EXHIBIT C
EXECUTION COPY
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QUEENSLAND TREASURY CORPORATION
GLOBAL A$ BOND FACILITY
A$10,000,000,000
Unconditionally guaranteed by the Treasurer
on behalf of
the Government of Queensland
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
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Dated as of November 13, 2003
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Table of Contents
SECTION 1. Representations and Warranties of the Corporation and the Guarantor.....2
SECTION 2. Solicitations as Agent; Purchases as Principal..........................5
SECTION 3. Covenants of the Corporation and the Guarantor..........................7
SECTION 4. Payment of Expenses....................................................11
SECTION 5. Conditions of Obligation...............................................12
SECTION 6. Additional Covenants of the Corporation................................16
SECTION 7. Indemnification........................................................18
SECTION 8. Contribution...........................................................20
SECTION 9. Status of the Dealers..................................................20
SECTION 10. Representations, Warranties and Agreements to Survive Delivery.........20
SECTION 11. Termination............................................................21
SECTION 12. Notices................................................................21
SECTION 13. Parties................................................................22
SECTION 14. Governing Law..........................................................22
SECTION 15. Consent to Service; Jurisdiction.......................................22
EXHIBIT A Form of Dealer Agreement...............................................A-1
EXHIBIT B Selling Restrictions...................................................B-1
EXHIBIT C QTC Operational Guidelines.............................................C-1
EXHIBIT D Form of Applicable Pricing Supplement..................................D-1
EXHIBIT E Form of Opinion of Crown Solicitor, The State of Queensland............E-1
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UBS Limited,
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Deutsche Bank Securities Inc.,
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Commonwealth Bank of Australia,
Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London,
Macquarie Bank Limited London Branch,
Macquarie Equities (USA) Inc.,
National Australia Bank Limited,
Royal Bank of Canada Europe Limited,
The Toronto - Dominion Bank, and
Westpac Banking Corporation.
c/o UBS Limited,
1 Finsbury Avenue,
London EC2M 2PP.
Dear Sirs:
Queensland Treasury Corporation (the "Corporation"), a corporation sole
constituted under the laws of the State of Queensland, Commonwealth of Australia
and the Treasurer on behalf of the Government of Queensland (the "Guarantor")
confirm their agreement with each of you (hereinafter referred to individually
as a "Dealer" and collectively as the "Dealers") with respect to the issue and
sale by the Corporation of such series of its Global A$ Bonds as the Corporation
may from time to time notify in writing to the Dealers (collectively, the
"Bonds"), guaranteed pursuant to one or more Deeds of Guarantee given under
Section 33 of the Queensland Treasury Corporation Act 1988 (the "Act") by the
Guarantor (each reference in this Agreement to the guarantee of the Bonds by the
Guarantor refers collectively to all such Deeds of Guarantee) in an aggregate
principal amount not to exceed the amount of (i) Bonds duly authorized for
issuance and sale by the Corporation and (ii) Registered Securities required to
be registered under the 1933 Act (each as defined in Section 1A(a) hereof).
The Bonds are to be issued under an amended and restated fiscal agency
agreement dated as of the date hereof (the "Amended and Restated Fiscal Agency
Agreement") among the Corporation, Deutsche Bank AG London as Fiscal Agent (the
"Fiscal Agent") and London Paying, Transfer and Authenticating Agent, Deutsche
Bank Luxembourg S.A., as Luxembourg Paying and Transfer Agent, and Deutsche Bank
Trust Company Americas, as New York Paying, Transfer and Authenticating Agent.
The Bonds shall have the maturity dates, interest rates, if any, redemption
provisions and other terms (including transferability into fully paid Domestic
A$ Bonds of the Corporation ("Domestic A$ Bonds")) set forth in the Prospectus
referred to below as it may be amended or supplemented from time
to time.
Subject to the terms and conditions stated herein, the Corporation
hereby appoints each of you as an agent of the Corporation for the purpose of
soliciting purchases of the Bonds from the Corporation by others. The
Corporation shall have the right to appoint additional agents for the purpose of
soliciting purchases of the Bonds from the Corporation by others or purchasing
Bonds as principal provided that any such additional agent agrees to comply with
the terms and conditions of this Agreement and shall execute an agreement with
the Corporation substantially in the Form of Exhibit A hereto. Any such
appointment may be limited in duration or restricted to a particular trade or
trades, in the Corporation's sole discretion. Any additional agent so appointed
shall be deemed to be a Dealer for all purposes of this Agreement.
SECTION 1. Representations and Warranties of the Corporation and the
Guarantor
A. The Corporation represents and warrants to each Dealer as of the
date hereof, as of the Closing Time (as defined in Section 2G) and each time the
Registration Statement or the Prospectus is amended or supplemented and
represents and warrants to any Dealer which has purchased or solicited the
purchase of Bonds as of the times specified in Section 6A(a) hereof (in each
case the "Representation Date"), as follows:
(a) The Corporation and the Guarantor have filed with the
United States Securities and Exchange Commission (the "Commission")
registration statement No. 333-[ ] relating to the debt securities of
the Corporation and the guarantee thereof by the Guarantor, including
the Bonds and the Guarantee, which has become effective under the
Securities Act of 1933, as amended (the "1933 Act"). As is permitted by
Rule 429 ("Rule 429") under the 1933 Act, the prospectus contained in
such registration statement also relates to certain debt securities of
the Corporation that were previously registered under Registration
Statement No. 333-101023 by the Corporation and the Guarantor. Such
registration statement, as amended at the date of this Agreement, meets
the requirements set forth in Release No. 33-6424 (the "Release") and
Schedule B under the 1933 Act and complies in all other material
respects with the 1933 Act and the rules and regulations of the
Commission thereunder (the "1933 Act Regulations"), the Release and
Schedule B. Such previously registered debt securities and any debt
securities of the Corporation registered under the Registration
Statement (as defined below) are collectively referred to in this
Agreement as the "Registered Securities". Registration Statement No.
333-[ ] and any other registration statement filed with the Commission
with respect to the debt securities of the Corporation which contains a
prospectus used to offer the Bonds, in each case as amended and
including the exhibits thereto, are hereinafter referred to as the
"Registration Statement". As is permitted by Rule 429, the Prospectus
contained in any subsequent registration statement may include the debt
securities registered thereby and certain debt securities previously
registered by the Corporation. In connection with the sale of the Bonds,
the Corporation and the Guarantor have filed and propose in the future
to file with the Commission from time to time pursuant to Rule 424 under
the 1933 Act supplements to the form of prospectus included in the
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Registration Statement, which describe certain terms of the Bonds and
the plan of distribution thereof, and prior to any such future filing
the Corporation will advise the Dealers of all further information
(financial and other) with respect to the Corporation and the Guarantor
to be set forth therein. The most recent basic prospectus included in
the Registration Statement, as supplemented with respect to the terms of
the Bonds and the plan of distribution thereof, is hereinafter referred
to as the "Prospectus". Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and include any
documents filed by the Corporation and the Guarantor under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations of the Commission thereunder (the "1934 Act
Regulations", and, together with the 1933 Act Regulations, the
"Regulations") and incorporated by reference therein upon reliance on
interpretative letters from the Division of Corporate Finance of the
Commission, dated May 28, 1987 and November 30, 1987; and any reference
herein to "amend", "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to refer to and
include the filing by the Corporation and the Guarantor of any document
incorporated therein by reference.
(b) The Registration Statement and the Prospectus, at the
times the Registration Statement became effective, complied, and as of
each applicable Representation Date will comply, in all material
respects with the requirements of the 1933 Act, the 1934 Act and the
Regulations. The Registration Statement, at the times the Registration
Statement became effective did not, and as of the applicable
Representation Date each part of the Registration Statement will not,
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, at the times the
Registration Statement became effective did not, and as of the
applicable Representation Date will not, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to
the Corporation in writing by such Dealer expressly for use in the
Registration Statement or Prospectus.
(c) The financial statements included in the Registration
Statement and Prospectus present fairly the financial position of the
Corporation as at the dates indicated and the results of its operations
for the periods specified.
(d) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby (i) there has been no
material adverse change in the condition, financial or otherwise, of the
Corporation, or in the earnings, business affairs or business prospects
of the Corporation, whether or not arising in the ordinary course of
business and (ii) there have been no material transactions entered into
by the Corporation other than those in the ordinary course of business.
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(e) The Bonds have been duly authorized for issuance and
sale pursuant to this Agreement (or will have been so authorized prior
to each issuance of Bonds) and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and of the Amended and
Restated Fiscal Agency Agreement against payment of the consideration
therefor in accordance with this Agreement, the Bonds will be valid and
legally binding obligations of the Corporation enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles, and will, by virtue of the guarantee to be given by
the Guarantor pursuant to Section 33 of the Act, be guaranteed as to
payment of principal and interest by the Guarantor, and will be entitled
to the benefits of the Amended and Restated Fiscal Agency Agreement in
the form heretofore delivered to the Dealers; and the Bonds and the
Amended and Restated Fiscal Agency Agreement conform in all material
respects to all statements relating thereto contained in the Prospectus.
(f) The Corporation has full power and authority to enter
into this Agreement and the Amended and Restated Fiscal Agency
Agreement, to issue the Bonds as provided in this Agreement and the
Amended and Restated Fiscal Agency Agreement and to perform and comply
with the terms and provisions of the Bonds, this Agreement, and the
Amended and Restated Fiscal Agency Agreement; and the execution and
delivery of this Agreement, and the Amended and Restated Fiscal Agency
Agreement, the consummation of the transactions herein and therein
contemplated and the compliance with the terms and provisions herein and
therein do not and will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, the laws
of the State of Queensland or the Commonwealth of Australia or any
agreement or instrument to which the Corporation is a party or by which
it is bound.
(g) Subject to compliance with the requirements of Section
128F of the Income Tax Assessment Act 1936 (as amended) of the
Commonwealth of Australia, neither the Corporation nor the Guarantor is
required by any law or regulation or by any relevant taxing authority in
the jurisdiction in which the Corporation or the Guarantor is
constituted or is resident for tax purposes to make any deduction or
withholding from any payment under the Bonds or the Guarantee for or on
account of any income, registration, transfer or turnover taxes, customs
or other duties or tax of any kind.
B. The Guarantor represents and warrants to each Dealer as of the
date hereof, as of the Closing Time and each time the Registration Statement or
the Prospectus is amended or supplemented and agrees that each acceptance by the
Corporation of an offer for the purchase of a Bond shall be deemed to be an
affirmation that the Guarantor's representation and warranties as of the time of
such acceptance and a covenant that such representation and warranties will be
true and correct at the time of delivery of the Bonds as though made at and as
of such time, (in each case the "Guarantor Representation Date") as follows:
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(a) The Registration Statement, insofar as it expressly
relates to the Guarantor, at the times the Registration Statement became
effective and as of the applicable Guarantor Representation Date, did
not, and will not, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus,
insofar as it expressly relates to the Guarantor, at the times the
Registration Statement became effective and as of the applicable
Guarantor Representation Date, did not, and will not, contain any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby (i) there has been no
material adverse change in the financial, economic or political
conditions of the Guarantor, and (ii) the Guarantor continues to
guarantee the due payment of the Bonds as to principal and interest when
the same shall become due and payable whether at maturity or otherwise.
(c) The guarantee of the Bonds by the Guarantor is given
under Section 33 of the Act; the Act is a valid enactment of the State
of Queensland; the guarantee constitutes the valid, binding and
unconditional guarantee of the Guarantor for the payment of principal
and interest, if any, relating to the Bonds, when the same shall become
due and payable, whether at maturity or otherwise; and the guarantee of
the Guarantor conforms in all material respects to all statements
relating thereto in the Prospectus.
(d) The Guarantor has full power and authority to enter into
this Agreement, to guarantee the Bonds and to perform and comply with
the terms and provisions of this Agreement to be performed and complied
with by it; and the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated and the compliance
with the terms and provisions herein, as they each relate to the
Guarantor, do not and will not result in a breach of any of the
provisions of the laws of the State of Queensland or the Commonwealth of
Australia or result in a breach of any of the terms or provisions of or
constitute a default under any agreement or instrument to which the
Guarantor is a party or by which it is bound.
C. Any certificate signed by any officer of the Corporation or any
official of the Guarantor and delivered to any Dealer or counsel to the Dealers
in connection with an offering or sale of Bonds shall be deemed a representation
and warranty by the Corporation or the Guarantor, as the case may be, to such
Dealer as to the matters covered thereby.
SECTION 2. Solicitations as Agent; Purchases as Principal
A. Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each Dealer severally, and not jointly, agrees to use its best efforts,
as agent for the Corporation, to solicit
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offers to purchase the Bonds upon the terms and conditions set forth in the
Prospectus.
The Corporation agrees that it will not sell, or solicit or
accept offers to purchase, Bonds directly on its own behalf, and that it will
sell Bonds only to or through the Dealers.
Upon request, the Corporation will inform each Dealer of the
remaining amount of Bonds which may be sold pursuant to the Registration
Statement. The Corporation reserves the right, in its sole discretion, to
suspend solicitation of offers to purchase Bonds commencing at any time for any
period of time or permanently. Upon receipt of instructions from the
Corporation, each Dealer will forthwith suspend solicitation of offers to
purchase the Bonds from the Corporation until advised by the Corporation that
such solicitation may be resumed.
Each Dealer, in its capacity as agent for the Corporation, is
authorized to solicit offers to purchase the Bonds on the terms specified to
such Dealer by the Corporation as provided in the Procedures (as defined in
Section 2F). Each Dealer shall communicate to the Corporation each reasonable
offer to purchase Bonds received by it as agent in the manner provided in the
Procedures. Each Dealer shall have the right, in its discretion reasonably
exercised, without notice to the Corporation, to reject in whole or in part any
offer to purchase the Bonds received by it, and any such rejection shall not be
deemed a breach of its agreement contained herein.
B. Purchases as Principal. Each Dealer may purchase Bonds from the
Corporation as principal upon the terms and conditions set forth in this
Agreement.
C. Selling Restrictions. In connection with the offering of the
Bonds on behalf of the Corporation, each Dealer confirms its awareness of, and
agrees that it will solicit offers to purchase Bonds and effect sales of Bonds
in the United States or to U.S. persons only in compliance with the requirements
of, applicable United States law, including without limitation the 1933 Act, the
1934 Act the Regulations and the rules and regulations of the National
Association of Securities Dealers. Additionally, each Dealer represents that it
is familiar with, and agrees that it will observe, the restrictions on the
offering of Bonds and distribution of documents relating to the Bonds set forth
in Exhibit B hereto.
D. Commissions. The Corporation agrees to pay each Dealer a
commission or fee to the extent set forth in the QTC Offshore and Onshore Fixed
Interest Distribution Group Operational Guidelines attached as Exhibit C hereto
(the "Operational Guidelines"), as the Corporation may amend from time to time.
E. Underwritten Offerings. The Corporation may also sell Bonds to a
group of underwriters for which one or more of the Dealers shall act as
representative or representatives. Any such sale shall be made upon such terms
and subject to such conditions as the Corporation, the Guarantor and such Dealer
or Dealers may agree in an underwriting or subscription agreement to be entered
into with respect to such sale.
F. Procedures. Administrative procedures respecting the sale of
Bonds shall be
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agreed upon from time to time by the Dealers, the Fiscal Agent and the
Corporation (the "Procedures"). The Corporation will furnish a copy of the
Procedures as from time to time in effect to the Fiscal Agent. The Dealers,
severally and not jointly, and the Corporation agree to perform on and after the
Closing Time the respective duties and obligations specifically provided to be
performed by each of them herein and in the Procedures.
G. Delivery. The documents required to be delivered by Section 5
hereof shall be delivered at the office of Sullivan & Cromwell, Level 32, 101
Collins Street, Melbourne, Victoria 3000, Australia on November 13, 2003
(Melbourne time), or at such other time as the Dealers and the Corporation may
agree upon in writing (the "Closing Time").
H. Pricing Supplements. For so long as the Bonds are listed on the
Luxembourg Stock Exchange, any pricing supplement relating to the Bonds to be
prepared by the Corporation shall be in substantially the form set forth in
Exhibit D hereto.
SECTION 3. Covenants of the Corporation and the Guarantor
A. The Corporation covenants with each Dealer as follows:
(a) At any time when a Prospectus is required to be
delivered in connection with the sale of the Bonds, the Corporation will
comply with all requirements imposed upon the Corporation by the 1933
Act and the 1934 Act, as now and hereinafter amended, and by the
Regulations, as from time to time in force, so far as necessary to
permit the continuance of sale of or a dealing in the Bonds as
contemplated by the provisions hereof and by the Prospectus. If during
such period any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser or if it shall be
necessary at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of
the 1933 Act, the 1934 Act or the Regulations, the Corporation shall
give immediate notice, confirmed in writing, to each Dealer to cease the
solicitation of offers to purchase the Bonds in its capacity as agent
for the Corporation and to cease sales of any Bonds the Dealers may then
own as principal, and if, at the time of any notification to suspend
solicitation, any Dealer shall own any of the Bonds with the intention
of reselling them, or the Corporation has accepted an offer to purchase
Bonds but the related settlement has not occurred, the Corporation and
the Guarantor will promptly prepare and file (at the expense of the
Corporation) with the Commission such amendment or supplement, as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement or the Prospectus, as the case may be, comply
with such requirements.
(b) With respect to each sale of Bonds, as soon as
practicable after the close of its fiscal year, the Corporation will
make generally available to the holders of the Bonds an earnings
statement covering a period of at least twelve months beginning
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after the effective date of the Registration Statement which will
satisfy the provisions of Section 11(a) of the 1933 Act.
(c) The Corporation will give each Dealer notice of its
intention to file any amendment to the Registration Statement or any
amendment or supplement to the Prospectus, whether pursuant to the 1933
Act, the 1934 Act or otherwise, will furnish each Dealer with copies of
any such amendment or supplement or other documents proposed to be filed
a reasonable time in advance of filing, and will not file any amendment
or supplement or other documents in a form to which any Dealer or their
counsel shall reasonably object.
(d) The Corporation will notify each Dealer immediately, and
confirm the notice in writing, (i) of the effectiveness of any amendment
to the Registration Statement, (ii) of the mailing or the delivery to
the Commission for filing of any supplement to the Prospectus or any
amendment to the Registration Statement, (iii) of the receipt of any
comments from the Commission with respect to the Registration Statement
or the Prospectus, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information, (v) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose and (vi) of the receipt by the Corporation of any notification
with respect to the suspension of the qualification of the Bonds for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Corporation will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order
is issued, to obtain the lifting thereof at the earliest possible
moment.
(e) The Corporation will deliver one manually signed copy of
the Registration Statement (as originally filed) and of each amendment
thereto (including exhibits filed therewith or incorporated by reference
therein and documents incorporated by reference in the Prospectus) to
each of Deutsche Bank Securities Inc. and UBS Limited (each, a "Lead
Dealer", or their successors appointed by the Corporation from time to
time) and as many conformed copies of such documents to each Dealer as
each Dealer may reasonably request. The Corporation will furnish to each
Dealer as many copies of the Prospectus (as amended or supplemented) as
soon as possible and in such quantities as each Dealer shall reasonably
request so long as the Corporation or such Dealer is required to deliver
a Prospectus in connection with sales or solicitations of offers to
purchase the Bonds.
(f) The Corporation will endeavor, in cooperation with the
Dealers, to qualify the Bonds for offering and sale and determine their
eligibility for investment under the applicable laws of such states and
other jurisdictions of the United States as the Dealers may designate,
and will maintain such qualifications in effect for as long as may be
required for the distribution of the Bonds; provided, however, that the
Corporation shall not be required to qualify the Bonds in any state in
which such qualification requires the Corporation to file a consent to
service of process or to
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qualify to do business or where such qualification would, in the
Corporation's opinion, cause the Corporation to be subject to taxation
by such state. The Corporation will file such statements and reports as
may be required by the laws of each jurisdiction in which the Bonds have
been qualified.
(g) So long as any of the Bonds are outstanding, the
Corporation will furnish to each Dealer as soon as practicable after the
end of each fiscal year of the Corporation, the annual report of the
Corporation, including financial statements of the Corporation as at the
end of and for such year, all in reasonable detail and reported upon by
the Auditor-General of the State of Queensland, or any successor
independent auditor, and, as soon as practicable after the publication
thereof, the annual budget and statement of revenue and expenditures of
the Guarantor.
(h) Listing.
(1) Initial Listing. The Corporation shall make or
procure the making of an application to the Luxembourg Stock
Exchange Limited (the "Stock Exchange") to list the Bonds on the
Stock Exchange. In connection with such application, the
Corporation shall (x) furnish from time to time to the Stock
Exchange any and all documents, instruments, information and
undertakings that may be necessary in order to effect the
listing of the Bonds on the Stock Exchange, signed where
appropriate by duly authorized officials of the Corporation, the
Guarantor and their auditors, and (y) subject to paragraph (2)
of this Section 3A(h), use all reasonable endeavors to maintain
such listing until the termination of this Agreement or, if
later, so long as any Bond remains outstanding.
(2) Change of Listing. If at any time the Corporation
determines that it can no longer reasonably comply with the
requirements for maintaining the listing of the Bonds on the
Stock Exchange, the Corporation will use its best endeavors to
obtain, as promptly as possible, the listing of the Bonds on
such other stock exchange as it may, with the approval of the
Lead Dealers, decide upon, such approval not to be unreasonably
withheld. In such event, the provision of subparagraph (1)(x) of
this Section 3A(h) shall apply to such new listing and the
Corporation shall use all reasonable endeavors to maintain such
new listing until the termination of this Agreement or, if
later, so long as any Bond remains outstanding.
(i) The Corporation will immediately notify each Dealer by
telephone or facsimile of any downgrading in the rating of the Bonds or
any other debt securities of the Corporation, or any proposal to
downgrade the rating of the Bonds or any other debt securities of the
Corporation, by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933
Act), as soon as the Corporation learns of such downgrading or proposal
to downgrade.
(j) The Corporation shall not issue the Bonds within
Australia. Notwithstanding this, if the Corporation does issue any Bonds
within Australia, then,
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to the extent that any tax on supply imposed by or through A New Tax
System (Goods and Services Tax) Act 1999 or any related tax imposition
Act ("GST") is payable in respect of the remuneration payable to the
Dealers, the Corporation shall increase the amount or fees payable to
each Dealer under the Operational Guidelines by an amount equal to the
GST payable by each Dealer in respect of the supply provided that if,
for whatever reason, GST is no longer payable in respect of the supply
by a Dealer then, if the Dealer receives a refund of GST from the
Australian Taxation Office, the Dealer shall refund to the Corporation
the additional amount the Corporation paid on account of GST. The
Corporation will not have any obligation to pay any increased
consideration to the Dealers for a supply as a result of this section
until:
(1) the Corporation is required to pay an amount to
the Dealers for the supply pursuant to the Operational
Guidelines;
(2) the Dealer has given the Corporation a correctly
rendered tax invoice
(3) and/or adjustment note in relation to the supply;
and
(4) the Dealer has done all things reasonably
necessary upon request to assist the Corporation to enable it to
claim and obtain any input tax credit available (where entitled)
to the Corporation in respect of the supply.
B. The Guarantor covenants with each Dealer as follows:
(a) At any time when a Prospectus is required to be
delivered in connection with the sale of the Bonds, the Guarantor will
comply with all of the requirements imposed upon the Guarantor by the
1933 Act and 1934 Act, as now and hereafter amended, and by the
Regulations, as from time to time in force, so far as necessary to
permit the continuance of the sale of or a dealing in the Bonds as
contemplated by the provisions hereof and by the Prospectus. If during
such period, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser or if it shall be
necessary at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of
the 1933 Act, the 1934 Act or the Regulations, the Corporation or the
Guarantor shall give immediate notice, confirmed in writing, to each
Dealer to cease the solicitation of offers to purchase the Bonds in the
Dealer's capacity as Dealer and to cease sales of any Bonds the Dealers
may then own as principal, and then if, at the time of any notification
to suspend solicitations, any Dealer shall own any of the Bonds with the
intention of reselling them, or the Corporation has accepted an offer to
purchase Bonds but the related settlement has not occurred, the
Guarantor will promptly prepare, or assist the Corporation in preparing,
and file with the Commission such amendment or supplement as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement or the Prospectus, as the case may
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be, comply with such requirements.
(b) With respect to each sale of Bonds and as soon as
practicable after the close of its fiscal year, the Guarantor will make
generally available to the holders of the Bonds a statement of its
revenues and expenses, covering a period of at least twelve months
beginning after the effective date of the Registration Statement, which
will satisfy the provisions of Section 11(a) of the 1933 Act.
(c) The Guarantor will give each Dealer notice, or cause the
Corporation to give each Dealer notice, of its intention to file any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or
otherwise, will furnish each Dealer, or will cause the Corporation to
furnish each Dealer, with copies of any such amendment or supplement or
other documents proposed to be filed in either case a reasonable time in
advance of filing, and will not file any such amendment or supplement or
other documents in a form to which any Dealer or counsel to the Dealers
shall reasonably object.
(d) The Guarantor will notify each Dealer immediately, and
confirm the notice in writing, or will cause the Corporation to notify
each Dealer immediately and confirm such notice in writing, (i) of the
effectiveness of any amendment to the Registration Statement, (ii) of
the mailing or the delivery to the Commission for filing of any
supplement to the Prospectus or any amendment to the Registration
Statement, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement or the Prospectus, (iv) of any
request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for
additional information, (v) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose and (vi) of the
receipt by the Guarantor of any notification with respect to the
suspension of the qualification of the Bonds for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purposes. The Guarantor, in cooperation with the Corporation, will make
every reasonable effort to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.
(e) The Guarantor will assist, in cooperation with the
Dealers and the Corporation, in qualifying the Bonds for offering and
sale and determining their eligibility for investment under the
applicable laws of such states and other jurisdictions of the United
States as the Dealers may designate, and will assist in maintaining such
qualifications in effect for as long as may be required for the
distribution of the Bonds. The Guarantor will file such statements and
reports as may be required by the laws of each jurisdiction in which the
Bonds have been qualified; provided, however, that the Guarantor shall
not be obligated to file a consent to service of process in any
jurisdiction.
SECTION 4. Payment of Expenses
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The Corporation, whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, will pay all
reasonable expenses incidental to the performance of the obligations of the
Corporation and the Guarantor hereunder, will pay the expenses (including fees
and disbursements of counsel) incurred by the Dealers in connection with the
matters referred to in Section 3A(f) hereof and the preparation of memoranda
relating thereto, and will pay any fees charged by investment rating agencies
for rating the Bonds, the cost of furnishing to the Dealers copies of the
Registration Statement, the Prospectus and each amendment and supplement
thereto, in such numbers as the Dealers may reasonably request, the reasonable
fees and disbursements of United States, United Kingdom and Australian counsel
for the Dealers, as agreed among the Corporation and the Lead Dealers, the cost
and charges of the Fiscal Agent relating to its duties under the Amended and
Restated Fiscal Agency Agreement and the Bonds, listing fees and expenses, NASD
filing fees and expenses, out-of-pocket expenses of the Dealers in connection
with delivery of the Prospectus and the cost of preparing, issuing and
delivering the Bonds. The Corporation shall not in any event be liable to the
Dealers for loss of anticipated profits from the transactions covered by this
Agreement.
SECTION 5. Conditions of Obligation
The obligations of each Dealer to solicit, or to act as the
Corporation's agent in receiving, offers to purchase the Bonds in its capacity
as agent of the Corporation or to consummate any purchase by it as principal of
Bonds from the Corporation as contemplated by Section 2B hereof will be subject
to the accuracy of the representations and warranties on the part of the
Corporation and the Guarantor herein contained, to the accuracy of the
statements of any duly authorized officer or official of the Corporation or the
Guarantor made in any certificate furnished pursuant to the provisions of
Section 5(b)(1), 5(c) or 6A(b), to the performance and observance by the
Corporation and the Guarantor of all their respective covenants and other
obligations hereunder and to the following further conditions:
(a) (i) No stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued under
the 1933 Act or proceedings therefor initiated or threatened by the
Commission, (ii) no Dealer shall have advised the Corporation that the
Registration Statement or the Prospectus, or any amendment or Supplement
thereto, at the time it was required to be delivered to a purchaser of
the Bonds, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at such time, not
misleading and (iii) subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there shall not have been any material adverse change in the financial
position, results of operation, business affairs or business prospects
of the Corporation or the financial, political or economic conditions of
the Government of Queensland except as set forth in or contemplated by
the Prospectus (which, in the case of a sale of Bonds to a Dealer as
principal, shall be the Prospectus as supplemented or amended as of the
date of the agreement for such sale between the Corporation and the
Dealer).
(b) At the Closing Time, and at such other times specified
in and subject to
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the provisions of Section 6A(b) and (c) hereof the Dealers shall have
received:
(1) A certificate or certificates, dated as of such
times, signed by the Chairman, Chief Executive or Acting Chief
Executive in respect of the Corporation and by the Under
Treasurer or Acting Under Treasurer of the State of Queensland
in respect of the Guarantor, in which such persons, to the best
of their knowledge after reasonable investigation, shall state
that the representations and warranties of the Corporation and
the Guarantor in this Agreement are true and correct, that the
Corporation and the Guarantor have complied with all agreements
and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to such time, that no stop order
suspending the effectiveness of the Registration Statement or
any part thereof has been issued and no proceedings for that
purpose have been instituted or are contemplated by the
Commission and that, subsequent to the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has been no material adverse change in the
financial position, results of operation, business affairs or
business prospects of the Corporation or the financial,
political or economic conditions of the Government of Queensland
except as set forth in or contemplated by the Prospectus or as
described in such certificate.
(2) An opinion, dated as of such times, of the Crown
Solicitor for the State of Queensland, substantially to the
effect set forth in the form attached hereto as Exhibit E. In
rendering such opinion, such counsel may rely on the opinion of
Sullivan & Cromwell, or such other counsel satisfactory to the
Dealers receiving such opinions, as to all matters of United
States law and procedure.
(3) From Sullivan & Cromwell, or such other counsel
satisfactory to the Dealers receiving such opinions, such
opinion or opinions, dated as of such times, on the validity
under the laws of New York and the United States of America of
the Bonds, the Guarantee, the Registration Statement, the
Prospectus and the Amended and Restated Fiscal Agency Agreement
and other related matters as the Dealers may reasonably require
and to the further effect that: (i) the statements in the
Registration Statement and Prospectus under the captions
"Description of Securities and Guarantee" (except for the
subsections headed "Taxation by the Commonwealth of Australia",
and "Interest Withholding Tax") and "Plan of Distribution" and
in the Prospectus Supplement to the Prospectus under "Terms and
Conditions of the Bonds", "Book-Entry System", "United States
Taxation" and "Plan of Distribution", insofar as they relate to
provisions of documents or United States tax laws therein
described are accurate in all material respects and fairly
present the information purported to be shown; and (ii) as
special United States counsel for the Corporation and the
Guarantor, such counsel advised as to requirements of the 1933
Act and the applicable rules and regulations thereunder and they
reviewed certificates of certain representatives of the
Corporation and the
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Guarantor, records, documents and proceedings; such counsel also
participated in conferences with representatives of the Dealers
and those of the Corporation and the Guarantor and counsel for
the Dealers at which the contents of the Registration Statement,
the Prospectus and the Prospectus Supplement to the Prospectus
were discussed and reviewed; on the basis of the information
gained in the performance of such services, considered in the
light of their understanding of the applicable law and the
experience they have gained through their practice under the
1933 Act, in their opinion each part of the Registration
Statement, when such part became effective, and the Prospectus
as of the date of the Prospectus Supplement to the Prospectus,
appeared on its face to be appropriately responsive in all
material respects to the requirements of the 1933 Act and the
applicable rules and regulations of the Commission thereunder;
and that (x) they do not believe that any part of the
Registration Statement, when such part became effective, or the
Prospectus, as of the date of the Prospectus Supplement to the
Prospectus, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (y)
on the basis of procedures subsequent to the date of the
Prospectus Supplement to the Prospectus which are described in
such opinion, they do not believe that the Prospectus, as of
such time, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under
which they were made, not misleading. Such counsel may state
that the limitations inherent in the independent verification of
factual matters and the character of determinations involved in
the registration process are such, however, that they do not
assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration
Statement, Prospectus or Prospectus Supplement to the Prospectus
except for those made under the captions "Descriptions of
Securities and Guarantee" (except for the subsections headed
"Taxation by the Commonwealth of Australia", and "Interest
Withholding Tax") and "Plan of Distribution" in the Registration
Statement and the Prospectus and "Terms and Conditions of the
Bonds", "Book-Entry System", "United States Taxation" and "Plan
of Distribution" in the Prospectus Supplement to the Prospectus,
insofar as they related to provisions of documents or United
States tax laws therein described; that they do not express any
opinion or belief as to the financial statements or other
statistical data contained in the Registration Statement, the
Prospectus or the Prospectus Supplement and that their letter is
furnished by them as United States counsel solely for their
benefit. In giving their opinion, Sullivan & Cromwell may rely
on the opinions of the Crown Solicitor as to all matters of
Queensland and Australian law.
(4) From the Auditor-General of the State of
Queensland, or any successor independent auditor, a letter,
dated as of such times, and delivered at such times, in the form
heretofore agreed to.
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(c) There shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally
on the New York Stock Exchange or the Australian Stock Exchange Limited;
(ii) a general moratorium on commercial banking activities (A) in New
York declared by either U.S. federal or New York State regulatory
authorities or (B) in Australia declared by the Australian regulatory
authorities; (iii) any outbreak or escalation of hostilities, other
insurrections or armed conflict in which the United States of America or
the Commonwealth of Australia is involved or any declaration of a
national emergency or war by either of such countries, or any other
calamity or crisis or materially adverse change in general economic,
political or financial conditions having an effect on the U.S. financial
markets; or (iv) any downgrading in the rating of any debt securities of
the Corporation by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933
Act), which, in the case of any of the events described in clauses (i)
through (iv) above, individually or in the aggregate, in the sole
judgment of such Dealer, makes it impracticable or inadvisable to
proceed with the solicitation of offers to purchase Securities, or the
consummation of the purchase of Bonds by such Dealer as principal for
resale to others, as the case may be, on the terms and in the manner
contemplated in the Prospectus as then amended or supplemented.
(d) At the Closing Time and at such other times specified in
Sections 6A(b) and (c), Sullivan & Cromwell, or such other counsel
satisfactory to the Dealers receiving such documentation and opinions,
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Bonds as herein contemplated and related
proceedings, or in order to evidence the accuracy and completeness of
any of the representations and warranties, or the fulfillment of any of
the conditions, herein contained; the Dealers shall have been furnished
such certificates from officers or officials of the Corporation and the
Guarantor relating to their respective representations and warranties as
any Dealer shall reasonably request; and all proceedings taken by the
Corporation and the Guarantor in connection with the issuance and sale
of the Bonds as herein contemplated shall be satisfactory in form and
substance to the Dealers and their counsel.
(e) On or prior to the Closing Time, confirmation of the
listing of the Bonds on the Stock Exchange shall have been granted by
the Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall
be reasonably satisfied that such listing will be granted within a
reasonable period after the Closing Time.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement or, if
applicable, any agreement for the sale of Bonds to a Dealer as principal may be
terminated by any affected Dealer with respect to such Dealer by notice to the
Corporation at any time at or prior to the Closing Time or the time of
settlement of such sale of Bonds to a Dealer as principal, as the case may be,
and such termination shall be without liability of any party to any other party,
except that the covenants set forth in Section 3A(d) hereof, the provisions of
Section 4 hereof, the indemnity and contribution agreement set forth in Sections
7 and 8 hereof, and the provisions of Sections 10
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and 13 hereof shall remain in effect.
SECTION 6. Additional Covenants of the Corporation
A. The Corporation covenants and agrees that:
(a) Each acceptance by it of an offer for the purchase of
Bonds, and each agreement for the sale of Bonds to a Dealer as
principal, shall be deemed to be an affirmation that the representations
and warranties of the Corporation contained in this Agreement and in any
certificate theretofore delivered to the Dealers pursuant to Sections
5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true
and correct at the time of such acceptance or sale, as the case may be,
and such representations and warranties of the Corporation will be true
and correct at the time of delivery to the purchaser or his agent, or
such Dealer, as the case may be, of the relevant Bonds as though made at
and as of each such time (and it is understood that such representations
and warranties shall relate to the Registration Statement and the
Prospectus as amended and supplemented to each such time). Each such
acceptance by the Corporation of an offer for the purchase of Bonds, and
each Agreement for the sale of Bonds to a Dealer as principal, shall be
deemed to constitute an additional representation, warranty and
agreement by the Corporation that, as of the settlement date for the
sale of such Bonds, after giving effect to the issuance of such Bonds,
of any other Bonds to be issued on or prior to such settlement date and
of any other debt securities to be issued and sold by the Corporation on
or prior to such settlement date, (i) the aggregate principal amount of
all Bonds which have been issued and sold by the Corporation pursuant to
this Agreement will not exceed the amount of Bonds duly authorized for
issuance and sale by the Corporation and (ii) the aggregate amount of
debt securities (including any Bonds) which have been issued and sold by
the Corporation in transactions which require such debt securities to be
registered under the 1933 Act and will not exceed the amount of debt
securities registered pursuant to the Registration Statement.
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment
or supplement providing solely for change in the interest rate, purchase
price or maturities of the Bonds remaining to be sold or similar
changes) or another Registration Statement is filed with the Commission
with respect to the Bonds, the Corporation shall furnish or cause to be
furnished to the Dealers forthwith a certificate or certificates in form
satisfactory to the Dealers to the effect that the statements made on
behalf of the Corporation and the Guarantor and contained in the
certificates referred to in Section 5(b)(1) and 5(c) hereof which were
last furnished to the Dealers are true and correct at the time of such
amendment or supplement or filing or sale, as the case may be, as though
made at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as amended
and supplemented to such time) or, in lieu of such certificate,
certificates of the same tenor as the certificates referred to in said
Section 5(b)(1) and 5(c), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of
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such certificates;
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment
or supplement providing solely for a change in the interest rate,
purchase price or maturities of the Bonds remaining to be sold or
similar changes), or another Registration Statement is filed with the
Commission with respect to the Bonds, the Corporation shall furnish or
cause to be furnished forthwith to the Dealers and the counsel for the
Dealers a written opinion of the Crown Solicitor of the State of
Queensland and Sullivan & Cromwell, or other counsel satisfactory to the
Dealers receiving such opinions, dated the date of delivery of such
opinions, in form satisfactory to the Dealers receiving such opinions,
of the same tenor as the opinions referred to in Section 5(b)(2) and
5(b) (3) hereof but modified, as necessary, to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such opinion or, in lieu of any such opinion,
counsel last furnishing such opinions to the Dealers shall furnish to
any Dealer entitled to receive such opinion a letter to the effect that
such Dealer may rely on such last opinion to the same extent as though
it was dated the date of such letter authorizing reliance (except that
statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such letter authorizing reliance).
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to include additional
financial information, the Auditor-General of the State of Queensland
shall furnish the Dealers a letter, dated the date of filing of such
amendment, supplement or document with the Commission, of the same tenor
as the portions of the letter referred to in Section 5(b)(4) hereof but
modified to relate to the Registration Statement and Prospectus, as
amended and supplemented to the date of such letter.
(e) The Corporation agrees that any obligation of a person
who has agreed to purchase Bonds to make payment for and take delivery
of such Bonds shall be subject to (i) the accuracy, on the related
settlement date fixed pursuant to the Procedures, of the Corporation's
representation and warranty deemed to be made to the Dealers pursuant to
the last sentence of Section 6A(a), and (ii) the satisfaction, on such
settlement date, of each of the conditions set forth in Section 5(a).
(f) The Corporation, as co-registrant with the Guarantor,
will file an annual report on Form 18-K with the Commission within nine
months after the close of its fiscal year.
(g) As soon as practicable after the occurrence of a
material development in the operations or financial position of the
Corporation, the Corporation will disclose such material development by
filing a report on Form 18-K or Form 18-K/A amending its annual report.
(h) In respect of any series of Bonds having a maturity of
less than one year, the Corporation will issue such Bonds only if the
following conditions apply (or
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the Bonds can otherwise be issued without contravention of Section 19 of
the United Kingdom Financial Services and Markets Act 2000 (the "FSMA"):
(a) the relevant Dealer covenants in the terms set out
in paragraph (iii) (B) of Exhibit B hereto; and
(b) the redemption value of each Bond is not less than
(pound)100,000 (or an amount of equivalent value denominated
wholly or partly in a currency other than sterling), and no part
of any Bond may be transferred unless the redemption value of
that part is not less than (pound)100,000 (or such an equivalent
amount).
B. The Guarantor covenants and agrees that:
(a) The Guarantor, as co-registrant with the Corporation,
will file an annual report on Form 18-K with the Commission within nine
months after the close of its fiscal year.
(b) As soon as practicable after the occurrence of a
material development in the financial, political or economic condition
of the Guarantor, the Guarantor will disclose such material development
by filing a report on Form 18-K or Form 18-K/A amending its annual
report.
SECTION 7. Indemnification
(a) Each of the Corporation and the Guarantor agrees to
indemnify and hold harmless each Dealer and each person, if any, who
controls each Dealer within the meaning of Section 15 of the 1933 Act as
follows:
(1) against any and all loss, liability, claim, damage
and expense arising out of any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact
contained in the Prospectus or any amendment or supplement
thereto or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading, unless such untrue statement or omission was made in
reliance upon and in conformity with written information
furnished to the Corporation or the Guarantor by the Dealers
expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or
supplement thereto);
(2) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount
paid in settlement of any
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litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission (except as made in
reliance upon and in conformity with information furnished by
the Dealers as aforesaid) if such settlement is effected with
the written consent of the Corporation and the Guarantor; and
(3) against any and all expense whatsoever (including,
subject to Section 7(c) hereof, the reasonable fees and
disbursements of counsel chosen by the Dealers) reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission (except as made in reliance
upon and in conformity with information furnished by the Dealers
as aforesaid), to the extent that any such expense is not paid
under (i) or (ii) above; provided that the foregoing indemnity
with respect to any untrue statement contained in or omission
from a preliminary prospectus shall not inure to the benefit of
the Dealer (or any person controlling such Dealer) from whom the
person asserting any such loss, liability, claim or damage
purchased any of the Bonds which are the subject thereof if such
untrue statement or omission or alleged untrue statement or
omission made in such preliminary prospectus is eliminated or
remedied in the appropriate Prospectus (or the appropriate
Prospectus as amended or supplemented) and a copy of such
Prospectus shall not have been furnished to such person at or
prior to the written confirmation of the sale of such Bonds to
such person.
(b) Each Dealer agrees to indemnify and hold harmless each
of the Corporation and the Guarantor, each of the Corporation's
officials, officers and representatives who signed the Registration
Statement, and each person, if any, who controls the Corporation within
the meaning of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, but only with respect to
untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the
Corporation or the Guarantor by such Dealer expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought
hereunder but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability which it may have
otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action.
In no event shall the
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indemnifying parties be liable for the fees and expenses of more than
one counsel separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances.
SECTION 8. Contribution
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 7 is for
any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, the Corporation and the Guarantor, on
the one hand, and each Dealer, on the other hand, shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the Corporation and the
Guarantor, on the one hand, and such Dealer, on the other hand, as incurred with
respect to Bonds sold to or through such Dealer in such proportions that such
Dealer is responsible for that portion represented by the percentage that the
total commissions, fees and underwriting discounts received by such Dealer to
the date of such liability bears to the total sales price received by the
Corporation and the Guarantor to the date of such liability, and the Corporation
and the Guarantor are responsible for the balance. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled under this Section 8 to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each person, if any, who controls any Dealer within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as the
Dealers, and, each official, officer and representative of the Corporation or
the Guarantor who signed the Registration Statement, and each person, if any,
who controls the Corporation within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as the Corporation.
SECTION 9. Status of the Dealers
In soliciting purchases of the Bonds from the Corporation, each
Dealer is acting solely as agent for the Corporation and not as principal. Each
Dealer will make reasonable efforts to assist the Corporation in obtaining
performance by each purchaser whose offer to purchase Bonds from the Corporation
has been solicited by such Dealer and accepted by the Corporation but such
Dealer shall not have any liability to the Corporation in the event any such
purchase is not consummated for any reason.
Nothing herein contained shall constitute the Dealers an
association, joint venture or partnership, with the Corporation or the Guarantor
or with each other.
SECTION 10. Representations, Warranties and Agreements to Survive Delivery
All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Corporation or the
Guarantor submitted pursuant
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hereto, shall remain operative and in full force and effect, regardless of any
termination of this Agreement or any investigation made by or on behalf of any
Dealer or any controlling person, or by or on behalf of the Corporation or the
Guarantor, and shall survive each delivery of and payment for any of the Bonds.
SECTION 11. Termination
This Agreement may be terminated (with respect to the
participation of any party hereto) for any reason at any time by the
Corporation, the Guarantor, or by any Dealer, upon the giving of written notice
of such termination to the other parties hereto. In the event of any such
termination by any party hereto, no other party will have any liability to such
party and such party will not have any liability to any other party hereto,
except that (i) in the case of a termination pursuant to this Section 11, the
Dealers shall be entitled to any commissions earned in accordance with Section
2D hereof, (ii) if at the time of termination (A) the Dealers shall own any of
the Bonds with the intention of reselling them or (B) an offer to purchase any
of the Bonds has been accepted by the Corporation or an agreement for the sale
of Bonds has been entered into between the Corporation and a Dealer but the time
of delivery to the purchaser or his agent of the Bonds has not occurred, the
covenants set forth in Sections 3 and 6 hereof shall remain in effect until such
Bonds are so resold or delivered, as the case may be, and (ii) the covenant set
forth in Section 3A(a) and 3B(a) hereof, the provisions of Section 4 hereof, the
indemnity agreement set forth in Section 7 hereof, the contribution agreement
set forth in Section 8 hereof, and the provisions of Sections 10 and 13 hereof
shall remain in effect.
SECTION 12. Notices
All notices and other communications hereunder shall be
delivered in person, sent by registered airmail post or by telex or communicated
by telephone (subject in the case of communication by telephone to confirmation
within 24 hours by letter delivered by one of the foregoing means) and shall be
effective upon receipt, provided always that the failure of any letter or telex
confirmation to be delivered to or received by the party to whom it is addressed
shall not invalidate the telephone communication in respect whereof it is sent.
Notices to the Dealers shall be directed in the case of Deutsche Bank Securities
Inc. to: 1251 Avenue of the Americas, 25th Floor, New York, New York, 10020
(facsimile no. (212) 469-2246), attention of Brian Guerra; in the case of UBS
Limited to: 1 Finsbury Avenue, London EC2M 2PP (Telex No. 887434 UBSWG;
facsimile no. (44 207) 567-2364), attention of International New Issues
Department; in the case of any other Dealer, to such Dealer care of Deutsche
Bank Securities Inc. or UBS Limited at the foregoing addresses; notices to the
Corporation shall be directed to: Queensland Treasury Corporation, Minerals and
Energy Centre, 61 Mary Street, Brisbane, Queensland, 4000, Australia (facsimile
no. (61-7) 3210-0262), attention: Chief Executive; and notices to the Guarantor
shall be directed to: Treasurer, Executive Building, 100 George Street,
Brisbane, Queensland 4000, Australia (facsimile no. (61-7) 3221-1781),
attention: Under Treasurer.
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SECTION 13. Parties
This Agreement shall inure to the benefit of and be binding upon
the parties hereto and the Dealers' respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto or thereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 7 and 8 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein or therein contained. This Agreement and all conditions
and provisions hereof and thereof (except for the conditions set forth in
Section 6A(e) hereof) are intended to be for the sole and exclusive benefit of
the parties hereto and their respective successors and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Bonds shall
be deemed to be a successor by reason merely of such purchase.
SECTION 14. Governing Law
This Agreement shall be governed by the laws of the State of New
York, without reference to the conflict of laws principles thereof, except that
all matters governing authorizations and executions by the Corporation and the
Guarantor shall be governed by the laws of the State of Queensland.
SECTION 15. Consent to Service; Jurisdiction
Each of the Corporation and the Guarantor hereby appoints
Deutsche Bank Trust Company Americas of 60 Wall Street, New York, New York 10005
and its authorized successors as its authorized agent (the "Authorized Agent")
upon which process may be served in any action by any Dealer, or by any person
controlling any Dealer, arising out of or based upon this Agreement or the
guarantee of the Bonds by the Guarantor which may be instituted in any State or
Federal court in the City or State of New York, and expressly accepts the
jurisdiction of any such court in respect of any such action. Such appointment
shall be irrevocable as long as any of the Bonds remain outstanding except that
if, for any reason, such agent ceases to act in such capacity, each of the
Corporation and the Guarantor will appoint another person in New York, selected
in its discretion, as such Authorized Agent. Each of the Corporation and the
Guarantor will take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment or
appointments in full force and effect as aforesaid. Service of process upon the
Authorized Agent, together with written notice of such service mailed or
delivered to the Corporation or the Guarantor, as the case may be, at the
addresses set forth in Section 12 hereof shall be deemed in every respect
effective service of process upon the Corporation or the Guarantor, as the case
may be. Notwithstanding the foregoing, any action by any Dealer, or by any
person controlling any Dealer, arising out of or based upon this Agreement may
be instituted in any competent court in the State of Queensland or any court in
the Commonwealth of Australia competent to hear appeals therefrom. Each of the
Corporation and the Guarantor hereby waives irrevocably any immunity from
jurisdiction (but not execution or attachment or
-22-
process in the nature thereof) to which it might otherwise be entitled in any
action arising out of or based upon this Agreement which may be instituted as
provided in this Section in any State or Federal court in The City or the State
of New York or in any competent court in the State of Queensland or any court in
the Commonwealth of Australia competent to hear appeals therefrom.
-23-
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
you and us in accordance with its terms.
Very truly yours,
QUEENSLAND TREASURY CORPORATION
By:
---------------------------
Name: Stephen Rochester
Title: Chief Executive
THE TREASURER ON BEHALF OF
THE GOVERNMENT OF QUEENSLAND
By:
---------------------------
Name: Terence Mackenroth
Title: Treasurer
CONFIRMED AND ACCEPTED, as of
the date first above written:
UBS Limited,
Deutsche Bank Securities Inc.,
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Commonwealth Bank of Australia,
Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London,
Macquarie Bank Limited London Branch,
Macquarie Equities (USA) Inc.,
National Australia Bank Limited,
Royal Bank of Canada Europe Limited,
The Toronto - Dominion Bank, and
Westpac Banking Corporation.
-24-
By: UBS LIMITED
By:
---------------------------
Name:
Date:
DEUTSCHE BANK SECURITIES INC.
By: By:
--------------------------- ---------------------------
Name: Name:
Date: Date:
ABN AMRO BANK N.V.
By:
---------------------------
Name:
Date:
ABN AMRO INCORPORATED
By:
---------------------------
Name:
Date:
CITIGROUP GLOBAL MARKETS INC.
By:
---------------------------
Name:
Date:
CITIGROUP GLOBAL MARKETS LIMITED
By:
---------------------------
Name:
Date:
-25-
COMMONWEALTH BANK OF AUSTRALIA
By:
---------------------------
Name:
Date:
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By:
---------------------------
Name:
Date:
DEUTSCHE BANK AG LONDON
By: By:
--------------------------- ---------------------------
Name: Name:
Date: Date:
MACQUARIE BANK LIMITED LONDON BRANCH
By:
---------------------------
Name:
Date:
MACQUARIE EQUITIES (USA) INC.
By:
---------------------------
Name:
Date:
-26-
By: NATIONAL AUSTRALIA BANK LIMITED
By:
---------------------------
Name:
Date:
ROYAL BANK OF CANADA EUROPE LIMITED
By:
---------------------------
Name:
Date:
THE TORONTO - DOMINION BANK
By:
---------------------------
Name:
Date:
WESTPAC BANKING CORPORATION.
By:
---------------------------
Name:
Date:
-27-
EXHIBIT A
[Name of Dealer]
Dear Sirs:
Attached hereto is a copy of the Amended and Restated
Distribution Agreement, dated as of November 13, 2003, among Queensland Treasury
Corporation, a corporation sole constituted under the laws of the State of
Queensland, Commonwealth of Australia (the "Corporation"), the Treasurer on
behalf of the Government of Queensland (the "Guarantor"), and the several
Dealers named therein (the "Amended and Restated Distribution Agreement"), and,
to the extent applicable, the provisions thereof are incorporated by reference
herein and deemed to be part of this letter agreement to the same extent as if
such provisions had been set forth in full herein. All capitalized terms used
but not defined herein shall have the meanings assigned in the Agreement.
The Corporation and the Guarantor hereby request that you act as
a Dealer in the Bonds, subject in all respects to the terms and conditions set
forth in the Amended and Restated Distribution Agreement, as from ________,
[until ___________] [INSERT IF REVERSE INQUIRY -- solely for the purpose of
offering and selling up to an aggregate principal amount of the Bonds] and you
hereby agree so to act. The Corporation and the Guarantor hereby confirm to you
their respective representations and warranties in the Amended and Restated
Distribution Agreement as if made as of the date hereof.
This letter agreement shall be governed by the laws of the State
of New York without reference to the principles of conflicts of laws thereof,
except that all matters governing authorizations and executions by the
Corporation and the Guarantor shall be governed by the laws of the State of
Queensland.
By execution hereof, you agree that you shall be subject to the
same obligations [for the purposes of the offer and sale of such Bonds] that you
would have had if you had been a Dealer named in the Amended and Restated
Distribution Agreement.
A-1
Please sign and return to us a counterpart of this letter to
acknowledge your agreement to the terms hereof.
Yours faithfully,
QUEENSLAND TREASURY CORPORATION
By:
---------------------------
Name:
Title:
THE TREASURER ON BEHALF OF
THE GOVERNMENT OF QUEENSLAND
By:
---------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, this day of ________________, _______
[NAME OF DEALER]
By:
---------------------------
Name:
Title:
A-2
EXHIBIT B
SELLING RESTRICTIONS
Each Dealer will (to the best of its knowledge and belief)
comply with all applicable laws and regulations in force in any jurisdiction in
which it purchases, offers or sells the Bonds or possesses or distributes the
Prospectus and will obtain any consent, approval or permission required by it
for the purchase, offer or sale by it of the Bonds under the laws and
regulations in force in any jurisdiction to which it is subject or in which it
makes purchases, offers or sales and neither the Corporation nor any other
Dealer shall have responsibility therefor.
Each of the Dealers, severally and not jointly, represents and
warrants to, and agrees with, the Corporation that, in connection with its
solicitation of offers to purchase Bonds or its initial distribution of any
Bonds purchased by it as principal:
(i) It will not offer or sell Bonds, directly or indirectly,
in the Commonwealth of Australia, its territories and possessions
("Australia") and that:
(A) it has not directly or indirectly offered for
subscription or purchase or issued invitations to subscribe for
or buy or sell any Bonds; and
(B) it will not directly or indirectly offer for
subscription or purchase or issue invitations to subscribe for
or buy or sell any Bonds; and
(C) it has not distributed and will not distribute any
draft or final form offering memorandum, advertisement or other
offering material relating to any Bonds
in Australia or to any person that the employees of the Dealer acting in
connection with the offer or sale know or have reasonable grounds to suspect is
an Offshore Associate of the Corporation other than one acting in the capacity
of a dealer, manager or underwriter in relation to the placement of the Bonds or
in the capacity of a clearing house, custodian, funds manager or responsible
entity of a registered scheme (within the meaning of the Corporations Act 2001
(Australia)).
(ii) (A) It will co-operate with the Corporation with a
view to ensuring that Bonds are offered for sale in such a
manner which will allow payments of interest or amounts in the
nature of interest on the Bonds to be exempt from Australian
withholding tax under section 128F of the Income Tax Assessment
Act 1936 (Australia).
(B) It hereby represents and warrants to and for the
benefit of the Corporation that at the date of this Agreement:
(1) in performing its obligations under this
Agreement, it is and will be acting in the course of
carrying on a business of providing
B-1
finance, or investing or dealing in securities in the
course of operating in financial markets;
(2) except as disclosed to the Corporation, it is
not, so far as it is aware, an associate (within the
meaning of Section 128F of the Income Tax Assessment Act
1936 (Australia)) of any other Dealer.
(C) It agrees to notify the Corporation promptly of
any act, condition, matter or thing of which it is aware and
which renders the representations and warranties contained in
clause (ii)(B) of this Exhibit untrue or inaccurate in any
material respect if repeated on the date the relevant Bonds are
issued with reference to the facts and circumstances then
subsisting.
(D) It represents and agrees that it will not sell
Bonds or an interest in Bonds to any person who is known or
reasonably suspected by employees of the Dealer acting in
connection with the offer or sale to be an Offshore Associate of
the Corporation other than one acting in the capacity of a
dealer, manager or underwriter in relation to the placement of
the Bonds or in the capacity of a clearing house, custodian,
funds manager or responsible entity of a registered scheme
(within the meaning of the Corporations Act 2001 (Australia)).
(E) The Corporation:
(1) will place and maintain on an Electronic
Source the following information:
(a) the name of the Corporation;
(b) the name of the Programme;
(c) such other information in connection
with the Programme as the Corporation wishes
(subject to this Agreement); and
(2) will distribute to each Dealer such number
of copies of the Prospectus as the Dealer reasonably
requests.
(F) Each Dealer may place on an Electronic Source the
following information:
(1) the name of the Corporation;
(2) the name of the Programme;
(3) the Dealer's name and contact details; and
B-2
(4) such other information agreed between the
Corporation and Dealer with the exception of information
relating to indicative pricing and secondary trading
which may be placed on an Electronic Source by a Dealer
without the consent of the Corporation.
(G) In connection with any Bond issued, unless a
Dealer has confirmed in writing to the Corporation that the
initial issue to the Dealer of Bonds was a result of
negotiations initiated pursuant to an Electronic Source, each
Dealer will, for the purpose of placing the Bonds, within 30
days of issue:
(1) offer for sale any Bonds issued to
it and procure that negotiations for sale are initiated
pursuant to an Electronic Source; or
(2) offer any Bonds issued to at least 10
persons each carrying on a business of providing finance
or investing or dealing in securities in the course of
operating in financial markets and not known or
reasonably suspected by the Dealer to be an associate
(within the meaning of section 128F of the Income Tax
Assessment Act 1936 (Australia)) of any other person
covered by this paragraph; or
(3) offer any Bonds issued to it to at least
100 persons whom it is reasonable for the Dealer to
regard as having acquired securities similar to the
Bonds in the past or being likely to be interested in
acquiring such instruments.
This undertaking does not apply where the issue of the
Bonds resulted from their being offered for issue as a
result of being accepted for listing on a stock exchange
where the Corporation had previously entered into an
agreement with the Dealer, in relation to the placement
of the Bonds, requiring the Corporation to seek such
listing.
(H) In connection with any Bond issued, each Dealer
will provide to the Corporation, within 14 days of receipt of a
request from the Corporation, such information of which it is
aware in relation to any such Bond as is reasonably required for
the purposes of assisting the Corporation to demonstrate that
the public offer test under section 128F of the Income Tax
Assessment Act 1936 (Australia) has been satisfied but no Dealer
is obliged to disclose the identity of the purchaser of any Bond
or any information from which such identity might or would be
capable of being ascertained, or any information the disclosure
of which would be contrary to or prohibited by any relevant law,
regulation or directive. In connection with any Bond issued and
within 14 days of receipt of a request from the Corporation,
each Dealer will provide directly to the Australian Taxation
Office on a confidential basis information necessary to
demonstrate its compliance with the provisions of clause (ii)(G)
of this Exhibit.
B-3
(I) In this Exhibit, "Electronic Source" means an
electronic financial markets information source:
(a) operated by Reuters or Bloomberg; or
(b) which has been approved in writing by the
Corporation,
access to which is available to market participants.
(J) In this Exhibit, "Offshore Associate" means an
associate (as defined in Section 128F) of the Corporation that
is either a non-resident of the Commonwealth of Australia which
does not acquire the Bonds in carrying on a business at or
through a permanent establishment in Australia or,
alternatively, is a resident of Australia that acquires the
Bonds in carrying on a business at or through a permanent
establishment outside of Australia.
(iii) (A) in relation to Bonds which have a maturity of one
year or more it has not offered or sold and, prior to the expiry
of the period of six months from the Issue Date specified in the
pricing supplement for such Bonds, will not offer or sell any
such Bonds to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the United
Kingdom Public Offers of Securities Regulations 1995;
(B) in relation to any Bonds which have a maturity of
less than one year, (i) it is a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its
business and (ii) it has not offered or sold and will not offer
or sell any Bonds other than to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or as agent) for the
purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses where
the issue of the Bonds would otherwise constitute a
contravention of Section 19 of the United Kingdom Financial
Services and Markets Act 2000 (the "FSMA") by the Corporation;
(C) it has only communicated or caused to be
communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue or sale of any
Bonds in circumstances in which Section 21(1) of the FSMA does
not apply to the Corporation or the Guarantor; and
(D) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done
by it in relation to any Bonds in, from or otherwise involving
the United Kingdom.
B-4
EXHIBIT C
QTC OPERATIONAL GUIDELINES
(Available upon request)
EXHIBIT D
FORM OF APPLICABLE PRICING SUPPLEMENT
Set out below is the form of pricing supplement which will be completed
for each tranche of bonds offered and sold pursuant to this prospectus
supplement and the accompanying prospectus. The bonds may be issued in one or
more series as we may authorize from time to time. Prospective investors should
refer to the applicable prospectus supplement and the accompanying prospectus
for a description of the specific terms and conditions of the particular series
of bonds.
[Date]
QUEENSLAND TREASURY CORPORATION
Issue of [Aggregate Nominal Amount of Tranche] Global A$ Bonds
Guaranteed by The Treasurer on behalf of The Government of Queensland
under the A$10,000,000,000 Global A$ Bond Facility
This document constitutes the pricing supplement relating to the issue of bonds
described herein. Terms used herein shall be deemed to be defined as such for
the purposes of the Terms and Conditions set forth in the prospectus supplement
dated [ ], 2003 and the accompanying prospectus dated November 13, 2003.
This pricing supplement is supplemental to and must be read in conjunction with
such prospectus supplement and accompanying prospectus.
1. (i) Issuer: Queensland Treasury Corporation
(ii) Guarantor: The Treasurer on behalf of the Government of Queensland
2. Benchmark line: [ ]
(e.g., 2005, 2007, 2009, etc) (to be consolidated and form
a single series with QTC 6.0% Global A$ Bonds due
[ ], ISIN [ ]
3. Specific Currency or Currencies: AUD
4. (i) Issue price: A$ [ ]
(ii) Dealers' fees and commissions paid [Unless stated otherwise in this Pricing Supplement, no fee
by Issuer: or commission is payable in respect of the issue of the
bond(s) described in this Pricing Supplement. Instead, QTC
pays fees and commissions in accordance with the procedure
described in the QTC Offshore and Onshore Fixed Interest
Distribution Group Operational Guidelines.]
D-1
(iii) Net proceeds: A$[ ]
5. Specified Denominations: [ ]
6. (i) Issue Date: [ ]
(ii) Record Date (date on and from [ ]
which security is Ex-interest):
(iii) Interest Payment Dates:
7. Maturity Date: [specify date]
8. Interest Basis: [ ] percent Fixed Rate
9. Redemption/Payment Basis: Not Applicable [unless otherwise specified in the
applicable prospectus supplement]
10. Change of Interest Basis or Not Applicable [unless otherwise specified in the
Redemption/Payment Basis: applicable prospectus supplement]
11. (i) Status of the Bonds: Senior and rank pari passu with other senior, unsecured
debt obligations of QTC
(ii) Status of the Guarantee: Senior and rank pari passu with all its other unsecured
obligations
12. Listing: Luxembourg Stock Exchange
13. Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable
(i) Rate(s) of Interest: [ ] percent per annum [payable
[annually/semi-annually/quarterly] in arrears]
(ii) Interest Payment Date(s): [[ ] in each year up to and including the Maturity
Date]/[specify other]
(NB: This will need to be amended in the case of long or
short coupons)
(iii) Fixed Coupon Amount(s): [ ] per [ ] in nominal amount
(iv) Determination Date(s): [ ] in each year [Insert regular interest payment dates,
ignoring issue date or maturity date in the case of a long
or short first or last coupon]
(NB: This will need to be amended in the case of regular
interest payment dates which are not of equal duration.
Only relevant where Day Count
D-2
Fraction is Actual/Actual (ISMA))
(v) Other terms relating to the method [None/Give details]
of calculating interest for Fixed
Rate Bonds:
PROVISIONS RELATING TO REDEMPTION
15. Final Redemption Amount: Not Applicable [unless otherwise specified in the
applicable prospectus supplement]
16. Early Redemption Amount(s) payable Not Applicable [unless otherwise specified in the
on redemption for taxation reasons applicable prospectus supplement]
or on event of default and/or the
method of calculating the same:
GENERAL PROVISIONS APPLICABLE TO THE BONDS
17. Form of Bonds: Permanent Global Note not exchangeable for Definitive Bonds
[unless otherwise specified in the applicable prospectus
supplement]
18. Additional Financial Centre(s) or [Not Applicable/give details]
other special provisions relating
to Payment Dates:
(Note that this item relates to the place of payment and
not Interest Period end dates to which item 14(ii) relates)
19. Talons for future Coupons or [Yes/No. If yes, give details]
Receipts to be attached to
Definitive Bonds (and dates on
which such Talons mature):
20. Other terms or special conditions: [Not Applicable/give details]
DISTRIBUTION
21. (i) If syndicated, names of Managers: [Not Applicable/give names]
(ii) Stabilizing Manager (if any): [Not Applicable/give name]
D-3
22. If non-syndicated, name of [ ]
relevant Dealer:
23. Whether TEFRA D or TEFRA C rules TEFRA Not Applicable
applicable or TEFRA rules not
applicable:
24. Additional selling restrictions: [Not Applicable/give details]
OPERATIONAL INFORMATION
25. Any clearing system(s) other than Depository Trust Company [give number(s)]
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
26. Delivery: Delivery [against/free of] payment
27. Additional Paying Agent(s)
(if any): [ ]
ISIN: [ ]
Common Code: [ ]
LISTING APPLICATION
This pricing supplement comprises the details required to list the issue of
bonds described herein pursuant to the listing of the A$10,000,000,000 Global A$
Bond Facility of Queensland Treasury Corporation.
D-4
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained
in this pricing supplement.
Signed on behalf of the Issuer:
By:
---------------------------------
Duly authorized
If the relevant pricing supplement specifies any modifications to
the Conditions of the bonds as described above, it is envisaged that if such
modifications relate only to Conditions 1, 7 and 8, they will not necessitate
the preparation of a prospectus supplement. If the Conditions of the bonds are
to be modified in any other respect, it is envisaged that a prospectus
supplement or, if appropriate, a new prospectus describing the modifications,
will be prepared.
D-5
EXHIBIT E
FORM OF OPINION OF CROWN SOLICITOR, THE STATE OF QUEENSLAND
(Included as Exhibit K to the Registration Statement Under Schedule B)
E-1