venturer for any purpose whatsoever and none of the Joint Venturers shall have or be deemed to have the authority express or implied to act for or to incur any obligation, liability, indebtedness or responsibility on behalf of the Joint Venture or any other Joint Venturer except as expressly provided in this Agreement. 3.05 The Joint Venturers shall share in the profits or losses of the Joint Venture in the proportions set out hereunder: Trustee 31.5% Townsville City Council 49% Thuringowa City Council 19.5% 3.06 Without limiting the generality of Clause 3.05 and subject to the provisions of Clause 3.07, Clause 5.04 and Clause 12, all costs, charges, expenses, fees and outgoings incurred, suffered or sustained in or about or on behalf of the Joint Venture or the Site and each and every part thereof shall (to the extent that the same are either incurred by and with the agreement of the Joint Venturers or are items which would if the Joint Venture was a partnership of which the Joint Venturers were partners and of which the Site was an asset be payable by such partnership in the ordinary course of events) be borne and payable by the Joint Venturers in the proportion of their respective participating interests and shall for accounting purposes be treated and paid as a Joint Venture expense and the audited net amount available before payment of income tax from the Joint Venture shall be taken by and distributed between the Joint Venturers in the proportion of the participating interests of the Joint Venturers at such time as the Committee of Management may determine. Page 16 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 3.07 Each Joint Venturer shall (unless otherwise required by law) lodge a separate return and obtain and pay a separate assessment of land tax in respect of its interest in the Site and shall pay any other assessments or outgoings which may be incurred or levied separately on a Joint Venturer in respect of its interest in the Site. 4. SURRENDER OF LANDS 4.01 Immediately following the receipt by the Trustee of consent from the Minister for the time being charged with the administration of the CasinoControlAct1982 pursuant to Clause 21, the Trustee shall surrender the freehold title to the lands described in the First Schedule and the leasehold title to the land hatched in black and marked “A” on the plan in the Second Schedule and currently being part of the lands leased by the Trustee pursuant to Special Lease 44/47072. Each of the parties will use its best endeavours to secure the issue of a deed of grant in fee simple in the names of the Trustee, the Townsville City Council and the Thuringowa City Council as tenants-in-common in the shares of 63/200, 49/100 and 39/200 respectively over the land described in the First Schedule and the lands hatched in black on the plan in the Second Schedule and marked “A” and “B” respectively and each of the parties will execute all documents and assurances and do all acts whatsoever to secure the issue of such deed of grant. 4.02 Following the issue of the deed of grant referred to in Clause 4.01 the Joint Venturers shall cause to be prepared and registered in the Department of Freehold Land Titles a plan of survey in accordance with or substantially in accordance with the plan in the Fourth Schedule. 4.03 The value of the lands to be surrendered by the Trustee pursuant to Clause 4.01 shall be deemed to be $6 500 000.00. 5. CONTRIBUTIONS AND BORROWINGS 5.01 The Trustee shall be deemed to have contributed $6 500 000.00 by way of capital contribution to the Joint Reprint 1B effective 1 July 2009 Page 17

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 Venture in consideration of its surrender of the lands referred to in Clause 4.01 to enable the issue of the deed of grant referred to in Clause 4.01. 5.02 The Townsville City Council will contribute the sum of $10 000 000.00 in cash by way of capital contribution to the Joint Venture and shall be deemed to have contributed $150,000.00 by way of further capital contribution to the Joint Venture in consideration of its agreement to carry out the works referred to in Clause 5.05. 5.03 The Thuringowa City Council will contribute the sum of $4 000 000.00 in cash by way of capital contribution to the Joint Venture. 5.04 The cash capital contributions referred to in Clauses 5.02 and 5.03 shall be made as to the sum of $6 500 000.00 within seven (7) days from the date of this Agreement and as to the balance of $7 500 000.00 in sufficient time to enable progress payments up to an amount of $7 500 000.00 under the Development Agreement to be paid. The sum of $6 500 000.00 shall be invested by the Committee of Management and used to pay the remaining progress payments in excess of the amount of $7 500 000.00 under the Development Agreement after the sum of $7 500 000.00 has been used to pay progress payments under the Development Agreement. 5.05 The Townsville City Council shall cause to be constructed at its own cost the works described in the Third Schedule on or before the opening of the Entertainment Centre. 5.06 Any further contributions to the capital of the Joint Venture shall be made by the Joint Venturers in the proportion of their respective participating interests. 5.07 Subject to Clause 6.03 of this Agreement the Joint Venturers to the exclusion of the Committee of Management shall have the power to borrow any funds required for the purposes of the Joint Venture and to determine that further contributions to the capital of the Joint Venture shall be made by the Joint Venturers in accordance with Clause 5.06 provided that all such decisions in relation to the borrowing of funds and the Page 18 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 further contributions to capital shall require the consent in writing of each of the Joint Venturers. 6. DEVELOPMENT AGREEMENT 6.01 Within seven (7) days of the date of this Agreement the Joint Venturers shall enter into a Development Agreement with MULTIPLEX CONSTRUCTIONS PTY LTD in the form of agreement in the Fifth Schedule and participate in the formation of the project control group referred to in the Development Agreement. 6.02 Each of the Joint Venturers accepts and approves development of the Entertainment Centre in accordance with the plans and specifications referred to in the Development Agreement and in particular the Townsville City Council agrees that no town planning requirements other than those incorporated in such plans and specifications will be imposed by the Townsville City Council. The Townsville City Council agrees that no further development of any land owned by the Trustee in its capacity as trustee of the Breakwater Island Trust will be in any way affected by the imposition of any carparking requirements relating to the Entertainment Centre. 6.03 In the event that MULTIPLEX CONSTRUCTIONS PTY LTD does not fulfil its obligations under the Development Agreement for any reason whatsoever the Joint Venture shall ensure that construction of the Entertainment Centre is completed in accordance with the Development Agreement (notwithstanding that the Development Agreement may not be in full force and effect at that time) as expeditiously as possible and each of the Joint Venturers hereby agrees that notwithstanding Clause 5.07 of this Agreement the Joint Venturers shall contribute in the proportion of their respective participating interests the funds required to complete the construction of the Entertainment Centre in accordance with the provisions of the Development Agreement (notwithstanding that the Development Agreement may not be in full force and effect at the relevant time). Reprint 1B effective 1 July 2009 Page 19

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 7. MANAGEMENT AGREEMENT 7.01 Within seven (7) days of the date of this Agreement the Joint Venturers shall enter into a Management Agreement with the Trustee and the Manager in the form of agreement in the Sixth Schedule. 8. COMMITTEE OF MANAGEMENT 8.01 Authority of the Committee of Management 8.01.1The design, development, construction, commissioning, operation, ownership and maintenance of the Entertainment Centre shall be supervised and managed by the Committee of Management which subject to the provisions of this Agreement and the Management Agreement (if the Management Agreement is in full force and effect) shall have full power and responsibility to make decisions on policy, procedure and objectives with respect to all matters and things affecting the Entertainment Centre including without limitation the provision of all necessary plant and equipment to operate the Entertainment Centre and the appointment of an operator in the event that the Management Agreement is no longer in full force and effect. 8.01.2The Committee of Management may at any time appoint any person or corporation including the parties hereto to act in its stead and delegate to such person or corporation any of the functions or obligations of the Committee of Management. 8.01.3Every decision by the Committee of Management upon any of the matters within its power shall be binding on the Joint Venture and upon the Joint Venturers as if the same had been included in the provisions of this Agreement at the time and execution hereof. 8.02 Constitution of Committee of Management The Committee of Management shall be constituted by eight (8) representatives. Each of the Joint Venturers shall by notice in writing to each of the others forthwith nominate the number Page 20 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 of representatives to the Committee of Management set out opposite its name below and an alternate for each such representative who shall be empowered to act as such representative in the absence of the said representative and each of the Joint Venturers may by further notice in writing by one to each of the other from time to time revoke any such nomination and in such event a new nomination shall be made in the stead of the person or persons whose nomination has been revoked: Townsville City Council Four (4) Thuringowa City Council Two (2) Trustee Two (2) Each such representative shall be deemed to have power to vote on behalf of and to bind the Joint Venturer nominating such representative and each such alternate shall be deemed to have like powers during any absence from a meeting of the person for whom such alternate is the alternate and for the purposes of this Agreement (except where the context does not admit of such interpretation) reference to a representative shall be deemed to include an alternate acting in the absence of the representative. 8.03 Meetings of Committee of Management 8.03.1Unless otherwise mutually agreed, all meetings of the Committee of Management shall be held at Townsville in the State of Queensland and shall be convened upon at least fourteen (14) days notice in writing given by or on behalf of any of the Joint Venturers to each of the others specifying the purpose time and place of the meeting. A meeting may notwithstanding that it is called with a shorter notice period than the aforesaid period be deemed to be duly called if such shorter period of notice is agreed to by all of the Joint Venturers. 8.03.2A quorum for a meeting of the Committee of Management shall be five (5) representatives including at least one (1) representative nominated by each of the Joint Venturers. Reprint 1B effective 1 July 2009 Page 21

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 8.03.3All decisions of the Committee of Management (other than a decision in relation to the giving of any notice pursuant to Clause 9.04 or Clause 17.02 of the Management Agreement which shall be made by a simple majority) shall require a unanimous decision. At any meeting at which a quorum is present one (1) vote (and no more) may be cast on any question by each representative. 8.03.4At each meeting the Townsville City Council shall nominate one of the representatives present to be the Chairman of the Committee of Management. 8.03.5The Trustee shall provide a secretary to the Committee of Management who shall cause Minutes of each meeting to be kept and distributed to each of the representatives. 8.03.6Any representative may be accompanied at any meeting by up to two (2) assistants or advisors who shall not be entitled to vote. 8.03.7A Minute signed by all of the representatives of the Committee of Management or an exchange of letters signed by all of the representatives of each of the Joint Venturers confirming mutual agreement on any question shall be as effectual and binding on the Joint Venturers as an agreement reached and recorded at a duly convened meeting of the Committee of Management. 8.04 Expenses of Representatives Except as may be otherwise mutually agreed from time to time, each of the Joint Venturers shall be solely responsible for all travelling expenses, accommodation and payments of and to its own representatives and any other servants or agents employed by it in or about the Joint Venture and the affairs thereof from time to time and none of the Joint Venturers shall be entitled as against the Joint Venture or the affairs thereof to any payment, salary, fees or reimbursement. Page 22 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 8.05 Insurance The Committee of Management shall ensure that all appropriate insurance policies in relation to the Entertainment Centre and the operation thereof, all other property owned by the Joint Venture and the Site are effected and the relevant premiums paid. 9. DEALINGS BY JOINT VENTURERS 9.01 Each of the Joint Venturers shall absolutely own and be entitled to its respective share in the Site and all improvements thereon and such ownership and entitlement shall to the maximum extent applicable to a tenancy in common be several but the Joint Venturers shall each make available to the Joint Venture their respective estates and interests for the time being in the Site for the Entertainment Centre and none of the Joint Venturers shall without the consent in writing of each of the others (and in the case of paragraphs 9.01.1, 9.01.2, 9.01.3 and 9.01.5, the Governor-in-Council) first had and obtained during the continuance of the Joint Venture: 9.01.1(except for the purposes of the Joint Venture) mortgage, charge or encumber its estate or interest in the Site (including all improvements thereon) or any part or parts thereof; or 9.01.2(except for the purposes of the Joint Venture) sell, dispose of or assign its estate or interest in the Site (including all improvements thereon) or any part or parts thereof; or 9.01.3(except for the purposes of the Joint Venture) part with the possession of its estate or interest in the Site; or 9.01.4(except for the purposes of the Joint Venture) grant any lease or license over or create in favour of a third party any estate or interest in the Site or over its estate or interest in the Site nor suffer any adverse rights to arise in respect thereof unless such rights shall arise from circumstances beyond the control of the relevant Joint Venturer; or Reprint 1B effective 1 July 2009 Page 23

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 9.01.5apply for or seek any partition or the appointment of trustees for sale or partition of the Site or of any estate or interest therein or any part or parts thereof. 9.02 Without limiting the generality of any other provisions of this Agreement each Joint Venturer shall: 9.02.1permit all subdivisions of the Site which shall be agreed upon to be made or registered and join in and if necessary execute all documents and do all acts which may be reasonably required to effect any of the foregoing; 9.02.2join in all dedications or transfers of land to any local authority or other governmental or semi-governmental authority which may be required in order to obtain consent to reflect any aforesaid subdivision; 9.02.3at all times take and join in taking all such steps and execute all such documents as may be decided upon in order to carry forward the Entertainment Centre and enter into all contracts, leases, licences, agreements, applications, undertakings or guarantees as are necessary or required during the currency of the Joint Venture for obtaining any approvals by any government or statutory authority or for the design, construction, financing, administration, management or operation of the Entertainment Centre; and 9.02.4take and join in taking all such actions, suits and steps which may reasonably be required by the others of the Joint Venturers to prevent or remove any rights, adverse or prejudicial, to the estate or interest of the Joint Venturers or any of them in the site or the performance of this Agreement as the case may be. 9.03 Each Joint Venturer shall at all times during the continuance of the Joint Venture: 9.03.1be just and true to each of the others of them and act bona fide in the best interests of the Joint Venture; and Page 24 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 9.03.2promptly execute all such documents as shall reasonably be required in relation to the Joint Venture. 10. BANKING 10.01 The Committee of Management shall open and maintain such banking account or accounts (if any) with the Australia and New Zealand Banking Group Ltd of Sturt Street, Townsville Branch as it may consider necessary. 10.02 All monies borrowed by the Joint Venture for the purposes of the Joint Venture and all monetary contributions to the Joint Venture by the Joint Venturers and all monies payable to the Joint Venturers pursuant to the Management Agreement and any other monies accruing to the Joint Venture shall be paid into and deposited to the credit of the bank account or accounts referred to in Clause 10.01 and all payments by or on behalf of the Joint Venture shall be made by cheque drawn on such bank account or accounts. All cheques and other drawings on such bank account or accounts shall be signed by not less than three (3) representatives of the Committee of Management comprising at least one (1) representative from each of the Joint Venturers. 11. ACCOUNTS AND AUDITS 11.01 The Joint Venture shall cause to be kept properly posted up books of account in respect of the receipts and expenditure of the Joint Venture and for such purpose shall appoint the Manager to maintain such accounts. On the last day of June in each and every year a full account of the income and expenditure of the Joint Venture for the preceding twelve (12) months (or in the case of the first of such accounts for the period from the date of commencement of the Legislation) and an account of the liabilities undertaken by the Joint Venturer as at such date showing what amount (if any) is due in respect of such liabilities by each of the Joint Venturers to the other or to or for the account of the Joint Venture shall be prepared on behalf of the Joint Venture. Reprint 1B effective 1 July 2009 Page 25

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 11.02 Each such account shall be audited by the Auditor-General or his nominee and subject to the confirmation of such auditor every such account shall be final and binding on the Joint Venturers unless a manifest error shall be found therein within three (3) months in which case such error shall be rectified PROVIDED HOWEVER that except as may be otherwise required by law none of the Joint Venturers shall be bound in the treatment of any item in such account in its own books of account and returns to the Commissioner of Taxation for Income Tax purposes by the treatment thereof by any other Joint Venturer in the books of account and/or returns to the Commissioner of Taxation for income tax purposes of such other Joint Venturer. 11.03 Each of the Joint Venturers shall have the right to examine and inspect any books, records or accounts of the Joint Venture at any reasonable time. 11.04 11.04.1The Committee of Management shall establish a reserve fund which shall be recorded on the books of account of the Joint Venture maintained by the Manager as “Reserve for Replacements, Substitutions and Additions to Plant Furniture and Equipment and Non-Structural Improvements”. 11.04.2At the commencement of the operation of the Entertainment Centre the Committee of Management shall estimate an amount required for replacements, substitutions and additions to the plant furniture and equipment and non-structural repairs and improvements (other than those of a minor nature) in the Entertainment Centre for the period until the 30th June next occurring which figure shall be calculated as three and one half per cent (3.5%) of the estimate of the Total Revenue as that term is defined in the Management Agreement (whether or not the Management Agreement is in full force and effect at the relevant time) to be produced during that period which amount shall be credited to the reserve fund. Page 26 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 11.04.3On 1st July in each year of operation of the Entertainment Centre there shall be credited to the reserve fund an amount equal to three and one half per cent (3.5%) of the Total Revenue as that term is defined in the Management Agreement (whether or not the Management Agreement is in full force and effect at the relevant time) derived in the immediately preceding year. 11.04.4The reserve fund shall be used solely for replacement or substitution of or additions to plant furniture and equipment or non-structural repairs or improvements (other than those of a minor nature) during each year of operation of the Entertainment Centre. All proceeds from the sale of plant furniture and equipment no longer needed for the operation of the Entertainment Centre shall be credited to the reserve fund. All amounts remaining in the reserve fund at the 30th June in each year shall be carried forward and retained until fully used. 11.04.5The Committee of Management shall determine the times at which cash contributions to the reserve fund are to be made by the Joint Venturers PROVIDED THAT cash contributions shall be made to the reserve fund by each of the Joint Venturers in the proportion of their respective participating interests in sufficient time to enable the Joint Venture to comply with its obligations under the Management Agreement. 11.04.6The Joint Venturers acknowledge and agree that while the Management Agreement is in full force and effect the establishment of one reserve fund which enables the Joint Venture to comply with its obligations under the Management Agreement and under this Clause 11.04 shall be sufficient compliance with such obligations. 12. INDEMNITIES 12.01 Each of the Joint Venturers shall indemnify and keep indemnified and hold harmless each of the other Joint Reprint 1B effective 1 July 2009 Page 27

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 Venturers and each of its directors, officers, employees and representatives from and against all losses, claims, actions, damages and liabilities arising out of any obligation or liability suffered or incurred by such other Joint Venturer or any of its directors, officers, employees or representatives as a result of any breach of the firstmentioned Joint Venturer of any of its obligations hereunder. 12.02 Each of the Joint Venturers shall be liable for and shall promptly pay in the proportion of their respective participating interests all liabilities incurred with the approval of the Committee of Management for the purpose of the Joint Venture or to promote the Entertainment Centre (including but without limiting the generality of the foregoing all money borrowed with such approval for such purposes upon the security of the Site and monies payable pursuant to the Development Agreement, the Management Agreement and any other contracts entered into with such approval for the carrying out of work upon the Site) and each of the Joint Venturers shall indemnify each of the other Joint Venturers against all loss, costs and damage which such other shall incur or sustain as a result of or arising from any failure of the firstmentioned Joint Venturer to comply with the provisions of this Clause 12.02. 13. WINDING UP AND SALE 13.01 Notwithstanding any other provision of this Agreement: 13.01.1neither the Entertainment Centre nor the Site shall be sold during the continuance of this Agreement; and 13.01.2the Joint Venture shall not be wound up without the consent in writing of all of the Joint Venturers and the Governor-in-Council. 13.02 In the event that all of the Joint Venturers wish to: 13.02.1sell the Entertainment Centre or the Site; or 13.02.2wind up the Joint Venture the Joint Venture shall subject to obtaining the consent in writing of the Governor-in-Council to such sale or winding up Page 28 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 13.03 have full power and responsibility to make decisions in relation to any such sale or winding up. Subject to Cluse 17.02, a Joint Venturer may not retire from the Joint Venture without the consent in writing of all of the other Joint Venturers and the Governor-in-Council. 14. DEFAULT 14.01 In any of the following circumstances, namely: 14.01.1if any Joint Venturer fails within fourteen (14) days to pay any monies required to be paid by it pursuant to the provisions of this Agreement; 14.01.2if any Joint Venturer shall fail to observe, perform or fulfil any of the terms, covenants, conditions and restrictions herein contained on the part of that Joint Venturer (whether positive or negative) and such failure shall continue for a period of one (1) month; or 14.01.3if a Joint Venturer stops payment generally or ceases or threatens to cease to carry on its business or the major part thereof; then the Joint Venturer responsible therefor or so affected shall be deemed to have made default. 14.02 Upon default by a Joint Venturer a non-defaulting party may give to the defaulting Joint Venturer a notice of default in writing. Upon receipt of such notice the defaulting Joint Venturer shall promptly and with all due diligence cure the default within thirty (30) days from the date of receipt of such notice. 14.03 If a default by a Joint Venturer is not cured within six (6) months from the date of receipt of the notice of default referred to in Clause 14.02 the interest of that Joint Venturer in the Joint Venture shall immediately be forfeited to the remaining Joint Venturers or Joint Venturer and the defaulting Joint Venturer shall forthwith execute all documents and assurances and do all acts whatsoever to transfer its interest in Reprint 1B effective 1 July 2009 Page 29

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 the Joint Venture including its interest in the Site to the remaining Joint Venturers or Joint Venturer. 15. NOTICES 15.01 Any notice required or desired to be given by any party to any other party or to the Committee of Management under this Agreement shall be deemed to have been duly given or made if it be in writing and signed by the party giving the same either under its Common Seal or on its behalf by any duly authorised person including its solicitor or solicitors and sent through the post in a prepaid envelope addressed to the party to receive the notice or if delivered left at the address of the party to receive the notice. The address of posting or delivery shall be the address of the respective party advised to the Joint Venture from time to time in writing and in default of any address being advised the address of the party set out in this Agreement. Any such notice sent by post shall be deemed to have been given at the time when by the ordinary course of post it would have been delivered. 15.02 Any copy of a document or any notice in writing or other written communication required or desired to be given by one party to any other party or the Committee of Management under or pursuant to this Agreement or concerning the Joint Venture may be given by transmitting a facsimile copy thereof via the telephone network to the address for notices of the other party and shall be deemed to have been given (unless the contrary is shown) upon the date and at the time contained in any transmission confirmation report which contains the identification code of the person to whom it was intended to be transmitted and which indicates that the transmission was received without error. If a document or a copy of a document or a notice in writing or other written communication is given after 5.00 pm on any Business Day and before 9.00 am on the next following Business Day and its receipt is not acknowledged by the other party during that period, it shall be deemed to have been given at 9.00 am on that next following Business Day. Page 30 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 16. GENERAL 16.01 The parties acknowledge that the terms, conditions and provisions set out in this Agreement contain the entire agreement as concluded between the parties as at the date of execution hereof notwithstanding any negotiations or discussions prior to the execution hereof and each party expressly acknowledges that it has not been induced to enter into this Agreement by any representation, oral or otherwise, made by or on behalf of any other party. 16.02 This Agreement shall be construed and take effect in accordance with and the rights and obligations under this Agreement shall be governed by the laws of the State. Each of the parties submits to the jurisdiction of the Courts of the State including all Courts of appeal therefrom. 16.03 No delay or omission to exercise any right power or remedy accruing to any party hereunder upon any continuing breach or default under this Agreement shall impair any such right power or remedy of such party nor shall it be construed to be a waiver of any such continuing breach or default or any acquiescence therein or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent in such writings specifically set forth. All remedies either under this Agreement or by law or otherwise afforded to a party shall be cumulative and not in the alternative. 17. TRUSTEE 17.01 Notwithstanding any other provision of this Agreement, and whether or not any such provision is expressed to be unconditional, the parties acknowledge that the Trustee enters into this Agreement in its capacity as trustee of the Breakwater Island Trust and the liability of the Trustee under this Agreement is limited to such of the Trust Fund as defined Reprint 1B effective 1 July 2009 Page 31

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 in the trust deed constituting the Breakwater Island Trust as is for the time being held by the Trustee and available for the purpose. No party shall be entitled to have recourse in satisfaction of any liability of the Trustee under this Agreement to any assets held by the Trustee in its personal capacity or in its capacity as trustee of any trust other than the Breakwater Island Trust. Any agreement entered into by the Joint Venturers must be expressly subject to a provision limiting the liability of the Trustee in the manner provided in this Clause 17. 17.02 If the Trustee at any time proposes to retire as trustee of the Breakwater Island Trust the other parties to this Agreement will consent to the retirement and replacement of the Trustee in accordance with the provisions of the trust deed constituting the Breakwater Island Trust and will not place any conditions upon that consent other than a condition requiring the replacement trustee to acknowledge that it is bound by all the provisions of this Agreement on the part of the Trustee to be observed performed and fulfilled. 18. AMALGAMATION In the event that the Townsville City Council and the Thuringowa City Council are amalgamated or there is a boundary adjustment between the areas of the Townsville City Council and the Thuringowa City Council the parties hereby agree to enter into any further agreements that may be necessary to clarify the interests of the Joint Venturers pursuant to this Agreement. Any such amalgamation will not prejudicially affect in any way the interest of any party pursuant to this Agreement. 19. NAME The name of the Entertainment Centre shall be the “Townsville Breakwater Entertainment Centre” and shall not be changed without the consent in writing of all of the Joint Venturers. Page 32 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 20. COST The parties shall each pay their own costs of and incidental to this Agreement. 21. CASINO CONTROL This Agreement is subject to the Trustee obtaining within three (3) months from the date hereof the consent of the Minister for the time being charged with the administration of the Casino Control Act 1982 to the entry into this Agreement by the Trustee and to the performance of all obligations by the Trustee pursuant to this Agreement failing which this Agreement will cease and determine in which event none of the parties hereto will have any claim against any other of them with respect to any matter or thing arising out of, done, performed or omitted to be done or performed under this Agreement or in anticipation of the coming into force of this Agreement. 22. ACCESS 22.01 Notwithstanding any other provision of this Agreement the Joint Venturers agree that: 22.01.1the Joint Venturers shall grant to the Trustee when requested by the Trustee a right of way easement not more than three (3) metres wide from the Entertainment Centre to the boundary of the Site with Lot 639 on Plant EP2106 in such location as is notified by the Trustee to the Joint Venturers after consultation with the Joint Venturers provided that the location of such easement does not detrimentally interfere with the existing operation of the Entertainment Centre and the Joint Venturers will execute all necessary documents and take all such action as is required to register such easement in the Department of Freehold Land Titles; and 22.01.2the Trustee shall be entitled at any time to construct at its own cost such improvements as it sees fit on the right of way easement referred to in paragraph Reprint 1B effective 1 July 2009 Page 33

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 22.01.1 to facilitate the passage of persons and goods between the Entertainment Centre and the Casino-Hotel constructed upon Lot 639 on Plan EP2106; and 22.01.3in the event that the Trustee carries out any improvements on Lot 639 on Plan EP2106, the Trustee shall have the right of access for its consultants, agents, servants, licensees, invitees, workmen, contractors and other persons authorised by it over the Site for the purpose of carrying out the improvements on Lot 639 on Plan EP2106 including the right for vehicles, equipment, machinery, tools, materials and goods to pass over the site for all purposes connected with the carrying out of the improvements on Lot 639 on Plan EP2106 provided that in exercise of this right, the Trustee shall ensure that there is no detrimental interference with the existing operation of the Entertainment Centre. Page 34 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 FIRST SCHEDULE Volume Folio Deed of Grant N1315 125 Deed of Grant N1315 126 County Parish Description Area Elphinstone Coonambelah Lot 641 on 1.475 Plan EP2106 hectares City of Townsville Elphinstone Coonambelah Lot 643 on 1.213 Plan EP2106 hectares City of Townsville Reprint 1B effective 1 July 2009 Page 35

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SECOND SCHEDULE Page 36 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ THIRD SCHEDULE 1. Carpark—approximate capacity 40 cars located adjacent to the sewerage pumping station to the east of Sir Leslie Thiess Drive and access to the Entertainment Centre $60,000.00 2. Intersection improvements at intersection of Sir Leslie Thiess Drive and access to Entertainment Centre $49,000.00 3. Intersection improvements Flinders Street East- Wickham Street $25,000.00 4. Replace direction signs to include location of the Townsville Breakwater Entertainment Centre $3,000.00 5. Modification of linemarking and signs Sir Leslie Thiess Drive, Flinders Street East, Wickham Street and King Street $5,000.00 6. Modification of central median, Sir Leslie thiess Drive to improve capacity $8,000.00 Total cost to Townsville City Council $150,000.00 Reprint 1B effective 1 July 2009 Page 37

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ FOURTH SCHEDULE Page 38 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ FIFTH SCHEDULE DEVELOPMENT AGREEMENT (Part 3 of Schedule 1 of the Townsville Breakwater Entertainment Centre Act 1991 ) Reprint 1B effective 1 July 2009 Page 39

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SIXTH SCHEDULE MANAGEMENT AGREEMENT (Part 2 of Schedule 1 of the Townsville Breakwater Entertainment Centre Act 1991 ) Page 40 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SEVENTH SCHEDULE Townsville Breakwater Entertainment Centre Act 1991 other than Schedule 1 Reprint 1B effective 1 July 2009 Page 41

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the dates hereinafter set forth. GIVEN under the Official Seal of ANZ EXECUTORS & TRUSTEE COMPANY LIMITED for use in Queensland by authority of the Board of Directors under the hand of a Director and who hereby certify that the Official Seal was affixed in Brisbane on the day of 1991 in the presence of: ) ) ) ) ) ) ) ) ) ANZ Executors & Trustee ) Company Limited A Justice of the Peace GIVEN under the Common Seal of BREAKWATER ISLAND LIMITED this day of 1991 by authority of the Board of Directors in the presence of a Director thereof and the Secretary thereof and in the presence of: ) ) ) ) ) ) ) ) A Justice of the Peace Page 42 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 SEALED with the Common Seal of the COUNCIL OF THE CITY OF TOWNSVILLE and signed by ANTHONY JOHN MOONEY the Mayor and countersigned by KEVIN VINNARD WHEBELL the Town Clerk on the day of 1991 who certify that they are the proper officers in that behalf, in the presence of: ) ) ) _____________________ ) Mayor ) ) ) ) _____________________ ) Town Clerk ) A Justice of the Peace SEALED with the Common Seal of ) the COUNCIL OF THE CITY OF ) THURINGOWA and signed by ) LESLIE RONALD TYRELL the ) _____________________ Mayor and countersigned by ANTHONY ) Mayor JOSEPH GUNN the Town Clerk on ) the day of 1991 who certify ) that they are the proper officers in that ) _____________________ behalf in the presence of: ) Town Clerk A Justice of the Peace Reprint 1B effective 1 July 2009 Page 43

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 PART 2—MANAGEMENT AGREEMENT THIS AGREEMENT is made the day of 1991 BETWEEN (1) ANZ EXECUTORS & TRUSTEE COMPANY LIMITED a company duly incorporated by law in the State of Victoria and having its principal place of business in the State of Queensland at 307 Queen Street, Brisbane in the said State as trustee of the BREAKWATER ISLAND TRUST, COUNCIL OF THE CITY OF TOWNSVILLE a local authority duly constituted under the provisions of the Local Government Act 1936 and having its Public Office at Administration Building, Walker Street, Townsville in the State of Queensland and COUNCIL OF THE CITY OF THURINGOWA a local authority duly constituted under the provisions of the Local Government Act 1936 and having its Public Office at 86 Thuringowa Drive, Thuringowa Central in the State of Queensland (hereinafter collectively called “the Owner”) AND (2) ANZ EXECUTORS & TRUSTEE COMPANY LIMITED a company duly incorporated by law in the State of Victoria and having its principal place of business in the State of Queensland at 307 Queen Street, Brisbane in the said State as trustee of the BREAKWATER ISLAND TRUST (hereinafter called “the Operator”) AND (3) BREAKWATER ISLAND LIMITED a company duly incorporated by law in the State of Queensland and having its registered office at Ground Floor, Garden Square, 643 Kessels Road, Upper Mt Gravatt, Brisbane in the said State (hereinafter called “the Manager”) Page 44 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 WHEREAS A. The Owner is or is entitled to be or will be the registered proprietor of an estate in fee simple in the land described in the First Schedule on which it proposes to construct a convention exhibition sports and entertainment centre. B. The Operator is the trustee and the Manager is the manager of the Breakwater Island Trust established pursuant to a trust deed dated the 22nd November 1984. C. The Owner wishes the Operator to manage the convention exhibition sports and entertainment centre which the Operator has agreed to do. D. The Owner has engaged MULTIPLEX CONSTRUCTIONS PTY LTD to design, construct, furnish and equip the convention exhibition sports and entertainment centre. NOW THIS AGREEMENT WITNESSES that in consideration of the premises the parties hereto do covenant and agree as follows: 1. INTERPRETATION In this Agreement, unless otherwise provided or unless there is something in the subject matter or context inconsistent herewith, the expressions following (whether appearing with or without capital letters) shall have the meanings hereinafter in this clause respectively assigned to them. 1.01 “accounting period” means a period of not less than two weeks nor more than two months as determined by the Operator. 1.02 “accounting year” means each of the years ending on 30th June during the Operating Term except that the first accounting year shall be that period commencing on the Opening Date and ending on the 30th June next occurring. 1.03 “Breakwater Island Trust” means the trust established pursuant to a trust deed dated 22nd November 1984 and entered into between Breakwater Island Limited as manager Reprint 1B effective 1 July 2009 Page 45

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 and ANZ Executors & Trustee Company Limited as trustee as amended. 1.04 “Building and Appurtenances” means the convention exhibition sports and entertainment centre building erected on the Site together with all installations therein including without limitation lighting, sound, seating, sanitary equipment, air-conditioning, refrigeration and built-in kitchen equipment. 1.05 “Business Days” means those days on which the banks in Townsville are open for corporate business. 1.06 “Defined Costs” means all costs and expenses of maintaining, conducting and supervising the operation of the Entertainment Centre (which do not include (1) depreciation, (2) amounts credited to and expenditure from the Reserve Fund and (3) general rates and land taxes which are to be borne by the Owner) incurred by the Operator directly or at its request pursuant to this Agreement or as otherwise specifically provided herein, which are properly incurred and attributable to the period under consideration under the Operator’s system of accounting including without limitation: (1) The cost of all food and beverages sold or consumed; (2) Salaries and wages of Entertainment Centre personnel, including costs of payroll taxes and employee benefits (which benefits may include, without limitation, a pension plan, medical insurance, life insurance, an executive bonus program and home leave transportation expenses) and any amount accrued or paid for severance termination pay (other than with respect to severance or termination pay agreed to in the terms of their engagement unless with the Owner’s consent) long service leave or superannuation payments related to the period of employment at the Entertainment Centre; (3) The cost of all other goods and services obtained by the Operator in connection with its operation of the Entertainment Centre including, without limitation, heat and utilities, office supplies and all services performed by third parties. Page 46 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 (4) Insurance premiums and insurance excesses for property damage insurance on the Entertainment Centre and its contents, public or third party liability insurance, Workers’ Compensation Insurance or insurance required by similar employee benefits acts and such business interruption or other insurance as may be provided for protection against claims, liabilities and losses arising from the operation of the Entertainment Centre. Premiums on policies for more than one year will be pro-rated over the period of insurance and premiums under blanket policies will be allocated among properties covered. (5) All taxes, assessments and other charges (other than income taxes but including turnover tax) payable by or assessed against the Operator with respect to the operation of the Entertainment Centre, and water and sewer and pedestal rates or charges and licence fees under the LiquorAct. Specifically excluded from Defined Costs are all land taxes levied or imposed against the Site and that part of Council or local government rates, charges, or taxes attributed to the Entertainment Centre or the Site after deducting from such rates, charges and taxes that component which relates specifically to services provided by the Council or local government body. (6) Legal fees and disbursements and fees of any Independent Certified Public Accountant for services directly related to the operation of the Entertainment Centre and its facilities and fees for the audit of the accounts relating to the Entertainment Centre. (7) The costs and expenses of technical consultants and specialised operational experts for specialised services in connection with non-recurring work on operational, functional, decorating, design or construction problems and activities. (8) All expenses of sales promotion and public relations activities and subject to Clause 6.04.2 all expenses for advertising the Entertainment Centre. Reprint 1B effective 1 July 2009 Page 47

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 (9) All out-of-pocket expenses and disbursements determined by the Independent Certified Public Accountant to have been reasonably, properly and specifically incurred by the Operator, or the Manager pursuant to, in the course of and directly related to, the management and operation of the Entertainment Centre under this Agreement. Without limiting the generality of the foregoing, such charges may include all reasonable travel, telephone, telegram, facsimile, radiogram, cablegram, air express and other incidental expenses. (10) All Pre-Opening Expenses. (11) The costs and expenses of repairs and improvements of a minor nature (including those effected pursuant to a maintenance contract) to the Building and Appurtenances which are not of a structural nature and which arise during the day to day normal operation of the Entertainment Centre. Specifically excluded from Defined Costs are the costs and expenses of repairs and improvements effected in accordance with a refurbishment program undertaken by the Operator (with the consent of the Owner if required by this agreement), the costs and expenses of repairs to plant and equipment which has substantially reached the end of its economic life and the costs and expenses of any repairs or improvements which arise as a result of a latent defect in the Building and Appurtenances. (12) Any other expenses expressly provided in this Agreement as being Defined Costs. 1.07 “Development Agreement” means the agreement entered into or to be entered into by the Owner with MULTIPLEX CONSTRUCTIONS PTY LTD for the design, construction, furnishing and equipping of the Entertainment Centre. 1.08 “Entertainment Centre” means the Site the Building and Appurtenances and the Furniture and Equipment. 1.09 “Estimated Opening Date” means the 22nd day of February 1993 or such other date as the Owner and Operator agree to as the date they estimate to be the Opening Date. Page 48 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 1.10 “Furniture and Equipment” means all necessary furniture, furnishings, wall and floor coverings and plant and equipment to operate the Entertainment Centre. 1.11 “Gross Operating Surplus” means the excess of Total Revenue over Defined Costs. 1.12 “Independent Certified Public Accountant” means: (a) for the purposes of this Agreement where there is a need for a determination of a dispute by reference to an independent Certified Public Accountant, an accountant or firm of accountants selected by one party from three nominations put forward by the other party where that other party has requested use of another accountant to that nominated in (b) below; and (b) for all other purposes of this Agreement and where no request for use of another accountant has been made as provided in (a) above, the Auditor-General or his nominee. 1.13 “Management Fee” means an amount equal to twenty percent (20%) of the Gross Operating Surplus (if any) and referred to in Clause 10. 1.14 “Manager” means Breakwater Island Limited. 1.15 “Net Operating Surplus” means an amount equal to eighty percent (80%) of the Gross Operating Surplus (if any) and referred to in Clause 10. 1.16 “Non-Structural Improvements” means repairs and improvements (other than those of a minor nature included in Defined Costs and referred to in Clause 1.06(11)) to the Building and Appurtenances which are not of a structural nature. 1.17 “Opening Date” means the date referred to in Clause 4. 1.18 “Operating Term” shall mean the initial operating term referred to in Clause 5 and any extension thereof. 1.19 “Operator” means ANZ Executors & Trustee Company Limited in its capacity as trustee of the Breakwater Island Trust or any other person who for the time being is the trustee of the Breakwater Island Trust. Reprint 1B effective 1 July 2009 Page 49

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 1.20 “Owner” means ANZ Executors & Trustee Company Limited in its capacity as trustee of the Breakwater Island Trust, the Council of the City of Townsville and the Council of the City of Thuringowa. 1.21 “Participation Agreement” means the agreement dated the ________ day of _____________ 1991 entered into between ANZ Executors & Trustee Company Limited in its capacity as trustee of the Breakwater Island Trust, Breakwater Island Limited, Council of the City of Townsville and Council of the City of Thuringowa. 1.22 “parties” and “party” mean respectively the parties to this Agreement and any one of those parties. 1.23 “Pre-Opening Expenses” means all expenses incurred by the Operator in performing Pre-Opening Services in connection with the opening of the Entertainment Centre by the Owner including without limitation travel expenses of employees and expenses of business entertainment; the cost of pre-opening advertising, promotion and publicity; and the cost of suitable ceremonies. 1.24 “Pre-Opening Services” means those services referred to in Clause 3. 1.25 “Reserve Fund” means a fund created for the purpose of making replacements, substitutions and additions to Furniture and Equipment and Non-Structural Improvements pursuant to Clause 11. 1.26 “Schematic Design Drawings, Plans and Specifications” means the schematic design drawings, plans and specifications referred to in the Development Agreement. 1.27 “Site” means the land described in the First Schedule. The expression extends to and includes any future description consequent upon any resurvey of the Site including pursuant to Clause 4.02 of the Participation Agreement. 1.28 “Trust Deed” means the trust deed dated 22nd November 1984 entered into between Breakwater Island Limited as manager and ANZ Executors & Trustee Company Limited as trustee as amended. Page 50 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 1.29 “Total Revenue” means all income and proceeds of sales of every kind (whether in cash or on credit) resulting from the operation of the Entertainment Centre and all of the facilities therein which are received or receivable during the period under consideration under the Operator’s system of accounting including, without limitation, all income received from tenants, patrons, lessees, licensees and concessionaires (but not including the gross receipts of such lessees, licensees or concessionaires) and other persons occupying space at the Entertainment Centre and/or rendering services to patrons, all subsidy payments, governmental allowances and awards, the value of any sponsorships, any other form of incentive payments or awards from any source whatsoever which are attributable to the occupation of the Entertainment Centre and the proceeds of use and occupancy insurance actually received by the Operator or the Owner with respect to the operation of the Entertainment Centre (after deduction from said insurance proceeds of all necessary expenses incurred in the adjustment or collection thereof) after deducting any value added tax or betterment levy payable to any Government or statutory authority. 1.30 Words denoting the singular number only shall include the plural number and vice versa and the masculine shall include the feminine and vice versa and words denoting individual persons only shall include corporations. 1.31 A reference in this Agreement to any Act of Parliament or any Section thereof shall be read as though the words “or any statutory modification or re-enactment thereof or any statutory provisions substituted therefor” were added to such reference. 1.32 The expression “$” or “Dollars” means Australian Dollars unless otherwise provided or unless inconsistent with the context or subject matter. 1.33 The headings in this Agreement are included for convenience only and shall not affect the construction of this Agreement. 1.34 References to Clauses and Schedules are references to Clauses and Schedules in this Agreement. Reprint 1B effective 1 July 2009 Page 51

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 2. CONSTRUCTION OF BREAKWATER ENTERTAINMENT CENTRE AND INSTALLATIONS BY OWNER 2.01 The Owner shall in accordance with the Schematic Design Drawings, Plans and Specifications and in conformity with all applicable laws, ordinances and governmental regulations at its own expense and with all reasonable diligence construct, furnish and equip on the Site the Entertainment Centre. The Operator acknowledges that it has perused and is currently satisfied with the Schematic Design Drawings, Plans and Specifications. The Schematic Design Drawings, Plans and Specifications shall not be changed in any material manner without the consent in writing of the Operator nor shall the Owner make any additions or alterations to the Entertainment Centre during the Operating Term without the prior written approval of the Operator such approval not to be unreasonably withheld to any alteration, addition or improvement necessary in the opinion of the Owner for the safety, security or preservation of the Entertainment Centre or for compliance with any applicable law or regulation. The Operator may require the Owner to cause such changes in the Schematic Design Drawings, Plans and Specifications as are necessary to meet problems that may arise during the period of constructing, furnishing and equipping the Entertainment Centre which could reasonably be expected to materially affect the operation of the Entertainment Centre having regard to comparable entertainment centres. The Operator shall have the right to periodically inspect the construction to determine if such construction is in conformity with the Schematic Design Drawings, Plans and Specifications. 2.02 The Owner shall commence design and construction of the Entertainment Centre within seven (7) days from the date of this Agreement and shall complete the construction of the Entertainment Centre and the installation of the Furniture and Equipment within sixteen (16) months thereafter such dates being subject to extension for delays due to causes reasonably beyond the control of the Owner. 2.03 The Entertainment Centre shall be a facility designed for entertainment, convention, exhibition and sporting events. It Page 52 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 giving fourteen (14) days prior written notice thereof to the Contractor. Following the receipt of such written notice the Contractor shall cease to carry out the work under the Agreement or such part of the work under the Agreement as may be specified in the notice for such cessation and shall vacate the Site together with its Constructional Plant and employees. (b) The Contractor shall be paid the following amounts by the Joint Venture: (i) payment for all of the work under the Agreement carried out by the Contractor in accordance with the Agreement up to the date of termination; and (ii) all actual and reasonable costs incurred by the Contractor as a necessary consequence of the termination of the Agreement provided that the Contractor shall not be entitled to claim or be paid for any amount by way of loss of profits, lost bonus or other loss or damage in respect of either the uncompleted parts of the work under the Agreement or because the Works do not reach a stage of Practical Completion. (c) The Contractor shall ensure that a provision to like effect is included in any contract or agreement which the Contractor enters into with respect to the work under the Agreement. 51. CASINO CONTROL The Agreement is subject to ANZ Executors & Trustee Company Limited obtaining within three (3) months from the date hereof the consent of the Minister for the time being charged with the administration of the CasinoControlAct1982 to the entry into the Agreement by ANZ Executors & Trustee Company Limited and to the performance of all obligations by ANZ Executors & Trustee Company Limited pursuant to the Agreement failing which the Agreement will cease and determine in which event none of the parties hereto will have any claim against any other of them with respect to any matter orthing arising out of, done, performed or omitted to be done or performed under the Agreement or in anticipation of the coming into force of the Agreement. Page 148 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 52. DISCLAIMER 52.1 The Contractor acknowledges that it did not in any way rely upon any information, representation, statement or documentation not forming part of the Agreement made by or provided to the Contractor by the Joint Venture, or its officers, employees, agents or advisers or any other person acting on its behalf for the purposes of entering into the Agreement. In this regard the Contractor warrants that it enters into the Agreement based on its own investigations, interpretations, deductions, information and determinations and the Contractor acknowledges that it is aware that the Joint Venture has entered into the Agreement relying upon this warrant. 52.2 Subject to any law to the contrary, and to the maximum extent permitted by law, the Joint Venture and its officers, employees, agents and advisers and any other person acting on its behalf disclaim all liability for any loss or damage (whether foreseeable or not) suffered by any person acting on any information, representation, statement or document not forming part of the Agreement made by or provided to the Contractor by the Joint Venture or any of its representatives whether the loss or damage arises in connection with any negligence, default or lack of care on the part of the Joint Venture or any of its representatives, any misrepresentation or any other cause. 52.3 For the purposes of this Clause 52, the Joint Venture is to be deemed to be contracting on behalf of itself as well as acting as agent for all persons who are its officers, employees, agents or advisers or any other person acting on its behalf from time to time and whose persons are to be deemed parties to this Agreement. Reprint 1B effective 1 July 2009 Page 149

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 SCHEDULE A TOWNSVILLE BREAKWATER ENTERTAINMENT CENTRE ARCHITECTUAL DRAWINGS One (1) Set of Architectural Drawings (DD1 to DD5, A2/OA) dated 15th October 1991, prepared by Peter Hunt Architect One (1) Set of A3 Sketch Details (2B, 3B, 4A, 5A, 6, 7A, 9, 10, 11, 12, Figure 1) dated 15th October 1991 One (1) Mechanical Services Performing Specification and Drawings (No 91049) prepared by Steens Gray and Kelly Pty Ltd One (1) Electrical Services Preliminary Specification and Drawings, prepared by Wright Mackay and Associates One (1) Outline Specification and Scope of Works dated 15th October 1991, prepared by Peter Hunt Architect One (1) Addendum to the Outline Specification dated 16th October 1991, prepared by Peter Hunt Architect One (1) Schedule of Accommodation, Finishes, Fittings and Services dated 15th October 1991, prepared by Peter Hunt Architect One (1) Furniture, Fittings and Equipment budget Schedule dated 26th September 1991, (totalling $1.6 million) Pages 1 to 6 One (1) Set of Structural Drawings (issued previously). Details as follows: — Roof framing Plan SK1C — Typical Sections SK2C — Preliminary Piling Layout SK3B — Seating Beams and Plant Room Slab SK4C Page 150 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SCHEDULE B TOWNSVILLE BREAKWATER ENTERTAINMENT CENTRE PROJECT CONSULTANTS 1. ARCHITECT Peter Hunt Architect $ 611,000.00 2. CIVIL ENGINEER McIntyre Associates 24,000.00 3. STRUCTURAL ENGINEER Barwood Parker and McIntyre & Associates 152,000.00 4. MECHANICAL ENGINEER Steens Gray & Kelly/ Meinhardt Axon 96,000.00 5. ELECTRICAL ENGINEER Wright Mackay/ Meinhardt Axon 79,000.00 6. HYDRAULIC AND FIRE SERVICES Parker Paul & Partners 18,000.00 7. ENVIRONMENTAL N Gabriels 10,000.00 8. QUANTITY SURVEYOR W T Partnership 92,000.00 9. DISBURSEMENT COSTS Printing, Couriers etc Allowance 20,000.00 10. FEE CONTINGENCY Allowance 20,000.00 $1,122,000.00 Reprint 1B effective 1 July 2009 Page 151

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 NOTE: 1. Disbursements and Fee contingency are maximum allowances 2. The above fees include all travel costs Page 152 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SCHEDULE C TOWNSVILLE BREAKWATER ENTERTAINMENT CENTRE PRELIMINARY BUDGET ESTIMATE SUBSTRUCTURE SUPERSTRUCTURE Columns Upper floors Staircases Roof External Walls Windows External Doors Internal Walls Internal Screens Internal Doors FINISHES Wall Finishes Floor Finishes Ceiling Finishes FITTINGS Fitments FF & E SERVICES Sanitary Plumbing, etc. Reprint 1B effective 1 July 2009 $ $1,040,350.00 207,245.00 744,655.00 83,120.00 1,358,130.00 599,590.00 30,000.00 73,180.00 394,585.00 132,260.00 147,690.00 24,390.00 96,726.00 138,115.00 161,596.00 1,600,000.00 500,000.00 Page 153

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 Mechanical Installation Fire Protection Electric Light and Power Special Services SITE WORKS Site Preparation (not applicable) Roads, Footpaths and Paved Areas Boundary Walls, Fencing and Gates Outbuildings and Covered Ways Landscaping and Improvements Carried Forward Brought Forward EXTERNAL SERVICES External Stormwater Drainage External Sewer Drainage —Included in Sanitary Plumbing External Water Supply —Included in Sanitary Plumbing External Electric Light and Power —Included in electrical works (NORQEB contributions only) Trade Contingency Estimated Cost of Construction Elements Fixed Lump Sum for Contractor’s design, documentation and commissioning fees 1,738,000.00 — 1,125,000.00 65,000.00 — 673,680.00 16,150.00 10,000.00 123,340.00 $11,082,802.00 $ $11,082,802.00 111,800.00 — — 20,000.00 100,000.00 11,314,602.00 nil Page 154 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 Fixed Lump Sum for Off-Site Overheads and Profit 275,000.00 Fixed Lump Sum for On-Site Overheads 910,398.00 Fixed Lump Sum for Project Consultant’s fees 1,122,000.00 TOTAL $13,622,000.00 Reprint 1B effective 1 July 2009 Page 155

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 SCHEDULE D TOWNSVILLE BREAKWATER ENTERTAINMENT CENTRE Construction Program Date: 2/10/91 DWG No 1798-1-2 Page 156 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 ´ SCHEDULE E Reprint 1B effective 1 July 2009 Page 157

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 IN WITNESS WHEREOF this Agreement has been executed as a deed by the parties hereto on the dates hereinafter set forth. GIVEN under the Official Seal of ANZ EXECUTORS & TRUSTEE COMPANY LIMITED for use in Queensland by authority of the Board of Directors under the hand of a Director and who hereby certify that the Official Seal was affixed in Brisbane on the day of 1991 in the presence of: ) ) ) ) ) ) ) _______________________ ) ANZ Executors & Trustee ) Company Limited ) A Justice of the Peace SEALED with the Common Seal of the COUNCIL OF THE CITY OF TOWNSVILLE and signed by ANTHONY JOHN MOONEY the Mayor and countersigned by KEVIN VINNARD WHEBELL the Town Clerk on the day of 199 who certify that they are the proper officers in that behalf, in the presence of: ) ) ) _____________________ ) Mayor ) ) ) ) _____________________ ) Town Clerk ) A Justice of the Peace Page 158 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 SEALED with the Common Seal of ) the COUNCIL OF THE CITY OF ) THURINGOWA and signed by ) LESLIE RONALD TYRELL the ) _____________________ Mayor and countersigned by ANTHONY ) Mayor JOSEPH GUNN the Town Clerk on ) the day of 199 who certify ) that they are the proper officers in that ) _____________________ behalf in the presence of: ) Town Clerk A Justice of the Peace GIVEN under the Common Seal of ) MULTIPLEX CONSTRUCTIONS ) PTY LTD this day of 199 by ) authority of a resolution of the Board of ) Directors in the presence of ) a Director thereof and ) the Secretary thereof and in the ) presence of: ) A Justice of the Peace Reprint 1B effective 1 July 2009 Page 159

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 PART 4—FIRST AMENDMENT AGREEMENT THIS AGREEMENT is made the day of 1997 BETWEEN (1) PERPETUAL TRUSTEES QUEENSLAND LIMITED (ACN 009 656 811) a company duly incorporated and having its registered office at 10th Floor, Riverside Centre, 123 Eagle Street, Brisbane, in the State of Queensland as trustee of the Breakwater Island Trust (hereinafter called “the Trustee”) AND (2) BREAKWATER ISLAND LIMITED (ACN 010 271 691) a company duly incorporated and having its registered office at Ground Floor, Garden Square, 643 Kessels Road, Upper Mount Gravatt, in the © State of Queensland (hereinafter called “the Manager”) AND (3) COUNCIL OF THE CITY OF TOWNSVILLE a local government duly constituted under the provisions of the Local Government Act 1993 and having its Public Office at Administration Building, Walker Street, Townsville in the State of Queensland (hereinafter called “the Townsville City Council”) AND (4) COUNCIL OF THE CITY OF THURINGOWA a local government duly constituted under the provisions of the Local GovernmentAct 1993 and having its Public Office at 86 Thuringowa Drive, Thuringowa Page 160 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 Central in the State of Queensland (hereinafter called “the Thuringowa City Council”) WHEREAS A. The Trustee, the Manager, the Townsville City Council and the Thuringowa City Council are parties to an agreement dated the 13th day of December 1991 (hereinafter called “the Participation Agreement”) in relation to the Townsville Breakwater Entertainment Centre. B. The Government of the State of Queensland has agreed to make a grant to the Townsville City Council and the Thuringowa City Council to enable the upgrading of the Townsville Breakwater Entertainment Centre. C. Legislation has been enacted by the Parliament of the State of Queensland facilitating the upgrading of the Townsville Breakwater Entertainment Centre. D. The parties have agreed to enter into this Agreement to vary the Participation Agreement. NOW THIS AGREEMENT WITNESSES that in consideration of the premises the parties hereto do covenant and agree as follows: 1. LEGISLATION The parties acknowledge the Townsville Breakwater Entertainment CentreAmendment Act 1997 has been enacted by the Parliament of Queensland to facilitate this Agreement. Reprint 1B effective 1 July 2009 Page 161

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 2. VARIATION OF PROVISIONS OF PARTICIPATION AGREEMENT The Participation Agreement is hereby varied as follows: 2.01 the following words are inserted in Clause 1.07 after the word “Agreement”: “and as upgraded in accordance with the update Plans and Specifications”; 2.02 the following words are inserted in Clause 1.13 in lieu of the words “set out in”: “determined by”; 2.03 Clauses 1.19 to 1.23 inclusive are renumbered 1.20 to 1.24 respectively; 2.04 a new Clause 1.19 is inserted as follows: “1.19 “update Plans and Specifications” means the plans and specifications dated 23 April 1997, signed by the Joint Venturers, and entitled the Townsville Breakwater Entertainment Centre Update Plans and Specifications.”; 2.05 the following words are inserted at the end of Clause 3.05: “PROVIDED THAT in the event that any further contributions to the capital of the Joint Venture are made by the Joint Venturers other than in the proportion of their respective participating interests the proportions in which the Joint Venturers shall thereafter share in the profits or losses of the Joint Venture shall be adjusted accordingly to reflect each Joint Venturer’s overall contribution to the capital of the Joint Venture as a percentage of the total capital contributions to the Joint Venture.”; Page 162 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 2.06 a new Clause 4.04 is inserted as follows: “4.04 In the event that the participating interest of any of the Joint Venturers is adjusted by 0.5% or more in accordance with Clause 3.05 the shares of the Joint Venturers shown on the deed of grant referred to in Clause 4.01 shall be adjusted to reflect the participating interests of the Joint Venturers.”; 2.07 Clause 5.06 is deleted; 2.08 Clause 5.07 is renumbered Clause 5.06 and the words “in accordance with Clause 5.06” are deleted therefrom; 2.09 a new Clause 23 is inserted as follows: “ 23. FURTHER CONTRIBUTIONS 23.01 The parties acknowledge that the Government of the State of Queensland has agreed to make a grant to the Townsville City Council and the Thuringowa City Council being an amount of not more than $11.5 million to enable the upgrading of the Townsville Breakwater Entertainment Centre. 23.02 The Townsville City Council will contribute an amount being 5/7 (five-sevenths) of the total amount granted by the Government of the State of Queensland to the Townsville City Council and the Thuringowa City Council in cash by way of further capital contribution to the Joint Venture. 23.03 The Thuringowa City Council will contribute an amount being 2/7 (two-sevenths) of the total amount granted by the Government of the State of Queensland to the Townsville City Council and the Thuringowa City Council in cash by way of further capital contribution to the Joint Venture. 23.04 The cash capital contributions referred to in Clauses 23.02 and 23.03 shall be made by the Councils as to the sum of $3.5 million within seven (7) days from the date of this Agreement being an amount of $2.5 million from the Townsville City Council and an amount of $1 million from the Thuringowa City Council, Reprint 1B effective 1 July 2009 Page 163

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 and as to the balance of $8 million in sufficient time to enable payment of the amount referred to in Clause 24.05 and progress payments up to an amount of $8 million for the upgrading of the Entertainment Centre in accordance with the update Plans and Specifications. The sum of $3.5 million shall be invested by the Committee of Management and used to pay the remaining progress payments in excess of the amount of $8 million after the sum of $8 million has been used to pay progress payments.”; 2.10 a new Clause 24 is inserted as follows: “ 24. UPGRADING OF ENTERTAINMENT CENTRE 24.01 The Joint Venturers shall cause the Entertainment Centre to be upgraded in accordance with the update Plans and Specifications. 24.02 Each of the Joint Venturers accepts and approves the upgrading of the Entertainment Centre in accordance with the update Plans and Specifications and in particular the Townsville City Council agrees that no town planning requirements other than those incorporated in the update Plans and Specifications will be imposed by the Townsville City Council. The Townsville City Council agrees that no further development of any land owned by the Trustee in its capacity as trustee of Breakwater Island Trust will be in any way affected by the imposition of any carparking requirements relating to the Entertainment Centre. 24.03 The Joint Venturers shall ensure that an appropriate system of contract administration is instituted and maintained in respect of the upgrading of the Entertainment Centre incorporating the requirements if any of the Government of the State of Queensland and shall ensure that all progress claims are certified by a quantity surveyor approved by the Joint Venturers prior to payment. 24.04 In the event that the further capital contributions to be contributed by the Townsville City Council and the Thuringowa City Council are insufficient to enable the upgrading of the Entertainment Centre in accordance with the update Plans and Specifications each of the Joint Venturers hereby agrees that if the Joint Venturers are unable to agree how such shortfall in funds is to Page 164 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 be met then notwithstanding Clause 5.06 of this Agreement the Joint Venturers shall contribute in the proportion of their respective participating interests the funds required for the upgrading of the Entertainment Centre in accordance with the update Plans and Specifications. 24.05 The Joint Venture shall from the cash capital contributions referred to in Clauses 23.02 and 23.03 pay to the Trustee as operator of the Entertainment Centre an amount of $150,000 in relation to the decommissioning and recommissioning of the Entertainment Centre necessary to allow the Entertainment Centre to be upgraded in accordance with the update Plans and Specifications.” 3. BREAKWATER ISLAND TRUST 3.1 The Trustee enters into this Agreement only in its capacity as trustee of the Trust and in no other capacity. A liability arising under or in connection with this Agreement can be enforced against the Trustee only to the extent to which it can be satisfied out of property of the Trust out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee’s liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement. 3.2 The parties other than the Trustee may not sue the Trustee in any capacity other than as trustee of the Trust, including seek the appointment of a receiver (except in relation to property of the Trust), a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangement of or affecting the Trustee (except in relation to property of the Trust). 3.3 The provisions of this Clause 3 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under the trust deed establishing the Trust or by operation of law Reprint 1B effective 1 July 2009 Page 165

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 there is a reduction in the extent of the Trustee’s indemnification out of the assets of the Trust, as a result of the Trustee’s fraud, negligence or breach of trust. 3.4 It is acknowledged that the manager of the Trust is responsible under the trust deed establishing the Trust for performing a variety of obligations relating to the Trust, including under this Agreement. No act or omission of the Trustee (including any related failure to satisfy its obligations under this Agreement) will be considered fraud, negligence or breach of trust of the Trustee for the purpose of paragraph 3.3 of this Clause 3 to the extent to which the act or omission was caused or contributed to by any failure by the manager or any other person to fulfil its obligations relating to the Trust or by any other act or omission of the manager or any other person. 3.5 No attorney, agent, receiver or receiver and manager appointed in accordance with this Agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence or breach of trust of the Trustee for the purpose of paragraph 3.3 of this Clause 3. 3.6 The Trustee is not obliged to do or refrain from doing anything under this Agreement (including incur any liability) unless the Trustee’s liability is limited in the same manner as set out in paragraphs 3.1 to 3.2 of this Clause 3. 4. CASINO CONTROL ACT This Agreement is subject to the Trustee obtaining within three (3) months from the date hereof the consent of the Minister for the time being charged with the administration of the Casino Control Act 1982 to the entry into this Agreement by the Trustee and to the performance of all obligations by the Trustee pursuant to this Agreement failing which this Agreement will cease and determine in which event none of the parties hereto will have any Page 166 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 claim against any other of them with respect to any matter or thing arising out of, done, performed or omitted to be done or performed under this Agreement or in anticipation of the coming into force of this Agreement. 5. COST The parties shall each pay their own costs of and incidental to this Agreement. 6. GENERAL Except as herein expressly varied or as otherwise absolutely required by strict and necessary implication by reason of this Agreement the terms and conditions of the Participation Agreement shall in all respects remain in full force and effect and without limiting the generality of the foregoing the provisions of Clause 8 of the Participation Agreement apply in respect of the upgrading of the Entertainment Centre in accordance with the update Plans and Specifications. Any words and phrases not defined herein which are defined in the Participation Agreement shall have the same meaning herein as such words and phrases bear in the Participation Agreement. Reprint 1B effective 1 July 2009 Page 167

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the dates hereinafter set forth. THE COMMON SEAL of PERPETUAL ) TRUSTEES QUEENSLAND LIMITED ) is affixed in accordance with its articles of ) association on the day of 1997 ) in the presence of: ) A Justice of the Peace GIVEN under the Common Seal of ) BREAKWATER ISLAND LIMITED ) this day of 1997 by ) authority of the Board of Directors in the ) presence of ) a Director thereof and ) the Secretary thereof and in the presence of: ) A Justice of the Peace Page 168 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Schedule 1 SEALED with the Common Seal of the TOWNSVILLE CITY COUNCIL and signed this day of 1997 by ANTHONY JOHN MOONEY the Mayor and BRIAN STEPHEN GUTHRIE the Chief Executive Officer by authority of a Resolution of the Council in the presence of: ) ) ) ___________________ ) Mayor ) ) ___________________ ) Chief Executive Officer A Justice of the Peace SEALED with the Common Seal of ) THURINGOWA CITY COUNCIL ) and signed by LESLIE RONALD TYRELL ) ___________________ the Mayor of the said City and countersigned ) Mayor by ANTHONY JOSEPH GUNN the Chief ) Executive Officer on the day of ) ___________________ 1997 who certify that they are the ) Chief Executive Officer proper officers in that behalf in the presence of: ) A Justice of the Peace Reprint 1B effective 1 July 2009 Page 169

Townsville Breakwater Entertainment Centre Act 1991 Schedule 2 Schedule 2 Site plan sections 12 and 13 Page 170 Reprint 1B effective 1 July 2009

Endnotes Townsville Breakwater Entertainment Centre Act 1991 Endnotes 1 Index to endnotes Page 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172 4 Table of reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172 5 Tables in earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172 6 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .173 7 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .173 2 Date to which amendments incorporated This is the reprint date mentioned in the Reprints Act 1992, section 5(c). Accordingly, this reprint includes all amendments that commenced operation on or before 1 July 2009. Future amendments of the Townsville Breakwater Entertainment Centre Act 1991 may be made in accordance with this reprint under the Reprints Act 1992, section 49. Reprint 1B effective 1 July 2009 Page 171

Townsville Breakwater Entertainment Centre Act 1991 Endnotes 3 Key Key to abbreviations in list of legislation and annotations Key AIA amd amdt ch def div exp gaz hdg ins lap notfd num o in c om orig p para prec pres prev Explanation = Acts Interpretation Act 1954 = amended = amendment = chapter = definition = division = expires/expired = gazette = heading = inserted = lapsed = notified = numbered = order in council = omitted = original = page = paragraph = preceding = present = previous Key (prev) proc prov pt pubd R[X] RA reloc renum rep (retro) rv s sch sdiv SIA SIR SL sub unnum Explanation = previously = proclamation = provision = part = published = Reprint No. [X] = Reprints Act 1992 = relocated = renumbered = repealed = retrospectively = revised edition = section = schedule = subdivision = Statutory Instruments Act 1992 = Statutory Instruments Regulation 2002 = subordinate legislation = substituted = unnumbered 4 Table of reprints Reprints are issued for both future and past effective dates. For the most up-to-date table of reprints, see the reprint with the latest effective date. If a reprint number includes a letter of the alphabet, the reprint was released in unauthorised, electronic form only. Reprint No. 1 1A Amendments to 1993 Act No. 70 2001 Act No. 45 Effective 26 March 1994 15 July 2001 Reprint date 26 March 1994 15 July 2001 Reprint No. 1B Amendments included 2009 Act No. 9 Effective 1 July 2009 Notes 5 Tables in earlier reprints Name of table Changed names and titles Reprint No. 1 Page 172 Reprint 1B effective 1 July 2009

Townsville Breakwater Entertainment Centre Act 1991 Endnotes 6 List of legislation Townsville Breakwater Entertainment Centre Act 1991 No. 87 date of assent 11 December 1991 commenced on date of assent amending legislation— Local Government Act 1993 No. 70 s 804 sch date of assent 7 December 1993 commenced 26 March 1994 (see s 2(5)) Townsville Breakwater Entertainment Centre Amendment Act 1997 No. 19 date of assent 15 May 1997 commenced on date of assent Corporations (Ancillary Provisions) Act 2001 No. 45 ss 1–2, 29 sch 3 date of assent 28 June 2001 ss 1–2 commenced on date of assent sch 3 commenced 15 July 2001 (see s 2(2) of Act 2001 No. 45 (Qld) and Corporations Act 2001 No. 50 (Cwlth) and proc pubd Cwlth of Australia gaz 13 July 2001, No. S285) remaining provision commenced immediately before 15 July 2001 (see s 2(1) of Act 2001 No. 45 (Qld) and Corporations Act 2001 No. 50 (Cwlth) and proc pubd Cwlth of Australia gaz 13 July 2001, No. S285) Financial Accountability Act 2009 No. 9 ss 1, 2(2), 136 sch 1 date of assent 28 May 2009 ss 1–2 commenced on date of assent remaining provisions commenced 1 July 2009 (2009 SL No. 80) Local Government Act 2009 No. 17 ss 1, 2(4), 331 sch 1 date of assent 12 June 2009 ss 1–2 commenced on date of assent remaining provisions not yet proclaimed into force (see s 2(4)) 7 List of annotations Objects of Act s 2 amd 1997 No. 19 s 3 Definitions s 3 def “Area” om 1993 No. 70 s 804 sch def “authorised auditor” amd 2009 No. 9 s 136 sch 1 def “Manager” amd 2001 No. 45 s 29 sch 3 def “Townsville Breakwater Entertainment Centre” amd 1997 No. 19 s 4 Powers conferred on Local Governments s 4 amd 1997 No. 19 s 5 Reprint 1B effective 1 July 2009 Page 173

Townsville Breakwater Entertainment Centre Act 1991 Endnotes Specific agreements within s 4 power s 5 amd 2001 No. 45 s 29 sch 3 Agreements have force of law s 6 amd 1997 No. 19 s 6 Tenders not required for s 4 agreements s 8 amd 1993 No. 70 s 804 sch Contribution by State s 9 amd 1997 No. 19 s 7 ÿ Adjustment of interests as tenants in common s 14A ins 1997 No. 19 s 8 SCHEDULE 1 amd 1997 No. 19 s 9 © State of Queensland 2009 Page 174 Reprint 1B effective 1 July 2009