The State of Queensland

GoidLinQ Pty Ltd

Gold Coast Rapid Transit

Deed of AmendmentNo.1 (Project Deed)

5920400/2

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Contents1

2

3

Interpretation

1.1 Definitions in the Project Deed1.2 Headings

Amendment and continuation

2.1 Amendment of the Project Deed2.2 Project Deed in full force and effect2.3 Acknowledgement

General

1

11

1

111

2

3.1 Further assurance3.2 Counterparts3.3 Governing Law and jurisdiction

Annexure A - Amendments to the Project Deed

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222

4

Date b ~r1~ ;;!oIl

PartiesThe State of Queensland (the State) c/· The Department of Transport andMain Roads

GoidLinQ Pty Ltd ACN 147815441 of Level 29, 140 William Street, MelbourneVictoria 3000, QBSA Licence Number 1205348 (Operator Franchisee)

BackgroundA The parties entered into the Gold Coast Rapid Transit Project - Project Deed

on 5 May 2011 (Project Deed).

B The parties have agreed to amend the Project Deed in the manner set outbelow.

Agreed terms

1 Interpretation1.1 Definitions in the Project Deed

Unless expressed to the contrary, terms defined in the Project Deed have thesame meaning in this document.

1.2 HeadingsHeadings do not affect the interpretation of this document.

2 Amendment and continuation2.1 Amendment of the Project Deed

On and from the date of this deed, the Project Deed is amended in accordancewith annexure A.

2.2 Project Deed in full force and effectThe Project Deed as amended by this document is and continues to be in fullforce and effect.

2.3 AcknowledgementThe parties agree that this document constitutes a State Project Document asdefined in clause 1.1 of the Project Deed.

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3 General3.1 Further assurance

Each party must sign, execute, deliver and do all such acts and things as mayreasonably be required of it to carry out and give effect to this document andthe rights and obligations of the parties to it.

3.2 CounterpartsThis document may be executed in any number of counterparts and by theparties on separate counterparts. Each counterpart constitutes the deed ofeach party who has executed and delivered that counterpart.

3.3 Governing Law and jurisdiction(a) This deed will be governed by, and construed in accordance with. the

laws of Queensland.

(b) The parties submit to the non-exclusive jurisdiction of the courts ofQueensland.

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Executed as a deed.

Executed for and on behalf of theState of Queensland by AnnastaciaPalaszczuk, Minister for Transport andMulticultural Affairs, in the presence of:

......k ~ .Signature of Witness

Name of Witness (print)

Executed by GoidLinQ Pty Ltd ACN147815441 by the party's attorneyRursuant to power of attorney dated.~.J~.~~./I.. who states that no noticeof revocation of the power of attorneyhas been received in the presence of:

PATRICK LAUREN

Name of Witness (print)

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)

)

)

)

012--Signature

Signature of Attorney

DAVID LAMMING

Name of Attorney (print)

page 3

Annexure AAmendments to the Project Deed

Subject Amendment

1. Parties Amend GoldLinO's details in the "Parties" section as follows:

"GoldLinO Pty Ltd ACN 147815441 of Level 29, 140 WilliamStreet, Melbourne Victoria 3000. OBSA Licence Number 1205348(Operator Franchisee)"

2. AAH Insert a new definition of "AAH" in clause 1.1 as follows:

"AAH means Aveng Australia Holdings Pty Ltd (ACN 108 058331 )".

3. Aveng Deed of Insert a new definition of "Aveng Deed of Undertaking" in clause 1.1Undertaking to read:

"Aveng Deed of Undertaking has the meaning given to it in theD&C Contract.

4. Core Contractor Amend the definition of "Core Contractor Side Deed" to read:Side Deed

"(a) the Core Contractor Side Deed (D&C) between. among(D&C)

others. the State, Operator Franchisee, the D&CContractor, the D&C Guarantor, Aveng Limited and theIndependent Certifier dated on or about the date of thisdeed."

5. Construction Amend the definition of "Construction Proceeds Account" in clauseProceeds 1.1 to read:Account

"Construction Proceeds Account has the meaning given in theFacility A§reement Common Terms Deed."

6. Consolidated Insert a new definition of "Consolidated Group Tax Agreements" toGroup Tax read:Agreements

"Consolidated Group Tax Agreements has the meaning given inthe Common Terms Deed."

7. D&C Contractor Amend the definition of "D&C Contractor Tripartite Deed" in clauseTripartite Deed 1.1 to read as follows:

"D&C Contractor Tripartite Deed means the document of that namebetween, among others, Operator Franchisee the D&C Contractorand the Security Trustee, dated on or about the date of FinancialClose."

8. D&C Guarantor Amend the definition of "D&C Guarantor" in clause 1.1 to read:

"D&C Guarantor means Bombardier Inc. ~ A , ,. ,", and

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.~~menB(nen _... J~t(~

AAH (or any person that becomes a D&C Guarantor in accordancewith the D&C Contractl."

9. Debt FinanceSide Deed

1O. Debt Financiers

11. Debt FinancingDocuments

Amend the definition of "Debt Finance Side Deed" to read:

"Debt Finance Side Deed means the deed so entitled dated on orabout the date of Financial Close between the State, OperatorFranchisee, Secure Co. the Agent and the Security Trustee."

Amend the definition of "Debt Financiers" in clause 1.1 to read:

"Debt Financiers means the providers of any facilities, financialarrangements or accommodation provided from time to time, inaccordance with the Debt Financing Documents to OpeFaterFFaR6Risee Secure Co for the purposes of carrying out the Projectand may, where the context permits, include any agent or trustee ofsuch Debt Financiers."

Amend the definition of "Debt Financing Documents" in clause 1.1to read:

"Debt Financing Documents means:

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

U)

Ds1

the Facility Agreement (including the guarantees in thatagreement);

the Common Terms Deed;

each Swap Agreement (as defined in the CommonTerms Deed);

the Security Trust Deed;

the Account Bank Deed;

each Debt Financiers' Security (as that term is definedin the Debt Finance Side Deed);

the D&C Contractor Tripartite Deed;

the O&M Contractor Tripartite Deed;

the Rolling Stock Tripartite Deed;

the On-Loan Agreement;

Project Co Hedge Agreement (as defined in theCommon Terms Deed);

the Securitisation Agreement;

the Payment Directions Deed;

the Payment CertifiersatiGrl Deed;

any fee letters entered into in respect of the foregoing:

an document entered into in relation to an

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--12. Deferred Equity

CommitmentDeed

13. EquityContributionAccount

14. EquityDocuments

15. O&M ContractorTripartite Deed

16. Parent SupportBond

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any other document that the parties agree is a DebtFinancing Document for the purposes of this deed."

Amend the definition of "Deferred Equity Commitment Deeds" inclause 1.1 to read:

"Deferred Equity Commitment Deeds has the meaning given inthe Common Terms Deed."

Amend the definition of "Equity Contribution Accounf' in clause 1.1to read:

"Equity Contribution Account" has the meaning given in theFasility J\§JFeeR'leRt Common Terms Deed."

Amend the definition of "Equity Documents" in clause 1.1 to read:

"Equity Documents means:

(a) the Deferred Equity Commitment Deed the 8~sSSFifJlisR

A§JFeeR'leRl SSlWSSR lhs Dssi§JRalea IRveslsrs, IPP(A~slllla, MaF~ssRi A~slralia bAa aRa MaF~seRi

CSFfJsralisR;

(b) the Shareholders' Agreement between among others,the Designated Investors, IPP (Aust) Ltd, MarubeniAustralia Ltd and Marubeni Corporation; aR€I

(c) each Deferred Equity LC (as defined in the CommonTerms Deed);

(d) the Subordinated Loan Agreement (as defined in theCommon Terms Deed):

(e) the constitution of each Transaction Party (as defined inthe Common Terms Deed); and

(f) Consolidated Group Tax Agreements."

Amend the definition of "O&M Contractor Tripartite Deed" in clause1.1 to read as follows:

"O&M Contractor Tripartite Deed means the document of that namebetween, among others, Operator Franchisee, the O&M Contractorand the Security Trustee, dated on or about the date of FinancialClose.

Insert a new definition of "Parent Support Bond" in ciause 1.1 toread:

"Parent Support Bond has the meaning given in the D&CContract."

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~W~"'ijiliW~ ...""""""'"_.~ . ,.if?~:A~Y~~":,·' '1";;

17, Parent Support Insert a new definition of "Parent Support Deed" in clause 1.1 toDeed read:

"Parent Support Deed has the meaning given in the D&CContract."

18. Project Costs

19. ProjectDocuments

Amend the definition of "Project Costs" in clause 1.1 to read:

"Project Costs has the meaning given in the Faeility A€jFeeFReAICommon Terms Deed."

Amend the definition of "Project Documents" in clause 1.1 to read:

"Project Documents means:

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(k)

(I)

(m)

(n)

(0)

(p)

(q)

(r)

(s)

(t)

(u)

this deed;

the Agreement to Lease;

the System Site Lease; .

the Independent Verifier Deed;

the Independent Certifier Deed;

each Core Contract;

the D&C Interface Deed;

each Core Contractor Side Deed;

tI1e each D&C Guarantee (as defined in the CoreContractor Side Deed (D&C));

the O&M Guarantee (as defined in the Core ContractorSide Deed (O&M));

the Rolling Stock Sub-Contract;

the Rolling Stock Side Deed;

the Rolling Stock Guarantee (as defined in the RollingStock Side Deed);

the TTA Direct Deed;

the Council Direct Deed;

the Debt Financing Documents;

the Equity Documents;

the Securitisation Agreement;

the Payment Directions Deed;

the Debt Finance Side Deed;

the State Deed of Charge;

page 7

•~tI.''Wd'f~__'. . _ " ••0' ••",,,,,.,,'3:-, ~,"i.;.' .,," ~?l.'~~,e, ..,_\~..:t<~,;{-· ,.;.', '--'ft'~.. :"'.'.\: .f _,' :.-> '.,.. ';', '., ,-: ,;;:",~,",j1)<,;--"~".:",W-~

(v) the Financial Close Adjustment Protocol;

(w) each Designer Direct Deed;

(x) the QFE Direct Deed;

(y) any Expert Determination Agreements:

(z) Parent Support Deed;

(aa) each Parent Indemnity Deed (as defined in the D&CContract):

JhQlW each deed of appointment appointing a Proof Engineerin accordance with clause 7.2 or a principal contractorin accordance with clause 9.4(d);

~ any Deeds of Assurance or Escrow Deeds; and

(dd)~ the Lease Rent Side Letter."

20. Payment Amend the definition of "Payment Certification Deed" in clause 1.1Certifier Deed to read:

"Payment CertifierGatkm Deed means the deed so entitledbetween, among others, the Independent Certifier and the Agent,dated on or about the date of Financial Close."

21. Rolling Stock Amend the definition of "Rolling Stock Tripartite Deed" in clause 1.1Tripartite Deed to read:

"Rolling Stock Tripartite Deed" means the document af tRat Raffienamed "Rolling Stock Contractor Tripartite Deed" between. amongothers, Operator Franchisee, the Rolling Stock Contractor and theSecurity Trustee, dated on or about the date of Financial Close."

22. Extensions of Insert a new clause 16.7(d)(iii):time "For the avoidance of doubt, if for the purposes of paragraph (i) the

Date for Completion has already passed, the Operator Franchisee isentitled to an extension to the Sunset Date on the same basis as itwould have been entitled to an extension to the Date for Completionunder paragraph (ii)."

23. Construction Amend clause 38.3(a) to read:Payment "In consideration for progressively carrying out the Project Works,

the State agrees to pay to, or at the direction of, OperatorFranchisee the Construction Payments and Operator Franchiseemust deposit those amounts into the Construction ProceedsAccount."

Amend clause 38.3(b)(ii) to read:

"toqether with a CODV of the Drawdown Notice (as defined in the

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.~~'U6'j'rir~ 1'i'8~1JJTF8'riJ~~~..~~~._ ...>

Faailit}' A€lreemeAt Common Terms Deed) given to the Agent inrespect of the corresponding drawdown under the ConstructionFacility scheduled for that drawdown date confirming:"

24. ConstructionPaymentConditions

25. Events ofDefault

26. Permitted ShareCapital Dealings

27. ConditionsPrecedent

28. Pre-AgreedModifications

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Amend clause 38.3(d)(i)(B) to read:

"is the subject of commitments to subscribe under the DeferredEquity Commitment Deeds and is supported by letters of creditwhich satisfy the requirements of the Faeilit}' A€lreemeAt CommonTerms Deed and the Eguity Documents unless the State otherwiseconsents (including in accordance with clause 21.4(e) of the DebtFinance Side Deed),"

Amend clause 44.3(c) to read:

"the obligation of a Debt Financier or an Equity Investor to providefunding under the Debt Financing Documents or the EquityDocuments, respectively, is cancelled due to a breach, an event ofdefault or review event (in each case, however described) under aDebt Financing Document or an Equity Document (as applicable),or a Debt Financier or Equity Investor fails (in whole or in part) toprovide funding under the Debt Financing Documents ef-lfleSlJesari~tieA /\€lreemeAt or the Deferred Equity Commitment Deedsfor the amounts set out in the Base Case Financial Model;"

Amend clause 55.4(b)(ii)(A) to read:

"as part of the Initial Equity SUbscription or Deferred EquitySubscription (in each case. as these terms are setiAes asdescribed in the Equity Documents), in accordance with the EquityDocuments;"

Amend section 1(b) (Project Documents) of Schedule 1 (ConditionsPrecedent) as follows:

"Execution of all Project Documents and the Aveng Deed ofUndertaking by all parties to those documents (other than theState) and the satisfaction or waiver of all conditions precedent tosuch documents (other than any condition precedent that requiresthe satisfaction or waiver of the conditions precedent to this deed)."

Insert a new Condition Precedent 13 as follows:

"13 (Parent Support Bond)

The State receiving a certified copy of evidence in writingconfirming the issue of the Parent Support Bond to the OperatorFranchisee and the Security Trustee."

Amend Schedule 14 (Pre-Agreed Modifications) as follows:

Pre-Agreed Modification #1 (Nerang River Shared Use Bridge)

page 9

"Amendments to State Project Documents......38.3B(c) (Retentionamounts): The State may deduct from each payment to be madeunder clause 38.3B(b)(i) an amount equal to up to 4Q&% of thevalue of each payment, until a total amount equal to W§% of theBride Works Price has been reached in retention moneys deductedunder this clause 38.3B(c).

Pre-Agreed Modification #2 (Future PUP services across NerangRiver)

"Election Date: F"inansial Giese 1 September 2011"

29. CommerciallySensitiveInformation

30. GoidLinQ noticedetails

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Amend Schedule 16 (Commercially Sensitive Information) asfollows:

"46. Each percentage and each credit rating set out in theDeferred Equity Commitment Deed g~8ssFi~tien A!ijFeement."

In each case that the words "149 Williams Street" appear in theProject Deed, they are to be deleted and replaced with the words"140 William Street".

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