East Link Concession Document29_1

COMMERCIAL IN CONFIDENCEConnectEastExecution Version

Mitcham - Frankston Freeway

Concession DeedThe Honourable Peter Batchelor MP in his capacity as theMinister for Transport on behalf of the Crown in right of theState of Victoria (State)ConnectEast Pty Limited (ConnectEast) and ConnectEastNominee Company Pty Limited as trustee of theConnectEast Asset Trust (Trustee) (Concessionaires)

Victoria

Commercial in Confidence

Minter Ellison ConnectEast Concession Deed: Execution Version

Concession DeedMitcham - Frankston Freeway

DETAILS 14

AGREED TERMS 171. Definitions and interpretation 171.1 Definitions 171.2 Interpretation 17

PART A. PROJECT FRAMEWORK 172. The Project 172.1 Obligations of Concessionaires 172.2 Grant of concession 172.3 Role of the Concessionaires 182.4 Transaction Documents 21

3. Conditions Precedent 223.1 Commencement of obligations 223.2 Conditions Precedent 223.3 Satisfaction of Conditions Precedent 253.4 Conditions Precedent Deadline Date 253.5 Certificate of Commencement 25

4. Concession Period 264.1 Commencement Date 264.2 Expiry Date 264.3 Concession Period ending after Expiry Date 26

5. Bonds 275.1 Provision of Bonds 275.2 General requirements for Bonds 275.3 Form of Bonds 275.4 Expiry Date 285.5 Replacement of Bonds 285.6 Demands under Bonds 285.7 Repayment by State 295.8 No interest or trust 305.9 Return of Bonds 305.10 Reduction in amount of Construction Bond 305.11 Top up of Operation Phase Bond 305.12 Reduction in amount of Operation Phase Bond 315.13 Reduction in amount of Handover Bond 31

PART B. ROLE OF THE PARTIES 316. Delegation 316.1 Right to delegate 316.2 Notice of delegation 326.3 Revocation or amendment of delegation 32



6.4 No limitation of State obligations 326.5 Unfettered discretion 326.6 SEITA 32

7. Independent Reviewer 327.1 Role of Independent Reviewer 327.2 Ability to act for Financiers 337.3 Information and access 337.4 Costs and expenses of Independent Reviewer 337.5 Appointment and replacement 347.6 Decisions of previous Independent Reviewer 347.7 Copy of Independent Reviewer's notices 34

8. Proof Engineer and Construction Verifier, Design Consultant and QualityAssurance Auditor 34

8.1 Appointment 348.2 Approval 358.3 Assistance 358.4 Compliance 35

9. Senior Project Group 359.1 Establishment 359.2 Appointment of delegates 359.3 Objectives 369.4 Meetings 369.5 Other attendees 369.6 Other committees 379.7 No Liability 37

10. Project Liaison Group 3710.1 Establishment 3710.2 Appointment of delegates 3710.3 Functions 3810.4 Subject matter 3810.5 Meetings 3810.6 Attendance by Incident Planning Committee, Emergency Services and Victorian Government

Agencies 3910.7 No legal responsibility 39

PART C. LAND 3911. Project Area 3911.1 Property Committee 3911.2 Property Schedule 4011.3 Adjustment of Property Schedule 4011.4 Other land 4511.5 Condition of land 4511.6 Grant of Land Licences 4611.7 Obtaining possession of land 47

12. Freeway Lease 4812.1 Grant of Freeway Lease 4812.2 Freeway Lease Plan 4912.3 Termination of this Deed 5212.4 Partial surrender of Freeway Lease 5212.5 Freeway Sub-Lease 53

13. State's land rights 54



13.1 State's licence 5413.2 The Median 54

14. Land Conditions and Environmental Issues 5514.1 Responsibility for land 5514.2 General environmental compliance 5514.3 Obligations under the EPBC Act and other obligations 5614.4 Contamination 5714.5 Environmental Net Gain 5814.6 Native Title 5814.7 Artefacts 5914.8 Traffic Control Centre 60

15. Affected Parties 6015.1 Consultation with Affected Parties 6015.2 Interaction with Affected Parties 6115.3 Concessionaire responsibility for costs 61

PART D. DESIGN AND CONSTRUCTION PHASE 6116. General obligations 6116.1 Construction Activities 6116.2 Industrial issues 6116.3 Utility Infrastructure 62

17. Design and Construction Program 6217.1 Submission of Design and Construction Program 6217.2 Requirements of Design and Construction Program 6217.3 Updating the Design and Construction Program 6217.4 Review of Design and Construction Program 6317.5 Amendment of Design and Construction Program 64

18. Design 6418.1 Design warranties 6418.2 Design Documentation 6518.3 Submission of Design Documentation 6618.4 Review of Design Documentation 67

19. Construction 6819.1 Construction warranties 6819.2 Review of construction 6819.3 State's right to enter, inspect and test 7019.4 Defects 71

20. Timing of the Works 7320.1 Commencement 7320.2 Obligation to complete 7320.3 Acceleration 7320.4 Delays 7320.5 Mitigation 7720.6 Failure to achieve Freeway Section Completion by planned date 7820.7 Construction Milestones 8220.8 Progressive completion and handover of Returned Works 83

21. Completion 8521.1 General acknowledgments 8521.2 Notice before completion 8521.3 Freeway Section Completion and Tolling Completion 85



21.4 Completion certificates 88

22. Close-Out 8822.1 Close-Out 8822.2 Certificate of Close-Out 89

23. Defects Liability Period for Returned Facilities 9023.1 State direction 9023.2 Correction of Defect 9023.3 Failure by ConnectEast to comply with direction 9023.4 Notice of correction 9123.5 Duration of Defects Liability Periods 9123.6 Advice to Financiers 9123.7 Dispute 91

PART E. OPERATION PHASE 9224. Requirement to operate, maintain and repair 9224.1 General requirements in respect of Freeway 9224.2 General requirements in respect of Maintained Off-Freeway Facilities 9224.3 General requirements in respect of Median 92

25. Opening of a Freeway Section 9325.1 No opening prior to Freeway Section Completion 9325.2 Open as soon as practicable 9325.3 Even if no Tolling Completion 9325.4 Open in correct order 9325.5 Requirements for opening 94

26. Obligation to keep Freeway Section open 9426.1 Continuous opening 9426.2 Closure in certain circumstances 9426.3 Notice of closure 95

27. Public use 95

28. Signs and speed cameras 9528.1 Traffic Signs 9528.2 Advertising Signs 9528.3 Speed cameras, vehicle detection loops and other devices 96

29. Inspection 9629.1 State's right to inspect 9629.2 No notice in certain circumstances 96

30. Performance of operation, maintenance and repair activities 9730.1 Requirements 9730.2 Damage 97

31. Maintenance and repair 9731.1 Maintenance and repairs 9731.2 Maintenance budget 9831.3 Maintenance and Repairs Account 9831.4 Forecast Maintenance Program 99

32. Emergencies and incidents 9932.1 Emergency Exercise 9932.2 Notification of damage or serious accidents 100



PART F. TOLLING 10033. Tolling 10033.1 Tolling System requirements 10033.2 Review of Tolling System 10133.3 Changes to Tolling System 10233.4 Commencement of Tolling 10333.5 Tolls and User Charges 10533.6 Revenue and returns 10533.7 Civil Debt and enforcement 10633.8 Marketing of material and assistance 10833.9 Interoperability 109

34. Customer Service 11134.1 Customer Service Roll Out Program 11134.2 Customer Service Roll Out 11234.3 Amendment to Customer Service Roll Out Program 11234.4 Customer Services 11334.5 Tolling Products 11334.6 Customer Contracts 11434.7 Dealing with Customer Complaints 11834.8 Customer Service and complaints reports 11934.9 Customer Service Audit 11934.10 Reduction of tolls linked to performance 121

35. Licence to use Tolling System 124

PART G. TRANSPORT NETWORK 12436. Interaction with transport network 12436.1 Transport network support 12436.2 Consequences of failure to provide State support 12536.3 No restriction on State 12536.4 Proximate State Work 12536.5 Off-Freeway Facilities 130

37. Modifications 13137.1 Request for information by State 13137.2 Details of Modification 13137.3 Concessionaires' Modification Notice 13137.4 Commercially appropriate and reasonable methods 13437.5 Concessionaires' Modification Notice requirements 13437.6 Tender for works 13537.7 Election by State 13537.8 State acceptance 13537.9 State rejection 13637.10 Dispute 13637.11 State options 13737.12 Additional State remedies 13737.13 Less significant Modifications 13837.14 Concessionaires initiated Modification 13837.15 Upgrade of through traffic lanes and auxiliary lanes 139

PART H. PAYMENTS AND UPSIDE 14038. Fees and Rent 14038.1 Rent and contribution payment 140



38.2 State costs and expenses 140

39. Additional Lease Rental 14139.1 Additional Revenue 14139.2 Proportion payable 14139.3 Revenue 14139.4 Relevant periods 14239.5 Notification 14239.6 Time for payment 14239.7 No clawback 14339.8 Toll Reduction 14339.9 Community Expenditure 143

40. Compensable Enhancements 14440.1 Compensable Enhancement notification and consultation 14440.2 Meaning of Compensable Enhancement 14440.3 Negative Compensable Enhancements 14540.4 Payment of compensation 14640.5 Reduction of tolls 147

41. Taxes and stamp duty 14841.1 Land 14841.2 Project Documents 148

42. Goods and Services Tax 14842.1 GST to be added to amounts payable 14842.2 Tax Invoice and Adjustment Note 14842.3 Liability net of GST 14842.4 Revenue exclusive of GST 14842.5 Cost exclusive of GST 14842.6 Non Monetary Consideration Supplies 149

43. General 15143.1 Interest 15143.2 No deductions, set off or counterclaim 15143.3 Set off 151

PART I. RISKS AND LIABILITIES 15244. Concessionaire risks 152

45. Key Risk Management Regime 15345.1 Concessionaires to notify of Possible Key Risk Event 15345.2 Time limit 15445.3 Occurrence of a Possible Key Risk Event 15445.4 Good faith negotiations 15545.5 Consideration of information 15745.6 Restrictions on extension of Concession Period 15745.7 No over compensation 15745.8 Net benefit 15745.9 State contribution 15745.10 Contractor involvement 15745.11 Implementation of redress 15745.12 Interaction with indemnities 158

46. Force majeure 15846.1 Notification 15846.2 Suspension of obligations 159



46.3 Temporary measures and alternative arrangements 15946.4 Notice of cessation of Force Majeure 159

47. Property damage and personal injury 15947.1 Risk of damage to Freeway and Maintained Off-Freeway Facilities 15947.2 Damage 16047.3 Termination for failure to reinstate 16147.4 Risks as owner and occupier 164

48. State and Protected Contractors not liable 16548.1 No Liability 16548.2 Residual exclusions 17148.3 Release 17148.4 Indemnity 17148.5 Protected Contractor Liability 17148.6 State obligations relating to the Dandenong Southern Bypass 172

49. Liability unaffected 172

50. General indemnities 17350.1 Indemnity for Concessionaires breach 17350.2 Other indemnities 17350.3 Exclusion of liability 174

51. Insurance 17451.1 Insurance generally 17451.2 Construction phase insurance 17551.3 Operation phase insurance 17851.4 Uninsurability 18251.5 Acceptable insurers 18351.6 Proof of insurance 18351.7 Notices from or to insurer 18451.8 Notices of potential Claims 18451.9 Non-vitiation 18451.10 Extent of cover 18551.11 General requirements 18551.12 Additional requirements 18751.13 Insurance Proceeds Account 187

PART J. GENERAL UNDERTAKINGS 18852. Representations and warranties 18852.1 State representations and warranties 18852.2 Concessionaires' representations and warranties 18852.3 Repetition of representations and warranties 19252.4 Disclosure 19352.5 Reliance on representations 19452.6 Exclusion of warranties 194

53. Concessionaires' acknowledgment 19453.1 No State representation 19453.2 Traffic usage 19553.3 Prior design work and other information 19553.4 Disclosed information 19653.5 No enquiry 19753.6 Project Scope and Project Requirements Standards 197

54. Road Operation and Traffic Management 197



54.1 Management of traffic 19754.2 Traffic Management Plans 19754.3 Road operation and traffic management powers 198

55. Health and safety 19855.1 Mitigation 19855.2 Notification 198

56. Concessionaires' general undertakings 19956.1 Provision of information 19956.2 Format of manuals, plans and reports 19956.3 Personnel 19956.4 Quality assurance system 19956.5 Update technology 19956.6 Nuisance 19956.7 Privacy 20056.8 Compliance Certificate 20056.9 Concessionaire Intellectual Property 20156.10 Naming Rights 20256.11 General undertakings 203

57. Concessionaire restrictions 20457.1 Restrictions on business 20457.2 Restrictions on acquisition of property and liabilities being incurred 20457.3 Ring fencing 20457.4 Right to property 205

58. Change in Control 20558.1 Concessionaire Change in Control 20558.2 Controlling entity Change in Control 20658.3 Contractor Change in Control 20658.4 Election by State 20658.5 State rejection 20658.6 Limitation of State discretion to reject Change in Control 207

59. Contracts and dealings with Contractors and third parties 20859.1 Amendments to Transaction Documents 20859.2 Material contracts 21059.3 Sub-contracting 21159.4 Refinancing 21359.5 Equipment Leasing 216

60. VIPP Statement 21760.1 Acknowledgment 21760.2 State to monitor 21760.3 Assessment of performance 218

61. Approvals 21861.1 Compliance with Laws and Quality Standards 21861.2 Approvals to be obtained by Concessionaire 21861.3 Application of Project Legislation 21861.4 Approvals required from SEITA 21861.5 Conditions in relation to SEITA 21861.6 Approval by SEITA 21961.7 Copies of material Approvals 220

62. Manuals and management plans 22062.1 Project Plans 220



62.2 Purpose 22062.3 Review 22062.4 Compliance with Project Plans 22162.5 Design Plan and Construction Plan 22262.6 Traffic Management Strategy 22362.7 Incident Management Plan 22462.8 Operation and Maintenance Manuals 224

63. Models 22563.1 Changes to Traffic Model, Financial Model or Annual Revenue Forecast Model 22563.2 Models to incorporate data 22563.3 Checking and revising models 225

64. Records and reporting obligations 22664.1 Records 22664.2 Periodic reporting 22664.3 Model information 22864.4 Tolling System information 22964.5 Proceedings 22964.6 Other information 230

PART K. DEFAULT AND TERMINATION 23065. Default 23065.1 Events of Default 23065.2 Notice of default 233

66. Termination by State 23566.1 Intention to terminate for failure to remedy or Diligently Pursue 23566.2 Notice to terminate for failure to remedy 23566.3 Termination relating to failure to achieve Freeway Section Completion 23666.4 State not liable to compensate Concessionaire 23666.5 Restrictions on State's right to terminate 23766.6 Limitation of State's rights 23766.7 Diligent Pursuit 238

67. Termination by Concessionaires 23867.1 Concessionaires termination events 23867.2 Suspension of termination notice 23867.3 State to pay Concessionaires' costs 23967.4 State need not provide redress in relation to Possible Key Risk Event 23967.5 Acknowledgment by State 239

68. Payments on termination 24068.1 State's right to damages 24068.2 Early Termination Amount 240

69. Exclusive Termination 240

70. Step-In 24070.1 Step-In Right 24070.2 Concessionaire to assist State 24170.3 Undertake Project consistent with this Deed 24170.4 Notice of exercise of Step-In Rights 24170.5 Concessionaires' rights suspended 24170.6 Payment of State's costs 24270.7 State appointed attorney 24270.8 Cessation of Step-In Rights 242



70.9 Notice of cessation of Step-In Rights 24270.10 Concessionaires to recommence performance of obligations 24270.11 State not required to remedy breach 242

71. Handover at end of Concession Period 24371.1 Approaching end of Concession Period 24371.2 Handover of Freeway 24571.3 If Close-Out has not occurred 24771.4 Handover of equipment 24871.5 Non-frustration of handover 24871.6 Assistance in securing continuity 24871.7 Other necessary acts or things 24871.8 Damages not an adequate remedy 24971.9 Inspection at end of Concession Period 249

PART L. DISPUTE RESOLUTION 25172. Dispute resolution 25172.1 Procedure for resolving disputes 25172.2 Negotiation 252

73. Expert determination 25373.1 Referral to expert determination 25373.2 Selection of expert 25473.3 Rules of expert determination 25473.4 Findings 25673.5 Release and indemnity 25673.6 Costs 257

74. Arbitration 25774.1 Notice of referral to arbitration 25774.2 Appointment of arbitrator 25774.3 Rules for conduct of arbitration 25774.4 General justice and fairness 257

75. General 25775.1 Place of expert determination or arbitration 25775.2 Continue to perform 25775.3 Summary or urgent relief 25775.4 No waiver 258

PART M. MISCELLANEOUS 25876. Assignment and security 25876.1 Assignment 25876.2 Security 25876.3 Restrictions on sale, lease and parting with possession 258

77. Notices 25977.1 General 25977.2 Notices sent by email 25977.3 Time of receipt 25977.4 Address for Notices 26077.5 Notice to each Concessionaire 26077.6 Notice by each Concessionaire 261

78. Disclosure 261



78.1 State disclosure 26178.2 Public disclosure 261

79. Publicity 262

80. CPI 262

81. Use of models 263

82. General provisions 26482.1 Designation of Freeway Corporation and road declaration 26482.2 No partnership or joint venture 26582.3 Transfer of functions 26682.4 Waiver 26682.5 Indemnity held on trust 26682.6 Amendments 26682.7 Surviving provisions 26682.8 Severability of provisions 26682.9 No merger 26782.10 Contra proferentem 26782.11 Cost of performing obligations 26782.12 Entire Deed 26782.13 Further assurance 26782.14 Counterparts 26782.15 Governing Law and jurisdiction 26782.16 Declaration of Road 267

Schedule 1 Definitions and interpretation 268Schedule 2 Early Termination AmountSchedule 3 PropertySchedule 4 Toll Calculation ScheduleSchedule 5 Key Performance Indicators and KPI CreditsSchedule 6 Additional Lease Rental PaymentsSchedule 7 Projected Revenue ProfileSchedule 8 Assumed Transport Network EnhancementsSchedule 9 Refinancing AssumptionsSchedule 10 Construction MilestonesSchedule 11 Debt ProfilesSchedule 12 Transaction DocumentsSchedule 13 Equity FundingSchedule 14 CompletionSchedule 15 Original Credit Support DocumentsSchedule 16 Adjustments for Changes in Base Interest RatesSigning PageExhibit A Pro forma BondExhibit B Certificate of Confirmation



Exhibit C Certificate of Design Consultant and Certificate by Proof Engineer andConstruction Verifier

Exhibit D Construction CertificateExhibit E Notice by Proof Engineer and Construction VerifierExhibit F Notice by Facility OwnerExhibit G Notice by the ConcessionairesExhibit H Construction Tripartite AgreementExhibit I Operating Tripartite AgreementExhibit J Terms of Appointment of ExpertExhibit K Agreement to Sub-LeaseExhibit L Intentionally omittedExhibit M Intentionally omittedExhibit N Intentionally omittedExhibit O Certificate of Close-OutExhibit P Certificate of Freeway Section CompletionExhibit Q Certificate of Tolling CompletionExhibit R Compliance CertificateExhibit S Finance Tripartite AgreementExhibit T Freeway Crown LeaseExhibit U Freeway Lease PrinciplesExhibit V Freeway Sub-LeaseExhibit W Independent Reviewer Deed of AppointmentExhibit X IP Licence DeedExhibit Y Escrow AgreementExhibit Z Principal Road InterfacesExhibit AA Project Scope and Project RequirementsExhibit BB Section MapExhibit CC State Deed of ChargeExhibit DD VIPP StatementExhibit EE Construction LicenceExhibit FF Maintenance LicenceExhibit GG Property Schedule AnnexuresExhibit HH TDS Tripartite Agreement



(a) linking the Transit Cities, Principal Activity Centres and Major Activity Centres(identified in the State's Melbourne 2030 vision) in the Mitcham-Frankstoncorridor;

(b) reducing travel times and improving travel time reliability for the movement ofpeople, goods and services in the east and south-east regions of Melbourne throughthe design of the Freeway and connecting roads;

(c) significantly improving commercial vehicle access to and between the importantmanufacturing and industrial areas within and around the Mitcham-Frankstoncorridor;

(d) reducing traffic congestion on the surrounding road network, especially SpringvaleRoad, Stud Road and the Maroondah Highway, by attracting traffic onto theFreeway;

(e) constructing the Freeway with state-of-the-art road safety facilities and, duringoperations, regularly revising and updating operational and safety facilities andprocedures;

(f) providing a high quality, readily accessible Customer Services facility and aTolling System which is an Interoperable system;

(g) retaining flexibility for future enhancement of the Freeway;

(h) integrating the Project with the existing and future surrounding transport network;

(i) providing flexibility to improve public transport service both within the ProjectArea and on the surrounding transport network;

(j) providing pedestrian and cycle paths which integrate with the existing transportnetwork; and

(k) minimising disruption to traffic and affected roads during construction;

(ii) protection, and where possible enhancement, of the Environment in relation to theFacilities during the delivery and operation of the Project, including:

(a) complying with applicable Laws, guidelines and standards concerningenvironmental protection (including noise, water and air quality); and

(b) designing, constructing and managing the Project in an environmentally sensitivemanner with respect to natural ecosystems, biological diversity and existing waterresources (including flood management);

(iii) enhancement of the social amenity and desirability of the Facilities, including:

(a) providing a quality, functional and efficient Project design, including considerationof landscape character and noise attenuation solutions;

(b) designing, constructing and managing the Project in a socially sensitive mannerwith respect to construction impacts, traffic management, road safety, noise, visualimpact, landscape character, urban design and open space; and

(c) minimising disruption to the surrounding area during construction;

(iv) achievement of value for money for the State in the delivery and operation of the Projectand delivery of a value for money outcome for road users and the general public; and

(v) securing the delivery of the Project in a timely fashion, including:

(a) delivering the Project in a timely and coordinated manner which maximises userbenefits; and

(b) delivering a fully operational Freeway as soon as practicable, but no later thanduring 2008.



H The State and the Concessionaires have agreed that:

(i) the State will grant to the Trustee the right, and impose on the Trustee the obligation, tofinance, plan, design, construct and commission its Works and its Temporary Works;

(ii) the State will grant to ConnectEast the right, and impose on ConnectEast the obligation, tofinance, plan, design, construct and commission its Works and its Temporary Works; and

(iii) the State will grant to ConnectEast the right, and impose on ConnectEast the obligation, tooperate, maintain and repair the Freeway and to maintain and repair the Maintained Off-Freeway Facilities and to provide the Customer Services,

on the terms and conditions of this Deed and the other Project Documents.

I This Deed sets out the terms and conditions on which:

(i) each Concessionaire will perform its obligations described in Recital H;

(ii) the Concessionaires must achieve Freeway Section Completion of the ConstructionActivities in relation to each Section;

(iii) thereupon:

(a) the State will grant one or more Freeway Leases to the Trustee; and

(b) the Trustee will grant one or more Freeway Sub-leases to ConnectEast, inaccordance with the Agreement to Sub-lease; and

(iv) on the last day of the Concession Period, the Trustee will yield up possession of theFreeway (other than the Freeway Plant and Equipment) and ConnectEast will yield uppossession of the Freeway Plant and Equipment to the State.



Agreed terms

1. Definitions and interpretation1.1 Definitions

The terms set out in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation) have themeanings set out in that part for the purposes of this Deed.

1.2 InterpretationThe provisions of this Deed will be construed in accordance with Part 2 (Interpretation) ofSchedule 1 (Definitions and interpretation).

PART A. PROJECT FRAMEWORK

2. The Project2.1 Obligations of Concessionaires

The Concessionaires agree that:

(a) the Concessionaires must finance the Project;

(b) the Trustee must design, construct and commission its Works and its TemporaryWorks and ConnectEast must design, construct and commission its Works and itsTemporary Works;

(c) ConnectEast must operate, maintain and repair the Freeway (including the TollingSystem) and maintain and repair the Maintained Off-Freeway Facilities;

(d) ConnectEast must deliver the Customer Services;

(e) the Trustee must handover the Freeway (other than the Freeway Plant and Equipment)and ConnectEast must handover the Freeway Plant and Equipment at the end of theConcession Period; and

(f) each Concessionaire must, in accordance with its respective obligations under thisDeed, do all things necessary for the purposes of this Project,

subject to, and in accordance with, this Deed.

2.2 Grant of concessionThe State grants:

(a) to the Trustee, the right to design, construct and commission its Works and itsTemporary Works and to ConnectEast the right to design, construct and commissionits Works and its Temporary Works;

(b) to ConnectEast, the right to operate, maintain and repair the Freeway;

(c) to ConnectEast, the right to maintain and repair the Maintained Off-FreewayFacilities; and

(d) to ConnectEast, the right to impose and collect tolls and User Charges for use of, andraise revenues from other lawful uses approved by the State, of the Freeway,

until the end of the Concession Period subject to, and in accordance with, the terms of, and therisk allocation provided for in, this Deed.



2.3 Role of the ConcessionairesThe parties agree that, notwithstanding any other provision of this Deed or any other ProjectDocument:

(a) Interface responsibility: general

If and to the extent that any Project Document does not clearly allocate to either theTrustee or to ConnectEast the responsibility for performing a particular obligationunder or observing a particular provision of the Project Document, or does not clearlyallocate the liability for a particular risk, that responsibility or liability will (asbetween the Concessionaires and the State and its Associates) be borne byConnectEast.

If the Project Scope and Project Requirements do not clearly allocate to the Trusteethe responsibility for carrying out a particular part of the Works or the TemporaryWorks, that responsibility will (as between the Concessionaires and the State and itsAssociates) be borne by ConnectEast.

(b) Interface responsibility for Works and Temporary Works

ConnectEast must ensure that the Works and the Temporary Works of the Trustee andof ConnectEast interface properly, including from a design, construction andscheduling perspective, and all risks in relation to any interface will (as between theConcessionaires and the State and its Associates) be borne by ConnectEast.

(c) No excusing of performance

The Concessionaires acknowledge and undertake to the State and its Associates thatno act, failure to act, omission or default by a Concessionaire under any ProjectDocument will excuse the other Concessionaire from performing any obligation under(or observing and complying with any provision of) the Project Documents, or reducethe liability of the other Concessionaire for any act, failure to act, omission or defaultin the performance of any of its obligations under the Project Documents.

(d) Prohibitions and conditions apply to each Concessionaire

A Concessionaire must not do, or cause or allow to be done, anything which the otherConcessionaire is prohibited under a Project Document from doing, causing orallowing to be done, as the case may be.

If any right of a Concessionaire under a Project Document (or under a consent orapproval given by the State or any of its Associates pursuant to a Project Document) isexpressed to be subject to any condition, that condition applies also to the otherConcessionaire.

(e) Acknowledgments, releases, consents, approvals, indemnities and assumption ofrisk

If one Concessionaire gives any acknowledgment, release, consent, approval orindemnity or assumes any risk under a Project Document, the other Concessionairewill not be entitled to assert (and waives any right that it may otherwise have to assert)any right or entitlement against the State, its Associates or a Protected Contractor thatthe first Concessionaire is not entitled to so assert by reason of that acknowledgment,release, consent, approval, indemnity or assumption of risk.

(f) Knowledge or awareness of a Concessionaire

For the purposes of any reference in a Project Document to a matter of which aConcessionaire has or is deemed to have knowledge, the knowledge of oneConcessionaire will be deemed to be the knowledge of each Concessionaire, and aConcessionaire will not be entitled to assert that it has no knowledge of a matter ofwhich the other Concessionaire has or is deemed to have knowledge.



For the purposes of any reference in a Project Document to a matter of which aConcessionaire is aware or is deemed to be aware, one Concessionaire being or beingdeemed to be aware of that matter will be deemed to be each Concessionaire being orbeing deemed to be aware of that matter, and a Concessionaire will not be entitled toassert that it is not aware of a matter of which the Concessionaire is aware or isdeemed to be aware.

(g) Processes and consents

For the purposes of any provision of a Project Document which contemplates anymeeting, consultation or participation in any other process by either or bothConcessionaires, or the giving of any approval or consent by either or bothConcessionaires:

(i) the Concessionaires appoint the representative of the Concessionairesspecified in clause 77.4 (Address for Notices) or some other officer oremployee of a Concessionaire notified to the State or SEITA (as applicable)as a single representative to act on behalf of the Concessionaires collectivelyin respect of that meeting, consultation or other process (ConcessionaireAppointee);

(ii) the State or SEITA (as applicable) will not be required to deal with and willbe entitled to disregard any purported participation by or purported approvalor consent from any person other than the Concessionaire Appointee;

(iii) participation in that meeting, consultation or other process by aConcessionaire Appointee will be deemed to be participation by bothConcessionaires, for their respective rights and obligations under the ProjectDocuments;

(iv) an approval or consent given by a Concessionaire Appointee will be deemedto be given by both Concessionaires, for their respective rights andobligations under the Project Documents, without the State, its Associates ora Protected Contractor being required to enquire as to which Concessionairehas the relevant right or obligation; and

(v) each Concessionaire will be bound by the outcome of that meeting,consultation or other process, in relation to its rights and obligations underthe Project Documents.

(h) Payments and receipts

For the purposes of any provision of a Project Document under which a payment maybe made, or received, by the State or its Associates, the Concessionaires or theirrespective Associates and Contractors:

(i) any payment made to a Concessionaire will be deemed, to the extent of thatpayment, to satisfy the relevant obligation of the payer to eachConcessionaire (to the extent of their respective rights under the ProjectDocuments) without the payer being required to enquire as to the respectiveentitlements of the Concessionaires in respect of the subject matter of thatpayment, and a receipt given by a Concessionaire will bind bothConcessionaires; and

(ii) the State, its Associates and its Protected Contractors may receive a paymentmade by a Concessionaire in or towards satisfaction of the obligations ofeither or both Concessionaires under the Project Documents, without thepayee being required to enquire as to the respective obligations of theConcessionaires in respect of the subject matter of that payment, and areceipt given by the payee to a Concessionaire will be sufficientacknowledgment of the receipt of that payment as regards bothConcessionaires.



(i) Redress not increased

(i) Any redress or compensation owing to FinCo or either or both of theConcessionaires (as applicable) under or in accordance with the ProjectDocuments, including under clauses 20.4 (Delays), 36.4 (Proximate StateWork), 37 (Modifications), and 45 (Key Risk Management Regime) and Part1 of Schedule 2 (Early Termination Amount) will not, in aggregate, be moreonerous to the State or its Associates than if the Concessionaires and FinCohad been a single legal entity.

(ii) Without limiting clause 2.3(i)(i) (Redress not increased), in determining theamount of any redress or compensation owing to either or both of theConcessionaires (as applicable) under the Project Documents any dealingbetween a Concessionaire and FinCo or any Related Body Corporate orRelated Trust Entity of either Concessionaire will be ignored to the extentthat it is not on arms length commercial terms.

(iii) For the purposes of clause 2.3(i)(ii) (Redress not increased), any dealingbetween a Concessionaire and FinCo or a Related Body Corporate orRelated Trust Entity of either Concessionaire or FinCo will be deemed to benot on arms length terms to the extent of any difference in pricing or otherterms between that dealing and the pricing or other terms that theConcessionaire would be able to obtain if an equivalent transaction occurredbetween the Concessionaire or FinCo and an unrelated third party.

(j) Dispute Resolution

(i) In the event that any matter or dispute between the State or its Associatesand a Concessionaire is determined under Part L (Dispute Resolution) or isotherwise agreed between those parties, that determination (or agreement, asapplicable) will be binding upon the other Concessionaire (notwithstandingthat it may not have participated in that determination or agreement), whichmust, within 20 Business Days of receipt of demand from the State or itsAssociates, execute and deliver any amendment to the Project Documentsthat has been determined (or agreed) between the State or its Associates andthe relevant Concessionaire in order to resolve that dispute.

(ii) The Concessionaires appoint the representative of the Concessionairesspecified in clause 77.4 (Address for Notices) or some other officer oremployee of a Concessionaire notified to the State as a single representativeto act on behalf of the Concessionaires collectively in dealing with anymatter or dispute between the State or its Associates and a Concessionaire,including where a notice has been given under clause 72.2(a) (Disputenotice) (Dispute Resolution Appointee).

(iii) The State and its Associates will not be required to deal with and will beentitled to disregard any purported participation by any person other than theDispute Resolution Appointee in any determination or agreement of a matteror dispute between the State or its Associates and a Concessionaire.

(iv) If requested by the State, a Concessionaire must participate at its cost in anydispute resolution procedures under this Deed or any other ProjectDocument involving the State and the other Concessionaire.

(v) A Concessionaire will not be entitled to separately commence any disputeresolution procedure against the State under this Deed or any other ProjectDocument to the extent that it relates to a Dispute which has already beeninitiated by the other Concessionaire.



(k) Disputes between Concessionaires

(i) In the event of any matter or dispute between the Concessionaires thatcannot be otherwise resolved, the Concessionaires will cause the matter orthe dispute to be determined in accordance with Part L (Dispute Resolution),which will be construed as though references to the State and aConcessionaire are references to each Concessionaire.

(ii) The Concessionaires must, prior to the commencement of any determinationof the matter or dispute, notify the State of the matter or dispute.

(iii) The State and its Associates may, in its discretion, participate in the processto determine the matter or dispute, in which event any costs incurred by theState will be borne by the Concessionaires.

(iv) The determination (or any participation by the State and its Associates in thedeterminations) of that matter or dispute between the Concessionaires will inno way, as between the State and its Associates and the Concessionaires,limit or affect the responsibilities or Liabilities of the Concessionaires or therights or remedies of the State and its Associates.

(l) Ability to perform acts

For the purposes of any provision of a Project Document in which the ability of aConcessionaire to perform an action (or the reasonableness of a Concessionaire'saction) is relevant the Concessionaire will not be entitled to rely upon (and the Stateand its Associates will be entitled to ignore) the fact that the assets and resources ofeach of the Concessionaires are separately owned.

2.4 Transaction DocumentsThe Concessionaires acknowledge and agree that:

(a) the Concessionaires' and the State's rights, obligations and Liabilities under this Deedwill be determined solely in accordance with the terms of this Deed;

(b) no:

(i) obligation of a Concessionaire or FinCo to any party under a TransactionDocument (other than the State or its Associates);

(ii) right of a party to a Transaction Document (other than the State or itsAssociates); or

(iii) restriction imposed on a Concessionaire or FinCo pursuant to anyTransaction Document,

will operate to relieve a Concessionaire or FinCo of any obligation under a ProjectDocument;

(c) for the purposes of any Project Document, any assessment of whether aConcessionaire or FinCo is acting in good faith or reasonably and any assessment ofthe reasonableness of any opinion of a Concessionaire or FinCo (including, in eachcase, for the purposes of any negotiations, agreement or settlement of a dispute withthe State) will be made without reference to:

(i) the views or opinions of; or

(ii) any direction received by a Concessionaire or FinCo from,

any party to a Transaction Document other than the State or its Associates; and

(d) for the purposes of any Project Document, any assessment of whether aConcessionaire or FinCo is acting in good faith or reasonably and any assessment ofthe reasonableness of any opinion of a Concessionaire or FinCo (including, in eachcase, for the purposes of any negotiations, agreement or settlement of a dispute with



the State) will be made having regard to any restriction imposed upon aConcessionaire or FinCo under a Financing Document, but without reference to anyother restriction imposed on a Concessionaire or FinCo by any party to any otherTransaction Document, other than the State or its Associates.

3. Conditions Precedent3.1 Commencement of obligations

This Deed does not commence until each of the Conditions Precedent has been satisfied orwaived in accordance with this clause 3 (Conditions Precedent), except for the provisionscontained in:

(a) clause 1 (Definitions and interpretation);

(b) clauses 2.3 (Role of the Concessionaires) and 2.4 (Transaction Documents);

(c) this clause 3 (Conditions Precedent);

(d) clause 5 (Bonds), to the extent that the provisions of that clause relate to theConstruction Bond;

(e) clause 52 (Representations and warranties);

(f) clause 72 (Dispute resolution);

(g) clause 73 (Expert determination);

(h) clause 74 (Arbitration);

(i) clause 75 (General);

(j) clause 76 (Assignment and security);

(k) clause 77 (Notices);

(l) clause 78 (Disclosure);

(m) clause 79 (Publicity); and

(n) clause 82 (General provisions),

(Day 1 Clauses) which will commence on the date on which notice of the making of this Deedis published in the Government Gazette pursuant to Section 18 of the Project Legislation.

3.2 Conditions PrecedentThe Conditions Precedent are as follows:

(a) Transaction Documents (excluding Project Documents)

The Concessionaires delivering to the State a certified copy of fully executedcounterparts of each of the following agreements in a form and substance approved bythe State:

(i) the Financing Documents (other than the Finance Tripartite Agreement);

(ii) the Original Construction Contract;

(iii) the Original Operation and Maintenance Agreement;

(iv) the Equity Documents;

(v) the Agreement to Sub-Lease;

(vi) the Original Credit Support Documents; and

(vii) the Asset Trust Deed,



together with evidence satisfactory to the State that:

(viii) each of those documents has been validly executed by each party to it(including, in the case of each person which is established outside Australia(other than a Financier which the State has agreed is exempted from therequirements of this paragraph), a legal opinion from counsel reasonablyacceptable to the State as to status, authorisation and due execution by thatperson); and

(ix) all conditions precedent (and other conditions however described) to thecoming into full and irrevocable operation (including the provision offinancial accommodation, if applicable) of those documents (other than acondition precedent that a Condition Precedent set out in this clause 3.2(Conditions Precedent) has been satisfied or effectively waived) have beensatisfied or effectively waived.

(b) Project Documents

The Concessionaires delivering to the State counterparts of the following documentsin form and substance approved by the State, executed by each of the parties to thedocuments, other than the State:

(i) this Deed;

(ii) the Construction Tripartite Agreement;

(iii) the Operating Tripartite Agreement;

(iv) the Finance Tripartite Agreement;

(v) the State Deed of Charge;

(vi) the Independent Reviewer Deed of Appointment;

(vii) the IP Licence Deed; and

(viii) the Escrow Agreement,

together with evidence satisfactory to the State that:

(ix) each of those documents has been validly executed by each party to it(including, in the case of each person which is established outside Australia(other than a Financier which the State has agreed is exempted from therequirements of this paragraph), a legal opinion from counsel reasonablyacceptable to the State as to status, authorisation and due execution by thatperson); and

(x) all conditions precedent (and other conditions however described) to thecoming into full and irrevocable operation (including the provision offinancial accommodation, if applicable) of those documents (other than acondition precedent that a Condition Precedent set out in this clause 3.2(Conditions Precedent) has been satisfied or effectively waived) have beensatisfied or effectively waived.

(c) Construction Bond

The Trustee delivering to the State up to two bonds aggregating to the amount of$87,570,000 (Construction Bond).

(d) Insurances

The Concessionaires effecting all policies of insurance required under clause 51.2(Construction phase insurance) and, subject to clause 51.6 (Proof of insurance),delivering to the State a copy of each insurance policy.



(e) FIRB approval

Each Concessionaire obtaining FIRB Approval and providing evidence to thereasonable satisfaction of the State that FIRB Approval has been obtained and is infull force and effect (or, if FIRB Approval is not required to be obtained, providingevidence to the reasonable satisfaction of the State that such approval is not required).

(f) Models

The State having received:

(i) printout and electronic copies of the base case financial model, the base caseannual revenue forecast model; and

(ii) electronic copies of the base case traffic model,

each in a form and in such detail as is consistent with the Day 1 Base Case FinancialModel, the Day 1 Base Case Annual Revenue Forecast Model and the Day 1 BaseCase Traffic Model (as applicable) with only those changes provided for in Schedule16 (Adjustments for Changes in Base Interest Rates) or otherwise as reasonablyapproved by the State; and

(iii) the Bank Base Case Model (as defined in Schedule 16 (Adjustments forChanges in Base Interest Rates) in a form and in such detail as reasonablyapproved by the State.

(g) Gazettal of this Deed

A notice of the making of an agreement is published in the Government Gazettepursuant to section 18 of the Project Legislation.

(h) Consortium Details

The State having received:

(i) the Consortium Details;

(ii) audited, unconsolidated financial statements of each Consortium Member foreach Financial Year following the date of that Consortium Member'sincorporation or establishment up to and including the previous FinancialYear and management accounts for the period from the end of the previousFinancial Year to the Commencement Date, in form and substancesatisfactory to the State; and

(iii) such other information concerning the business of each entity named inparagraph (ii) above before the Commencement Date as the State mayrequire, in form and substance satisfactory to the State.

(i) Changes in Base Interest Rates

The terms of Schedule 16 (Adjustments for Changes in Base Interest Rates) have beencomplied with.

(j) Tabling in Parliament

The requirements of section 21(1) of the Project Legislation have been satisfied andthe Deed has not been revoked wholly or in part in accordance with section 22(1) ofthe Project Legislation.

(k) Disclosure Document

The State having received evidence satisfactory to it that the Concessionaires havelodged the Disclosure Document with the Australian Securities and InvestmentsCommission under section 1015B of the Corporations Act such that the condition inclause 2.1(b) (Conditions precedent - Offer) of the Underwriting Agreement is andwill remain satisfied.



3.3 Satisfaction of Conditions Precedent(a) Reasonable endeavours

Each Concessionaire must use its reasonable endeavours to satisfy, or procuresatisfaction of, each of the Conditions Precedent other than the Condition Precedentreferred to in clauses 3.2(g) (Gazettal of this Deed) and 3.2(j) (Tabling in Parliament).

(b) Notice of satisfaction

Where the Concessionaires are of the opinion that a Condition Precedent has beensatisfied, they must give notice to that effect to the State.

(c) Right to waive

The satisfaction of a Condition Precedent referred to in:

(i) clauses 3.2(b)(i), 3.2(b)(ii), 3.2(b)(iii), 3.2(b)(iv), 3.2(b)(v) 3.2(b)(vii),3.2(b)(viii) (Project Documents), 3.2(c) (Construction Bond), 3.2(d)(Insurances), 3.2(f) (Models), 3.2(h) (Consortium Details) and 3.2(k)(Disclosure Document) can only be waived by notice from the State to theConcessionaires (on such conditions (if any) as the State may determine);and

(ii) clauses 3.2(a) (Transaction Documents (excluding Project Documents)),3.2(b)(vi) (Project Documents), 3.2(e) (FIRB approval), 3.2(g) (Gazettal ofthis Deed), 3.2(i) (Changes in Base Interest Rates) and 3.2(j) (Tabling inParliament) can only be waived by the agreement of the State and theConcessionaires (on such conditions (if any) as the parties may agree).

3.4 Conditions Precedent Deadline DateUnless each of the Conditions Precedent have been satisfied or waived under clause 3.3(c)(Right to waive) by 2.00pm (local time) on the Conditions Precedent Deadline Date applicableto the relevant Condition Precedent:

(a) the parties will no longer be bound by the terms of the Project Documents or otherobligations connected with the Project;

(b) each of the Project Documents will be taken to have been terminated on theConditions Precedent Deadline Date;

(c) the State will return any Construction Bond provided in accordance with clause 5(Bonds);

(d) the Project Documents will be of no further force or effect; and

(e) no party will be entitled to any Claim against any other party under or in respect of theProject Documents or in respect of the reimbursement of costs or expenses orotherwise in connection with the Project, other than:

(i) any Claim in relation to a breach of any Day 1 Clause; and

(ii) without limiting the unconditional nature of the Security for Process Bond,the State will be entitled to retain and make demand under the Security forProcess Bond in accordance with the Proponent Deed.

3.5 Certificate of CommencementWhen the last of the Conditions Precedent to be satisfied or waived has been satisfied orwaived, the State must, as soon as practicable, deliver to the Concessionaires a certificate whichconfirms that each of the Conditions Precedent has been satisfied or waived and the date uponwhich the last of the Conditions Precedent to be satisfied or waived was satisfied or waived(Certificate of Commencement).



3.6 Extension(a) Adjustments

If the Conditions Precedent in clauses 3.2(g) (Gazettal of this Deed) and 3.2(j)(Tabling in Parliament) have not been satisfied by midnight on 29 November 2004and the State extends the Condition Precedent Deadline Date beyond 30 November2004 then:

(i) the terms of Schedule 16 (Adjustments for Changes in Base Interest Rates)will be complied with except that the Base Case Financial Model and theBank Base Case Model will be adjusted to reflect the revised Contract Price(as defined in the Construction Contract) determined under clause 3.5(b)(i)of the Construction Contract; and

(ii) all Planned Dates for Freeway Section Completion, Dates for TollingCompletion and Construction Milestones will be renegotiated by the partiesin good faith to take account of the effect of the extension.

(b) Determination of extension

In negotiating in good faith pursuant to clause 3.6(a)(ii) (Adjustments) the partiesmust adhere to the following objectives:

(i) that the risk allocation as between the parties as reflected in this Deed ispreserved to the maximum extent possible; and

(ii) without limiting clause 3.6(b)(i) (Determination of extension), that any non-lineal extension to the Planned Dates for Freeway Section Completion, Datesfor Tolling Completion or Construction Milestones will be the minimumreasonably necessary in the circumstances.

(c) Dispute Resolution

If the parties cannot agree the extension contemplated by clause 3.6(a)(ii)(Adjustments), then either the State or the Concessionaires may refer the matterdirectly for expert determination under clause 73 (Expert determination). In makingany determination the expert or arbitrator (as applicable) must ensure, and the partiesmust require that, the expert's or arbitrator's determination reflects the matters inclause 3.6(b) (Determination of extension).

4. Concession Period4.1 Commencement Date

The Concession Period commences on the Commencement Date.

4.2 Expiry DateThe Concession Period ends on the earlier of:

(a) the Expiry Date or such later date as set out in clause 4.3 (Concession Period endingafter Expiry Date) of this Deed; and

(b) the date on which this Deed is terminated in accordance with its terms.

4.3 Concession Period ending after Expiry DateThe Concession Period may end later than the Expiry Date if a period is agreed or determined tobe the Concession Period under clauses 37 (Modifications) or 45 (Key Risk ManagementRegime). In such a case the Concession Period will end on the earlier of:

(a) the date of expiry of that agreed or determined period; or

(b) the date on which this Deed is terminated in accordance with its terms.



5. Bonds5.1 Provision of Bonds

(a) Construction Bond

The Trustee must provide the Construction Bond as contemplated by clause 3.2(c)(Construction Bond).

(b) Operation Phase Bond

(i) ConnectEast must procure that a bond in the amount of $5 million (Indexed)(Operation Phase Bond) is provided to the State within 10 Business Daysof the issue of the first Certificate of Freeway Section Completion and, inany event, as a condition precedent to Tolling Completion of the first Sectionto achieve Tolling Completion.

(ii) Without limiting any other right or remedy the State may have (including tomake a demand under a Bond) or the unconditional nature of the OperationPhase Bond, if a Concessionaire fails to comply (in whole or in part) withthe terms of this Deed at any time after the first Date of Freeway SectionCompletion, the State may issue a notice to the Concessionaires specifyingthe non-compliance and requiring that the non-compliance be corrected assoon as practicable but, in any event, within 12 months of the date of theState's notice.

(iii) If the non-compliance is not corrected in accordance with the State's noticeissued under sub-paragraph (ii), the State may issue a further notice to theConcessionaires requiring ConnectEast to, and ConnectEast must, replacethe Operation Phase Bond with a replacement bond in the amount of $20million (Indexed) within 10 Business Days of the State's further notice.

(iv) The Concessionaires acknowledge and agree that:

(A) clause 34.10(d) (Audit) and clause 64.3(c) (Acknowledgment)confer an express entitlement on the State to issue a notice underclause 5.1(b)(iii) (Operation Phase Bond) notwithstanding that therequirements of clause 5.1(b)(ii) (Operation Phase Bond) may nothave been satisfied; and

(B) the rights conferred on the State under those clauses do not limit oraffect the State's rights under clause 5.1(b) (Operation Phase Bond)or otherwise, including the State's right to rely on the failure of theConcessionaires to comply (in whole or in part) with any otherterm of this Deed as a ground for issuing a notice under sub-paragraph (ii).

(c) Handover Bond

The Concessionaires may procure that a bond is issued to the State so as to fulfil theirrespective obligations under clause 71.1(d)(ii) (ConnectEast's obligations).

5.2 General requirements for BondsAny Bond which a Concessionaire is required to, or does, procure under this Deed (including areplacement bond) must comply with this clause 5 (Bonds).

5.3 Form of BondsEach Bond must:

(a) be in the form of Exhibit A (Pro forma Bond) (or in such form and substance as theState may otherwise approve);

(b) be issued by an Issuer with the Required Rating;



(c) expire no earlier than the relevant date specified in clause 5.4 (Expiry Date); and

(d) be payable at an office of the Issuer in Melbourne or Sydney (or such other place asthe State may otherwise approve).

5.4 Expiry DateEach Bond must not expire earlier than the following times:

(a) for the Construction Bond, 24 months;

(b) for the Operation Phase Bond, 12 months; and

(c) for the Handover Bond, 12 months,

after the date it is issued to the State.

5.5 Replacement of Bonds(a) Replacement on Trigger Date

The relevant Concessionaire must, in respect of each Bond, on or prior to the relevantTrigger Date, procure the issue to the State of a replacement bond in the amount andform of the relevant Bond which it is replacing.

(b) Replacement where Issuer Rating falls

If at any time prior to the relevant Bond Return Date:

(i) the Rating of the Issuer of a Bond falls below the Required Rating; or

(ii) such Issuer ceases to have a Rating at all,

the relevant Concessionaire must:

(iii) notify the State promptly of that circumstance; and

(iv) within 20 Business Days after being requested by the State to do so, procurethe issue to the State of a replacement bond (in the amount and form of theBond being replaced).

5.6 Demands under Bonds(a) Demands under Construction Bond or Operation Phase Bond

Without limiting the unconditional nature of the Construction Bond or the OperationPhase Bond, the State may make a demand under the Construction Bond or theOperation Phase Bond in respect of any amount which:

(i) the State considers is, or at any time may become, due or payable by eitherConcessionaire to the State or SEITA under a Project Document; or

(ii) the State or SEITA has incurred, or the State considers it or SEITA mayincur, arising out of or in respect of or in connection with any default,wrongful act or omission or breach of, or a failure to comply with, anobligation or Liability.

For the avoidance of doubt, and without limiting the foregoing, whenever the Statemay make a demand in respect of the Construction Bond, that power or right may beexercised in respect of all or any of the bonds comprising the Construction Bond in theState's absolute discretion.

(b) Demands under Handover Bond

Without limiting the unconditional nature of the Handover Bond, the State may makea demand under the Handover Bond in the circumstances set out in clauses 71.9(c)(Agreement notice) or 71.9(e) (Consequences following consultation).



(c) Notice of demand

The State must, as soon as practicable after it has made a demand and receivedpayment under a Bond, give a notice to the Concessionaires specifying the amount ofthe demand and the State’s reason for making the demand.

(d) Failure to provide replacement bond

If a replacement bond is not provided to the State in accordance with clauses5.1(b)(iii) (Operation Phase Bond) or 5.5 (Replacement of Bonds), the State maymake a demand under the relevant Bond for the full amount of that Bond at that time.

(e) Claims or disputes

The State may make a demand under a Bond irrespective of whether or not the amountdemanded and the circumstances relating to the amount:

(i) are in dispute;

(ii) have been referred for determination in accordance with Part L (DisputeResolution) or similar determination in any other Project Document;

(iii) are the subject of a claim under any of the insurances provided under clause51 (Insurance); or

(iv) are subject to any Proceeding.

(f) Definition of 'amount'

In this clause 5.6 (Demands under Bonds) and clause 5.7 (Repayment by State), theterm 'amount' includes debts, fees, costs (including legal costs on an indemnity basis),indemnities, charges, duties, penalties, Taxes, losses, expenses and liquidated orunliquidated damages.

5.7 Repayment by State(a) Repayment

If the Issuer of a Bond makes a payment to the State under a Bond and:

(i) in the case of the Construction Bond or the Operation Phase Bond, the Statedoes not in fact incur, or either Concessionaire is not or does not in factotherwise become liable to pay to the State, an amount which is equal to orgreater than the payment made; or

(ii) in the case of the Handover Bond, the State is required to pay an amountunder clause 71.9(f) (State to reimburse Concessionaire),

then the State must pay to the relevant Concessionaire:

(iii) that part of the payment made which exceeds the amount which the Statedoes in fact incur, or either Concessionaire is or does in fact otherwisebecome liable to pay to the State in the case of the Construction Bond orOperation Phase Bond or, in respect of the Handover Bond, the amountdetermined under clause 71.9(f) (State to reimburse Concessionaire) (ineither case, the Relevant Amount); and

(iv) interest at the Default Rate on the Relevant Amount on a daily basis from(and including) the date the Issuer of the Bond met the demand in respect ofthe Relevant Amount to the date the Relevant Amount is paid to the relevantConcessionaire compounded on the last Business Day of each month. Suchinterest must be paid on the date the Relevant Amount is paid to the relevantConcessionaire.



(b) Sole Remedy

The Concessionaires acknowledge and agree that:

(i) the Concessionaires' sole remedy arising out of or in respect of or inconnection with the making of a demand by the State under, or the utilisationof the proceeds of, a Bond or the payment by an Issuer to the State under aBond is the Concessionaires' entitlement to payment by the State inaccordance with clauses 5.7(a)(iii) (Repayment) and 5.7(a)(iv) (Repayment);and

(ii) the Concessionaires' entitlement to payment by the State of the amountscontemplated by clauses 5.7(a)(iii) (Repayment) and 5.7(a)(iv) (Repayment)constitutes an adequate remedy for the Concessionaires in respect of theoccurrence of the circumstances described in clauses 5.6 (Demands underBonds) and 5.7(a)(i) (Repayment) or 5.7(a)(ii) (Repayment) (as the case maybe).

5.8 No interest or trustThe State:

(a) subject to clause 5.7(a)(iv) (Repayment), is not obliged to pay the relevantConcessionaire interest on a Bond or the proceeds of a Bond if it is converted intocash; and

(b) does not hold the proceeds of a Bond converted into cash on trust for the relevantConcessionaire.

5.9 Return of Bonds(a) Exchange for replacement Bond

If, under this Deed, a Bond is to be replaced, the State must return the Bond to therelevant Concessionaire only upon that Concessionaire providing the State with areplacement bond.

(b) Time for return

Subject to clause 5.9(a) (Exchange for replacement Bond), the State must return eachBond to the relevant Concessionaire no later than the relevant Bond Return Date.

5.10 Reduction in amount of Construction BondPromptly following the Construction Bond Reduction Date the State must, at the request of theTrustee, either:

(a) provide an acknowledgment, in a form and substance approved by the Issuer, that theface amount of the Construction Bond is reduced to the then applicable ConstructionBond Amount; or

(b) provide the Construction Bond to the Trustee in exchange for a replacement bond witha face amount equal to the then applicable Construction Bond Amount.

5.11 Top up of Operation Phase BondWithin 20 Business Days of the end of each successive 6 month period after the OperationPhase Bond is first required to be provided to the State, ConnectEast must procure that if theundrawn face amount of the Operation Phase Bond is less than the amount of $5 million(Indexed) or $20 million (Indexed) (as applicable) as determined at the end of that 6 monthperiod, a replacement bond in the amount of $5 million (Indexed) or $20 million (Indexed) (asapplicable) is provided to the State.



5.12 Reduction in amount of Operation Phase Bond(a) Reduction

If:

(i) ConnectEast has provided an Operation Phase Bond under clause 5.1(b)(iii)(Operation Phase Bond);

(ii) a period of 12 months has passed since the date upon which the non-compliance in relation to which the Operation Phase Bond was providedunder clause 5.1(b)(iii) (Operation Phase Bond) has been corrected; and

(iii) there has been no other failure by a Concessionaire to comply with any ofthe terms of this Deed during that 12 month period which remainsunremedied,

the State must, at the request of ConnectEast, either:

(iv) provide an acknowledgment, in a form and substance approved by the Issuer,that the face amount of the Operation Phase Bond is reduced to the amountof $5 million (Indexed); or

(v) provide the Operation Phase Bond to ConnectEast in exchange for areplacement bond with a face amount equal to $5 million (Indexed).

(b) No limitation

The provision by the State of an acknowledgment under clause 5.12(a)(iv) (Reduction)or the exchange of a bond under clause 5.12(a)(v) (Reduction) (as applicable) will notlimit or affect the right of the State to make a demand under any Bond or tosubsequently issue a notice under clause 5.1(b)(ii) (Operation Phase Bond) or5.1(b)(iii) (Operation Phase Bond), or the obligation of ConnectEast to provide areplacement bond in accordance with clause 5.1(b)(iii) (Operation Phase Bond).

5.13 Reduction in amount of Handover BondPromptly following a determination of the Determined Handover Costs, the provision of theState's notice setting out the Reduced Handover Costs or a revision of the Estimated HandoverCosts Amount, if the face amount of the Handover Bond is greater than the DeterminedHandover Costs, the Reduced Handover Costs or the revised Estimated Handover CostsAmount (as the case may be), the State must, at the request of the Concessionaires, either:

(a) provide an acknowledgment, in a form and substance approved by the Issuer, that theface amount of the Handover Bond is reduced to the amount of the DeterminedHandover Costs, the Reduced Handover Costs or the revised Estimated HandoverCosts Amount (as the case may be); or

(b) provide the Handover Bond to the Concessionaires in exchange for a replacementperformance bond with a face amount equal to the amount of the DeterminedHandover Costs, the Reduced Handover Costs or the revised Estimated HandoverCosts Amount (as the case may be).

PART B. ROLE OF THE PARTIES

6. Delegation6.1 Right to delegate

Each Concessionaire acknowledges that the State may exercise any right, statutory or otherwise,it has to appoint a person as a delegate to perform any of its functions, rights and powers underthis Deed.



6.2 Notice of delegationThe State will give the Concessionaires notice of any delegate so appointed, setting out thedelegated functions, rights and powers and including a copy of the relevant instrument ofappointment.

6.3 Revocation or amendment of delegationAny such delegation may be revoked, changed, delegated, limited or made subject to suchconditions as the State determines from time to time.

6.4 No limitation of State obligationsThe appointment of a delegate to perform some or all of the functions, rights and powers of theState under this Deed will not limit or affect the State's obligations or liability under this Deed.

6.5 Unfettered discretionSubject to clause 6.4 (No limitation of State obligations), the parties acknowledge and agreethat:

(a) nothing in this Deed or in any of the Transaction Documents will in any wayunlawfully restrict or otherwise unlawfully affect the unfettered discretion of the Stateto exercise its executive powers or any of its functions or powers pursuant to anylegislation;

(b) without limiting clause 6.5(a) (Unfettered discretion), anything which the State does,fails to do or purports to do pursuant to its executive powers or its functions andpowers under any legislation will not be deemed to be an act or omission by the Stateunder this Deed;

(c) unless by Law (other than the Project Legislation) or in the exercise of its executivepowers (other than under the Project Legislation), the State has a duty or is required toact or not act, the State is not relieved from any Claim that the Concessionaires mayhave against the State for exercising or not exercising any of its functions or powers ina manner contrary to an express obligation of the State under this Deed or any otherProject Document, the existence of such obligation and the existence and amount ofsuch Claim to be assessed assuming clause 6.5(b) (Unfettered discretion) does notapply; and

(d) any term of this Deed which does or purports (in whole or in part) to bind the State toexercise any of its executive powers or its functions or powers pursuant to anylegislation must be interpreted subject to this clause 6.5 (Unfettered discretion).

6.6 SEITAEach Concessionaire acknowledges that the State has appointed SEITA to exercise the powersand functions and undertake the obligations set out in the SEITA Act. The appointment ofSEITA does not limit the rights or powers of the State under this clause 6 (Delegation).

7. Independent Reviewer7.1 Role of Independent Reviewer

(a) Role

The State and the Concessionaires acknowledge and agree that the IndependentReviewer will act as an independent reviewer and (where applicable) certifier to:

(i) the State; and

(ii) the Concessionaires,

for the purposes of, and in accordance with, the terms of this Deed and theIndependent Reviewer Deed of Appointment.



(b) Acknowledgment

The State and the Concessionaires acknowledge and agree that the IndependentReviewer will exercise powers under Division 3 of Part 10 of the Project Legislation.

7.2 Ability to act for FinanciersThe State and the Concessionaires acknowledge and agree that, if requested by the Financiers,the Independent Reviewer may act as an independent reviewer and certifier to the Financiers (orany replacement financiers) on such terms agreed between the Independent Reviewer and theFinanciers and approved by the State.

7.3 Information and accessThe State and each Concessionaire must provide such information, assistance, documentationand models to the Independent Reviewer, and the State or a Concessionaire (as the case may be)must give the Independent Reviewer (and any person authorised by the Independent Reviewer)such access to the Licensed Area or the Leased Area as may be reasonably required by theIndependent Reviewer (and any person authorised by the Independent Reviewer) for thepurpose of performing its role and functions under this Deed and the Independent ReviewerDeed of Appointment.

7.4 Costs and expenses of Independent Reviewer(a) Initial payment by State

The costs and expenses of the Independent Reviewer (including the IndependentReviewer’s professional fees and any costs incurred in exercising or purporting toexercise any power or duty under the Project Legislation which has been conferred onthe Independent Reviewer) will be paid to the Independent Reviewer by the State.

(b) Contribution from Concessionaires

The Concessionaires must pay to the State on demand, from time to time:

(i) all costs and expenses of the Independent Reviewer paid by the State underclause 7.4(a) (Initial payment by State) until the aggregate amount of thosecosts and expenses paid to the State by the Concessionaires equals $20million; and

(ii) once the aggregate of the costs and expenses of the Independent Reviewerpaid under clause 7.4(a) (Initial payment by State) equals $20 million:

(A) subject to sub-paragraph (B), 50% of all costs and expenses of theIndependent Reviewer paid by the State under clause 7.4(a) (Initialpayment by State) in excess of $20 million; or

(B) to the extent that the Independent Reviewer considers that theparties (as a result of their respective conduct) have a proportionateresponsibility for the costs and expenses of the IndependentReviewer paid by the State under clause 7.4(a) (Initial payment byState) which differs from the proportions stated in sub-paragraph (A), then the relevant proportion as stated in a noticefrom the Independent Reviewer to the parties, of all costs andexpenses of the Independent Reviewer paid by the State underclause 7.4(a) (Initial payment by State) in excess of $20 million.

(c) Costs for reports

Where costs and expenses are incurred in relation to the preparation of additionalreports by the Independent Reviewer not otherwise required by this Deed, theIndependent Reviewer Deed of Appointment or the Project Legislation but requestedby the State or a Concessionaire, all such costs and expenses will be paid directly tothe Independent Reviewer by the party requesting the report. Notwithstanding that



one party has paid the costs and expenses of the Independent Reviewer in preparing anadditional report under this clause 7.4(c) (Costs for reports), a copy of that additionalreport must be provided by the Independent Reviewer to the other parties.

7.5 Appointment and replacementIf the Independent Reviewer Deed of Appointment is terminated in accordance with its terms orif the Independent Reviewer ceases to act as the Independent Reviewer for the purposes of thisDeed, the State and the Concessionaires must engage another person to act as independentreviewer on substantially the same terms as the Independent Reviewer Deed of Appointmentprovided that the new Independent Reviewer must:

(a) be reasonably acceptable to the State and the Concessionaires;

(b) have appropriate qualifications and experience;

(c) have no interest or duty which conflicts or may conflict with its functions as anindependent reviewer; and

(d) not be, or have been, engaged or employed by either or both of the Concessionaires ortheir respective Associates in connection with the Project.

7.6 Decisions of previous Independent ReviewerThe new Independent Reviewer appointed in accordance with clause 7.5 (Appointment andreplacement) is bound by the exercise of any function or the making of any decision by theprevious Independent Reviewer which would have been binding on the previous IndependentReviewer but, for the avoidance of doubt, is not bound by the exercise of any functions referredto in clause 72.1(c) (Exclusion) by itself or by the previous Independent Reviewer.

7.7 Copy of Independent Reviewer's noticesThe State may provide to the Financiers a copy of any notice provided to the State under thisDeed or the Independent Reviewer Deed of Appointment by the Independent Reviewer.

8. Proof Engineer and Construction Verifier, Design Consultantand Quality Assurance Auditor

8.1 AppointmentThe Concessionaires must:

(a) engage directly:

(i) a Proof Engineer and Construction Verifier independent of theConcessionaires and their Associates (including the Design Consultant);

(ii) a Design Consultant, which may be the same legal entity as the legal entityresponsible for the design of the Works or Temporary Works or the DesignDocumentation, provided that those employees of the legal entity havingdirect responsibility for performing the role of the Design Consultant areindependent of and different from the employees having direct responsibilityfor the design of the Works or Temporary Works or Design Documentation;and

(iii) an independent Quality Assurance Auditor; and

(b) ensure that where the engagement of the Proof Engineer and Construction Verifier,Design Consultant or Quality Assurance Auditor is terminated or otherwise ceases, itengages another person to act as proof engineer and construction verifier, designconsultant or quality assurance auditor (as the case may be).



8.2 ApprovalAny Proof Engineer and Construction Verifier, Design Consultant or Quality Assurance Auditorappointed by the Concessionaires under clause 8.1 (Appointment) must:

(a) be reasonably acceptable to the State;

(b) have appropriate qualifications and experience; and

(c) be subject to a Proof Engineer and Construction Verifier Deed of Appointment orDesign Consultant Deed of Appointment, as applicable, which is reasonablyacceptable to the State.

8.3 AssistanceThe Concessionaires must ensure that each of the Proof Engineer and Construction Verifier, theDesign Consultant and Quality Assurance Auditor:

(a) comply with the requirements of the Proof Engineer and Construction Verifier, DesignConsultant and Quality Assurance Auditor (as applicable) set out in this Deed; and

(b) provide such information, assistance and documentation to the Independent Reviewerand give such access to the Independent Reviewer (and any person authorised by theIndependent Reviewer) as may be reasonably required by the Independent Reviewer(and any person authorised by the Independent Reviewer) for the purpose ofperforming its role and functions under this Deed, the Independent Reviewer Deed ofAppointment and the Project Legislation.

8.4 ComplianceWithout limiting clause 8.3 (Assistance), the Concessionaires must ensure that each of the ProofEngineer and Construction Verifier and the Design Consultant comply with their respectiveobligations under the Proof Engineer and Construction Verifier Deed of Appointment and theDesign Consultant Deed of Appointment.

9. Senior Project Group9.1 Establishment

A group must be established consisting of the following members:

(a) representing the State, three persons notified by the State from time to time;

(b) representing both of the Concessionaires, collectively, a total of three persons beingthe General Manager, Finance Manager and another senior manager of ConnectEast;

(c) an independent chair agreed by the State and the Concessionaires (or in the absence ofagreement, appointed by the Minister); and

(d) such other members as the parties may agree from time to time,

(Senior Project Group).

9.2 Appointment of delegates(a) Appointment

The members of the Senior Project Group may appoint delegates that hold the same ora similar position (or in the absence of a person holding the same or similar position, asubordinate holding the next most senior ranking position) to attend Senior ProjectGroup meetings in their absence and to otherwise discharge their responsibilitiesunder this clause 9 (Senior Project Group). For the avoidance of doubt, at all timesany delegate of the Concessionaires on the Senior Project Group must be a senioremployee of a Concessionaire.



(b) Notice

A member that appoints a delegate under clause 9.2(a) (Appointment) must providenotice of that appointment to the other members.

9.3 ObjectivesThe objectives of the Senior Project Group will be to discuss and deal with matters relating tothe Project, including to:

(a) monitor the overall progress of the Project and compliance with this Deed;

(b) assist in the resolution of any special matters referred to the Senior Project Group by aparty;

(c) monitor the progress of the Construction Activities;

(d) review all progress reports provided by the Concessionaires;

(e) review the operation, maintenance and repair of the Freeway and the maintenance andrepair of the Maintained Off-Freeway Facilities;

(f) review any matters concerning Tolling, Customer Service and complaints resolution;

(g) consider issues relevant to the integration of the Freeway with the Melbourne transportnetwork;

(h) consider requirements to adhere to the principle of continuous improvement ofadvances in technology relevant to the Freeway;

(i) monitor, deal with and provide advice, and undertake reviews with regard to issues, inrelation to safety;

(j) monitor and provide feedback in relation to all aspects of landscaping and urbandesign; and

(k) such other matters as the members of the Senior Project Group may agree from time totime.

9.4 Meetings(a) Timing

The Senior Project Group must meet monthly during the Concession Period or morefrequently as agreed by its members.

(b) Conduct

The Senior Project Group must conduct its meetings in the manner agreed by itsmembers from time to time.

(c) Notice

The Senior Project Group will meet when called on 5 Business Days notice by any ofits members or as otherwise agreed by its members.

(d) Record of meetings

The Senior Project Group must keep a record of each meeting and a copy of eachrecord must be distributed to each member as soon as practicable after the meeting.

9.5 Other attendees(a) Representatives

The State:

(i) has the right to have the Independent Reviewer attend any meeting of theSenior Project Group; and



(ii) may request that a Concessionaire procure the attendance of seniorrepresentatives of any Contractor, Financier or any of their respectiveAssociates at any meeting of the Senior Project Group and thatConcessionaire must comply with any such request.

(b) Concessionaires' representatives

Each Concessionaire has the right to have a representative of any Contractor orFinancier attend any meeting of the Senior Project Group.

9.6 Other committeesThe parties may agree to establish additional project management groups.

9.7 No Liability(a) No Liability

The Senior Project Group will have no legal responsibilities nor any Liability, and willnot have any power to require any of the parties or their Associates to act or refrainfrom acting in any way.

(b) No reliance

No party will be entitled to rely on any statement, opinion, advice, representation,warranty, promise or undertaking made or given by or on behalf of, the Senior ProjectGroup, or any member of the Senior Project Group (in its capacity as a member of theSenior Project Group) or to make, continue or enforce any Claim against, or seek,pursue or obtain indemnity against or contribution to Liability from, the Senior ProjectGroup or any member of the Senior Project Group (in its capacity as a member of theSenior Project Group) arising out of or in respect of or in connection with anythingwhich the Senior Project Group or any member of the Senior Project Group and theState does or fails to do pursuant to this clause 9 (Senior Project Group).

10. Project Liaison Group10.1 Establishment

A group must be established consisting of the following members:

(a) a representative of the State;

(b) a single representative of both the Concessionaires collectively who must be a senioremployee of a Concessionaire;

(c) a representative of VicRoads; and

(d) a chair nominated by SEITA,

(Project Liaison Group).

10.2 Appointment of delegates(a) Appointment

The members of the Project Liaison Group may appoint delegates that hold the sameor a similar position (or in the absence of a person holding the same or similarposition, a subordinate holding the next most senior ranking position) to attend ProjectLiaison Group meetings in their absence and to otherwise discharge theirresponsibilities under this clause 10 (Project Liaison Group). For the avoidance ofdoubt, any delegate of the Concessionaires must be an employee of a Concessionaire.



(b) Notice

A member that appoints a delegate under clause 10.2(a) (Appointment) must providenotice of that appointment to the other members.

10.3 FunctionsThe functions of the Project Liaison Group will be to:

(a) provide a forum for the exchange of information and the discussion of issues between:

(i) each of the members; and

(ii) each of the members, the Incident Planning Committee, the EmergencyServices and any Government Agency of the State which the Project LiaisonGroup considers has an interest in, or connection with, the Project; and

(b) discuss safety and emergency issues including:

(i) the performance of the Concessionaires in relation to their respectiveobligations under clause 55 (Health and safety);

(ii) any changes to the Incident Management Plan;

(iii) the conduct of, and any findings arising out of, each Emergency Exercise;and

(iv) public safety incidents, including anything that ConnectEast is required togive a detailed report of under clause 32.2 (Notification of damage or seriousaccidents).

10.4 Subject matterIn fulfilling its functions under clause 10.3 (Functions), the Project Liaison Group mustconsider:

(a) issues relating to the integration of the Freeway within the Melbourne transportnetwork;

(b) requirements to adhere to the principle of continuous improvement of advances intechnology relevant to the Freeway;

(c) any other safety or emergency issues not referred to in clause 10.4(b) (Subject matter);and

(d) any other matters that the members consider relevant.

10.5 Meetings(a) Timing

The Project Liaison Group must meet quarterly during the Concession Period, or morefrequently as agreed by the members of the Project Liaison Group.

(b) Conduct

The Project Liaison Group must conduct its meeting in the manner agreed by itsmembers from time to time.

(c) Notice

The Project Liaison Group will meet when called on 5 Business Days notice by any ofits members or as otherwise agreed by its members.

(d) Record of meetings

The Project Liaison Group must keep a record of each meeting and a copy of eachrecord must be distributed to each member as soon as practicable after the meeting.



10.6 Attendance by Incident Planning Committee, Emergency Services andVictorian Government AgenciesThe Project Liaison Group may invite representatives from any of the Incident PlanningCommittee, Emergency Services or from any relevant Government Agency of the State toattend any meeting where the Project Liaison Group considers that the presence of suchrepresentatives would be appropriate or desirable having consideration to the subject matter ofthe meeting.

10.7 No legal responsibility(a) No Liability

The Project Liaison Group will have no legal responsibilities nor any Liability, andwill not have any power to require any of the parties or their Associates to act orrefrain from acting in any way.

(b) No reliance

No party will be entitled to rely on any statement, opinion, advice, representation,warranty, promise or undertaking made or given by or on behalf of, the ProjectLiaison Group, or any member of the Project Liaison Group (in its capacity as amember of the Project Liaison Group) or to make, continue or enforce any Claimagainst, or seek, pursue or obtain indemnity against or contribution to Liability from,the Project Liaison Group or any member of the Project Liaison Group (in its capacityas a member of the Project Liaison Group) arising out of or in respect of or inconnection with anything which the Project Liaison Group or any member of theProject Liaison Group and the State does or fails to do pursuant to this clause 10(Project Liaison Group).

PART C. LAND

11. Project Area11.1 Property Committee

(a) Establishment

In order to coordinate and facilitate the land issues for the Project, the State and theConcessionaires will form a consultative committee (Property Committee)comprising at least two representatives from the State and one representative fromeach Concessionaire to conduct its proceedings in such a manner as agreed betweenthe parties. For the avoidance of doubt, at all times at least one representative of theConcessionaires must be an employee of a Concessionaire.

(b) No Liability

The Property Committee will have no legal responsibilities nor any Liability, and willnot have any power to require any of the parties or their Associates to act or refrainfrom acting in any way.

(c) No reliance

No party will be entitled to rely on any statement, opinion, advice, representation,warranty, promise or undertaking made or given by or on behalf of, the PropertyCommittee, or any member of the Property Committee (in its capacity as a member ofthe Property Committee) or to make, continue or enforce any Claim against, or seek,pursue or obtain indemnity against or contribution to Liability from, the PropertyCommittee or any member of the Property Committee (in its capacity as a member ofthe Property Committee) arising out of or in respect of or in connection with anythingwhich the Property Committee or any member of the Property Committee and theState does or fails to do pursuant to this Part C (Land).



11.2 Property Schedule(a) State to make land available

Subject to clause 11.7 (Obtaining possession of land), the State must make available tothe Trustee in accordance with the terms of this Deed, and in particular clause 11.6(Grant of Land Licences), each parcel of land specified in the Property Schedule:

(i) by the date specified in the Agreed Timetable; and

(ii) for the purpose specified in the Property Schedule,

for that parcel.

(b) Adjustment

The Property Schedule may only be adjusted in accordance with clause 11.3(Adjustment of Property Schedule).

(c) Land for Additional Urban Design Works

The Concessionaires acknowledge that, as at the date of this Deed:

(i) the Concessionaires have not identified the exact size and location of theland required for the Additional Urban Design Works; and

(ii) the land required for the Additional Urban Design Works does not form partof the Property Schedule.

11.3 Adjustment of Property Schedule(a) Concessionaires may request adjustment for additional land

The Concessionaires may request that the Property Schedule be adjusted to includeadditional land from time to time by giving notice to the State, which notice specifies:

(i) the additional parcel of land (including height and depth) required by theConcessionaires, which parcel of land must be located within the ExtendedProject Area;

(ii) the purpose for which the Concessionaires require the parcel of land(including whether or not that parcel of land will form part of the ProjectArea); and

(iii) the date by which the Concessionaires reasonably anticipate they requireaccess to the parcel of land.

(b) State to exercise powers to include additional land

On receipt of a notice under clause 11.3(a) (Concessionaires may request adjustmentfor additional land), if the parcel of land:

(i) is within the Project Area and the State has powers under the ProjectLegislation enabling it to do so, the State will exercise those powers to makethe parcel available as soon as reasonably practicable or on the date specifiedby the Concessionaires in accordance with clause 11.3(a)(iii)(Concessionaires may request adjustment for additional land), whichever isthe later; or

(ii) is not within the Project Area, but is within the Extended Project Area and:

(A) the State has powers under the Project Legislation to make theparcel available to the Concessionaire; and

(B) it is reasonable in the opinion of the State for the State to exercisethose powers,



the State will exercise those powers under the Project Legislation to expandthe Project Area and make the parcel available as soon as reasonablypracticable or on the date specified by the Concessionaires in accordancewith clause 11.3(a)(iii) (Concessionaires may request adjustment foradditional land), whichever is the later.

(c) Concessionaires may request adjustment to change purpose

The Concessionaires may request that the Property Schedule be adjusted to change thepurpose of any land from time to time by giving notice to the State, which noticespecifies:

(i) the change of purpose for any land listed in the Property Schedule;

(ii) the reason for the change of purpose; and

(iii) the date by which the Concessionaires reasonably require the purpose tochange.

(d) State to exercise powers to change purpose

On receipt of a notice under clause 11.3(c) (Concessionaires may request adjustmentto change purpose), if:

(i) the State has powers under the Project Legislation enabling it to do so; and

(ii) it is reasonable in the opinion of the State for the State to exercise thosepowers,

the State will exercise those powers to make the requested change to the PropertySchedule as soon as reasonably practicable or on the date specified by theConcessionaires in accordance with clause 11.3(c)(iii) (Concessionaires may requestadjustment to change purpose), whichever is the later.

(e) Concessionaires to provide details of land for Additional Urban Design Works

Within 6 months after the Commencement Date, the Concessionaires must give anotice to the State which specifies:

(i) the exact location of each parcel of land required for the Additional UrbanDesign Works; and

(ii) the date by which the Concessionaires reasonably anticipate requiring accessto each parcel of land required for the Additional Urban Design Works(which date must be at least 6 months after the date of the notice).

(f) State to exercise powers to make land for Additional Urban Design Worksavailable

On receipt of a notice under clause 11.3(e) (Concessionaires to provide details of landfor Additional Urban Design Works):

(i) to the extent that the land is within the Extended Project Area, the notice willbe deemed to have been given under clause 11.3(b) (State to exercise powersto include additional land); and

(ii) to the extent that:

(A) the land is not within the Extended Project Area; and

(B) the State has powers under the Project Legislation to make theparcel available to the Concessionaires,

the State may exercise those powers under the Project Legislation to makethe parcel available on the date specified by the Concessionaires in



accordance with clause 11.3(e) (Concessionaires to provide details of landfor Additional Urban Design Works).

(g) If State does not make land for Additional Urban Design Works available

(i) Within 30 Business Days of receipt of a notice under clause 11.3(e)(Concessionaires to provide details of land for Additional Urban DesignWorks), to the extent that:

(A) the notice applies to land other than land in the Extended ProjectArea; and

(B) the State does not elect to make the requested land available underclause 11.3(f)(ii) (State to exercise powers to make land forAdditional Urban Design Works available),

the State must give a notice to the Concessionaires so advising theConcessionaires.

(ii) Within 45 Business Days after receipt of notice under clause 11.3(g)(i) (IfState does not make land for Additional Urban Design Works available), theConcessionaires must submit to the State:

(A) a proposal to provide alternative Works which have at least thesame level of community amenity, community benefits and userbenefits and the same value as the Additional Urban Design Worksand are to be constructed on land which is reasonably likely tosatisfy the criteria in, as applicable, clauses 11.3(b)(i) or (ii) (Stateto exercise powers to include additional land) or 11.3(f)(ii)(B)(State to exercise powers to make land for Additional UrbanDesign Works available) (AUDW Proposal); and

(B) proposed changes to the Project Scope to document the AUDWProposal.

(iii) The State must advise the Concessionaires within 30 Business Days ofreceiving the Concessionaires' AUDW Proposal that:

(A) the State:

(I) does not object to the AUDW Proposal;

(II) to the extent that land is to be provided under clauses11.3(b)(ii) (State to exercise powers to include additionalland) or 11.3(f) (State to exercise powers to make landfor Additional Urban Design Works available) - can, andeither (in the case of clause 11.3(b)(ii) (State to exercisepowers to include additional land)) considers itreasonable or (in the case of clause 11.3(f) (State toexercise powers to make land for Additional UrbanDesign Works available)) elects to, exercise its powers ascontemplated by those clauses; and

(III) agrees to the proposed changes to the Project Scope,

(each a Proposal Condition);

(B) the AUDW Proposal is unacceptable because one or more of theProposal Conditions is not satisfied; or

(C) it requires further information from the Concessionaires regardingthe AUDW Proposal. If so, the Concessionaires must provide theadditional information reasonably sought by the State within aperiod of a further 10 Business Days, after which the State must



respond in terms of sub-sub-paragraphs (A), (B) or (C) within 10Business Days of receiving the further information.

(iv) If the State gives a notice under clause 11.3(g)(iii)(A) (If State does notmake land for Additional Urban Design Works available), then the relevantchanges will be made to the Project Scope and the Property Schedule.

(v) If the State gives a notice under clause 11.3(g)(iii)(B) (If State does notmake land for Additional Urban Design Works available), then:

(A) the Concessionaires must submit an amended or new AUDWProposal under clause 11.3(g)(ii) (If State does not make land forAdditional Urban Design Works available) within 45 BusinessDays of that notice; and

(B) clauses 11.3(g)(iii), (iv) and (v) (If State does not make land forAdditional Urban Design Works available) will continue to applyexcept that if the State gives a notice under clause 11.3(g)(iii)(B)(If State does not make land for Additional Urban Design Worksavailable) with respect to the amended or new AUDW Proposalthen no further amended or new AUDW Proposal is required to besubmitted and the Concessionaires must pay an amount as directedby the State equal to:

(I) the cost as set out in, or assumed for the purposes of, theProposal for the Additional Urban Design Works asdemonstrated to the reasonable satisfaction of the Stateby the Concessionaires; or

(II) if not demonstrated within 7 Business Days, thereasonable cost of designing and constructing (includinga reasonable allowance for profit margin) the AdditionalUrban Design Works.

If the State and the Concessionaires are unable to reach agreementas to the reasonable cost under sub-sub-paragraph (II) within afurther 7 Business Days, the State or the Concessionaires may referthe dispute directly for expert determination under clause 73(Expert determination). The amount must be paid within 10Business Days of the cost being demonstrated, agreed ordetermined, as applicable. On payment of that amount, theConcessionaires are relieved of the obligation to effect theAdditional Urban Design Works.

(vi) Nothing in this clause 11.3(g) (If State does not make land for AdditionalUrban Design Works available) requires the Concessionaires to submit anAUDW Proposal which would require the Concessionaires to implement anyalternative Works which cost more than the amount in respect of theAdditional Urban Design Works (Indexed) which they replace as would bedemonstrated or determined under clause 11.3(g)(vii)(B) (If State does notmake land for Additional Urban Design Works available).

(vii) It is a condition precedent to achieving Close-Out of a Section of which theAdditional Urban Design Works form a part that either:

(A) the Additional Urban Design Works or alternative Works approvedby the State under clause 11.3(g)(iii)(A) (If State does not makeland for Additional Urban Design Works available) have beencompleted (and, for the avoidance of doubt, are free from Defects);or



(B) if clause 11.3(g)(v)(B) (If State does not make land for AdditionalUrban Design Works available) applies, the Concessionaires havepaid the relevant amount as directed by the State.

(viii) The Concessionaires acknowledge that relief from the obligation to performthe Additional Urban Design Works or the giving of any notice under clause11.3(g) (If State does not make land for Additional Urban Design Worksavailable) or (subject to compliance by the State with its obligations underclause 11.3(g) (If State does not make land for Additional Urban DesignWorks available)) any other act or omission of the State under, arising out ofor in respect of or in connection with clauses 11.3(f) (State to exercisepowers to make land for Additional Urban Design Works available) or11.3(g) (If State does not make land for Additional Urban Design Worksavailable) does not otherwise limit or affect any of the Concessionaires'obligations or Liabilities under this Deed.

(h) Concessionaires accept all risks of adjustment

Subject to clause 11.3(e)(ii) (Concessionaires to provide details of land for AdditionalUrban Design Works), the Concessionaires accept all risks from time to timeassociated with parcels of land to which this clause 11.3 (Adjustment of PropertySchedule) applies, including:

(i) if the State exercises powers to make a parcel of land available as soon asreasonably practicable or by the date requested by the Concessionaires, thenthe risk of any delay in making the parcel available is borne by theConcessionaires and not by the State; and

(ii) other than in respect of a parcel of land required for Additional UrbanDesign Works or alternative Works approved by the State underclause 11.3(g)(iii)(A) (If State does not make land for Additional UrbanDesign Works available), all costs and expenses incurred in the exercise ofthe powers and the making of parcels available or a change of purpose (asthe case may be) must be borne by the Concessionaires and are payable tothe State at the time and in the manner requested by the State (and as acondition of exercise of any powers, the State may require that it be put infunds sufficient to meet costs the State will incur as a result of that exercise).

(i) No exercise of powers

The State need not exercise any powers in relation to, or otherwise make available,any parcel of land under clauses 11.3(b) (State to exercise powers to include additionalland), 11.3(d) (State to exercise powers to change purpose) or 11.3(f) (State toexercise powers to make land for Additional Urban Design Works available):

(i) to the extent the parcel relates to a Section with respect to which TollingCompletion has occurred; or

(ii) if it is not necessary in the opinion of the State for the parcel to be madeavailable or the purpose to be changed (whichever is applicable) to enablethe Concessionaires to perform their obligations under this Deed.

(j) Dispute

Any party may refer a dispute as to whether or not a parcel of land is required for theProject or if the purpose of any land needs to be changed for resolution in accordancewith Part L (Dispute Resolution) (including expert determination).

(k) Adjustment of Agreed Timetable and Property Schedule

If, under clauses 11.3(b) (State to exercise powers to include additional land), 11.3(d)(State to exercise powers to change purpose) or 11.3(f) (State to exercise powers tomake land for Additional Urban Design Works available):



(i) a parcel of land is to be included in the Property Schedule; or

(ii) the purpose of a parcel of land is to be changed,

without affecting the obligations of the Concessionaires under clause 11.3(e)(Concessionaires to provide details of land for Additional Urban Design Works):

(iii) the Agreed Timetable will be amended by the State to specify a date inrelation to the parcel which:

(A) is consistent with the exercise of the State's powers to make theparcel available; and

(B) has regard to the date by which the Concessionaires reasonablyanticipate they require access to the parcel of land; and

(iv) the Property Schedule will be amended by the State to reflect the additionalparcel of land to be made available by the State or the change in purpose ofan existing parcel of land (whichever is applicable), including anyconsequential amendments required to remove or change the purposes of anyland in the Property Schedule, which is no longer required as a result of theinclusion of any parcel of land under clause 11.3(b) (State to exercise powersto include additional land) or clause 11.3(f) (State to exercise powers tomake land for Additional Urban Design Works available) or the change ofpurpose of land under clause 11.3(d) (State to exercise powers to changepurpose) (whichever is applicable).

11.4 Other land(a) No responsibility for access to other land

The State is not responsible for providing the Concessionaires with rights relating toany land other than the rights identified in the Property Schedule as amended underclause 11.3 (Adjustment of Property Schedule).

(b) Concessionaires assume all other risks for land

The Concessionaires must bear all risks from time to time associated with obtainingany other rights relating to any land.

11.5 Condition of land(a) State makes no representation about condition of land

Without limiting the operation of clause 44(f) (Land Conditions) and the State'sobligations under clauses 14.6 (Native Title) and 45 (Key Risk Management Regime)(to the extent that the provisions of clause 45 (Key Risk Management Regime) imposeobligations on the State with respect to Native Title) and, except as otherwise providedin clause 14 (Land Conditions and Environmental Issues), the State makes norepresentation and gives no warranty to the Concessionaires and the Concessionairesassume all risk in respect of or associated with:

(i) the condition or state of repair from time to time of:

(A) the land within the Extended Project Area; or

(B) any structure in, on, under or above the Extended Project Area;

(ii) the location or availability of Utility Infrastructure in respect of the ExtendedProject Area from time to time; or

(iii) any matter accepted by the Concessionaires under clause 11.5(b)(Concessionaires to accept condition of land).



(b) Concessionaires to accept condition of land

Without limiting the operation of clause 44(f) (Land Conditions) and the State'sobligations under clauses 14.6 (Native Title) and 45 (Key Risk Management Regime)(to the extent that the provisions of clause 45 (Key Risk Management Regime) imposeobligations on the State with respect to Native Title) and, except as otherwise providedin clause 14 (Land Conditions and Environmental Issues), the Concessionaires acceptall risks in relation to the land made available to the Concessionaires by the State inaccordance with the provisions of this Deed, including accepting that land:

(i) in its condition and state of repair from time to time;

(ii) subject to all defects, including sub-surface soil conditions;

(iii) subject to any Contamination, Pollution, Industrial Waste or HazardousSubstances, whether or not known to the State, any of its Associates or anAuthority;

(iv) subject to all easements and rights of way in favour of any Authority orUtility; and

(v) subject to any third party claims or rights, in respect of historic sites orbuildings or aboriginal sacred sites, otherwise than to the extent that it isprovided that the State or its Associates will bear these risks under clauses14.6 (Native Title) and 45 (Key Risk Management Regime) (to the extentthat the provisions of clause 45 (Key Risk Management Regime) relate tothe allocation of risks relating to Native Title).

11.6 Grant of Land Licences(a) Construction Licence

Subject to the other provisions of this Deed affecting access or granting rights inrelation to land, the State must procure that SEITA, by each relevant date specified inthe Agreed Timetable, grants to the Concessionaires a non-exclusive licence:

(i) to use any relevant parcel of land described in the Property Schedule forwhich a Construction Licence is required for the stated purpose;

(ii) substantially in the form of, and on the terms and for the purposes specifiedin, the Construction Licence set out in Exhibit EE (Construction Licence)and the Project Scope and Project Requirements; and

(iii) otherwise on such other terms imposed by SEITA (acting reasonably):

(A) having regard to the nature, location, hours and mode ofconstruction of the Works and Temporary Works for which theConstruction Licence is granted; and

(B) in consultation with the Property Committee.

(b) Maintenance Licence

Subject to the other provisions of this Deed affecting access or granting rights inrelation to land, the State must procure that SEITA grants to ConnectEast, in order forConnectEast to comply with its obligations under this Deed in relation to theMaintained Off-Freeway Facilities, a non-exclusive licence:

(i) to use any relevant parcel of land which is public land as defined in theProject Legislation and upon which the Maintained Off-Freeway Facilitiesare located;

(ii) substantially in the form of, and on the terms and for the purposes specifiedin the Maintenance Licence set out in Exhibit FF (Maintenance Licence) andthe Project Scope and Project Requirements; and



(iii) on any other terms imposed by the State (acting reasonably) having regard tothe nature and location of ConnectEast's obligations in relation to therelevant Maintained Off-Freeway Facilities.

(c) Concessionaires bear risk of obtaining access

The Concessionaires bear all risks in relation to, and are responsible for, gainingaccess to and from a Licensed Area, including any failure to gain, or delay in gaining,access to a Licensed Area (other than to the extent arising out of a failure by the Stateto comply with its obligations under clause 11.6 (Grant of Land Licences)).

(d) Progressive removal of materials and make good

During the term of any Land Licence, the Concessionaires must as soon as practicableafter completion of any Works or Temporary Works on any part of the Licensed Areaor other land where work is performed remove all plant, equipment, machinery,facilities and vehicles and make good all damage caused by the Concessionaires' useand occupation of that part of the Licensed Area or other such land.

(e) End of Land Licence

At the end of any Land Licence the relevant Concessionaire must reinstate theLicensed Area in accordance with the terms of the Land Licence.

11.7 Obtaining possession of land(a) Notice to vacate

Not later than 7 days prior to the date by which the State must make available to theConcessionaires any parcel of land as specified in the Agreed Timetable, the Statewill, where applicable, procure that SEITA issues a notice of its intention to enter intopossession of the land to the occupier of that land in accordance with the requirementsof the Project Legislation.

(b) Concessionaires to take necessary action

On the later of:

(i) the date the State must make available to the Concessionaires any parcel ofland as specified in the Agreed Timetable; and

(ii) 7 days after SEITA issues a notice of its intention to enter into possession ofthe land to the occupier of that land in accordance with the requirements ofthe Project Legislation,

the Concessionaires must immediately fence or take all necessary action to takephysical possession of that parcel of land.

(c) Procedure where refusal to give up possession

(i) If, after the Concessionaires have complied with the Concessionaires'obligations under clause 11.7(b) (Concessionaires to take necessary action),the occupier of the land or any other person:

(A) refuses to give up possession of the land; or

(B) hinders the Concessionaires from entering on or taking possessionof the land,

the Concessionaires must give notice of such fact, including all relevantdetails, to the State.

(ii) On receipt by the State of a notice under clause 11.7(c)(i) (Procedure whererefusal to give up possession), the State must procure that SEITA issues awarrant to the sheriff in accordance with section 76 of the ProjectLegislation.



(iii) The State must ensure that the sheriff delivers possession of the land to theConcessionaires within 50 Business Days of receipt by the State of a noticeunder clause 11.7(c)(i) (Procedure where refusal to give up possession).

(iv) On delivery of possession of the land to the Concessionaires under clause11.7(c)(iii) (Procedure where refusal to give up possession), theConcessionaires must immediately take all necessary action to securephysical possession of that land.

12. Freeway Lease12.1 Grant of Freeway Lease

(a) Freeway Lease Term

Subject to Freeway Section Completion of the Construction Activities in relation to aSection having occurred, and on finalisation of the Freeway Lease Plan under clauses12.2(c) (Approval of Certified Freeway Lease Survey Plan), 12.2(d) (Amendments toCertified Freeway Lease Survey Plan) or 12.2(e) (Dispute) (as the case may be), theState agrees to procure that the Governor in Council grants to the Trustee a lease inrelation to the relevant Freeway Section for a term which is deemed, in accordancewith clause 12.1(f) (Effective date) to commence on the relevant Date of FreewaySection Completion and expires at the end of the Concession Period (Freeway LeaseTerm) on the terms and conditions set out in the Freeway Lease.

(b) Registration

The State must, if requested by the Trustee:

(i) procure the grant of the Freeway Lease in registrable form (except formatters that the State is authorised to complete under clause 12.1(d)(Authority to complete)); and

(ii) do all things reasonably required by the Trustee to enable the Freeway Leaseto be registered at the Land Registry.

(c) Delivery

Not later than 20 Business Days prior to the Planned Date for Freeway SectionCompletion of the Construction Activities in relation to a Section, the Trustee mustdeliver to the State three counterparts of the Freeway Lease for the relevant FreewaySection executed by the Trustee and complete except for matters that the State isauthorised to complete under clause 12.1(d) (Authority to complete).

(d) Authority to complete

The Trustee authorises the State to complete the Freeway Lease by inserting:

(i) the commencement date of the Freeway Lease as determined under clause12.1(a) (Freeway Lease Term) of the Freeway Lease;

(ii) the Freeway Lease Plan as an annexure to the Freeway Lease; and

(iii) any other particulars necessary to complete the Freeway Lease.

(e) Execution

The State, in accordance with clause 12.1(d) (Authority to complete), will completethe counterparts of a Freeway Lease delivered by the Trustee, execute eachcounterpart and return one of the completed and executed counterparts to the Trustee.



(f) Effective date

From the date the Freeway Lease is granted, and notwithstanding clauses 12.2(g)(Licence for land until Gazettal Date), 12.2(h) (Interim operation), 12.2(i) (Gazettalfor the purposes of the interim operation) and 12.2(j) (End of interim operation), theparties agree that they will be bound by the terms and conditions of a Freeway Leasefrom the relevant Date of Freeway Section Completion irrespective of whether:

(i) the Trustee has executed the Freeway Lease; or

(ii) the State has completed and procured the execution of the Freeway Lease,

by that date.

12.2 Freeway Lease Plan(a) Certified Freeway Lease Survey Plan

The Trustee must, at its own cost and expense:

(i) submit to the State (with a copy to the Independent Reviewer) and obtain theState's approval prior to Close-Out of the Construction Activities of:

(A) an updated survey plan of the Freeway Section which:

(I) sets out the location of the Freeway Section (limited as toheight and depth) on the relevant Section;

(II) identifies the location and purpose of any easementsreasonably necessary for the Concessionaires to have, inorder for the Concessionaires to perform their obligationsunder this Deed and, in the case of the Trustee, theFreeway Lease; and

(III) takes into account departures from the Freeway LeasePrinciples as a result of changes (if any) made to theProperty Schedule or the Design Documentation for theFreeway Section,

and which is otherwise based on, and consistent with, the FreewayLease Principles; and

(B) a certificate which certifies that the Works for that FreewaySection have been constructed within all relevant boundaries,signed by a licensed surveyor,

(Certified Freeway Lease Survey Plan);

(ii) submit to the State (with a copy to the Independent Reviewer) at the sametime as the Certified Freeway Lease Survey Plan, a report which identifiesthe departures from the Freeway Lease Principles as a result of changes (ifany) made to the Design Documentation for the Freeway Section; and

(iii) allow the State a reasonable time, which must be not less than 40 BusinessDays, within which to approve the Certified Freeway Lease Survey Plan orto submit to the Trustee written amendments to the Certified Freeway LeaseSurvey Plan.

(b) Plan information

If required by the State the Trustee must make available, at the cost and expense of theTrustee, the appropriate personnel to explain the Certified Freeway Lease Survey Planand to provide information in relation to the Certified Freeway Lease Survey Plan insuch form and substance as the State requests.



(c) Approval of Certified Freeway Lease Survey Plan

If the State:

(i) approves the Certified Freeway Lease Survey Plan submitted by the Trusteein accordance with clause 12.2(a)(i) (Certified Freeway Lease Survey Plan);or

(ii) fails to approve or submit amendments to the Certified Freeway LeaseSurvey Plan in accordance with clause 12.2(a)(iii) (Certified Freeway LeaseSurvey Plan),

then the Certified Freeway Lease Survey Plan will be the Freeway Lease Plan.

(d) Amendments to Certified Freeway Lease Survey Plan

If the State submits amendments to the Certified Freeway Lease Survey Plan inaccordance with clause 12.2(a)(iii) (Certified Freeway Lease Survey Plan), then:

(i) the State and the Trustee must consult in good faith, and use their reasonableendeavours to establish the amendments required to the Certified FreewayLease Survey Plan having regard to the Freeway Lease Principles and theState's requirement that the Freeway Lease Plan must only encompass thatland reasonably necessary (limited as to height and depth) for theConcessionaires to comply with their obligations under this Deed and, in thecase of the Trustee, the Freeway Lease; and

(ii) if, and to the extent that, those amendments are agreed, the revised CertifiedFreeway Lease Survey Plan agreed by the State and the Trustee will be theFreeway Lease Plan.

(e) Dispute

If the State and the Trustee do not agree on the amendments required to the CertifiedFreeway Lease Survey Plan within 10 Business Days (or such longer period agreed bythe parties) after the commencement of the consultation under clause 12.2(d)(Amendments to Certified Freeway Lease Survey Plan), then:

(i) the State and the Trustee must refer the dispute directly for expertdetermination under clause 73 (Expert determination);

(ii) in determining the dispute, the expert must have regard to and make adetermination in a manner consistent with the Freeway Lease Principles andthe State's requirement that the Freeway Lease Plan must only encompassthat land reasonably necessary (limited as to height and depth) for theTrustee to comply with its obligation under this Deed and the FreewayLease; and

(iii) when a determination has been made under Part L (Dispute Resolution) inrelation to any matter referred for determination under sub-paragraph (i), theCertified Freeway Lease Survey Plan as determined will be the FreewayLease Plan.

(f) Termination of Construction Licences

On the Date of Freeway Section Completion of the Construction Activities in relationto a Section, the State will terminate any Construction Licences in so far as they applyto land referred to in clause 12.2(g)(i) (Licence for land until Gazettal Date) to theextent they apply to land within that Section.

(g) Licence for land until Gazettal Date

(i) Subject to clause 12.2(g)(ii) (Licence for land until Gazettal Date), withrespect to a Freeway Section, from the relevant Date of Freeway SectionCompletion of the Construction Activities in relation to that Section, until



the relevant Gazettal Date, the State must permit the relevant Concessionaireto occupy any land:

(A) on which the relevant Freeway Section is constructed; and

(B) which is within the Project Area,

under the licence, which licence is on the same terms and conditions as setout in the Freeway Lease (with only those changes necessary to reflect thatthe Concessionaire's right to occupy the land is under licence and not lease).

(ii) From the Date of Freeway Section Completion of the Construction Activitiesin relation to a Section until the relevant Gazettal Date ConnectEast mustundertake maintenance activities in relation to the relevant Freeway Sectionin accordance with the maintenance obligations applicable to the FreewaySection as set out in this Deed and the Freeway Lease.

(h) Interim operation

With respect to a Freeway Section, from the Gazettal Date until the Freeway Lease isgranted, the Trustee will occupy the Interim Operation Land on the same terms andconditions as set out in the Freeway Lease.

(i) Gazettal for the purposes of the interim operation

The State must procure the making and publication in the Government Gazettegazettal notices or orders, as the case may be, under sections 99(2) and 112(1) of theProject Legislation with respect to land identified in the Certified Freeway LeaseSurvey Plan to the extent that the land is within the Project Area (Interim OperationLand) as soon as practicable after the termination of any Construction Licencepursuant to clause 12.2(f) (Termination of Construction Licences) taking into accountthe meeting timetable of the Governor in Council and the normal timing for thepublication of the Government Gazette.

(j) End of interim operation

(i) With respect to a Freeway Section, from the Gazettal Date until the date onwhich the Freeway Lease is granted, the State must procure that no notice ispublished in the Government Gazette in accordance with section 112(4) ofthe Project Legislation unless:

(A) the Concessionaires and the State agree to the publication of such anotice on the basis that the land is not the subject of a FreewayLease; or

(B) this Deed is terminated.

(ii) With respect to a Freeway Section, on the date on which the Freeway Leaseis granted or a notice is published in the Government Gazette in accordancewith section 112(4) of the Project Legislation with respect to all or part ofthe Interim Operation Land:

(A) the interim operation provisions of the Project Legislation and therights of the Trustee to occupy the Interim Operation Landprovided under clause 12.2(h) (Interim operation) terminate withrespect to that Interim Operation Land; and

(B) the Trustee agrees to surrender without compensation all interimoperation rights in that Interim Operation Land.

(iii) The Concessionaires acknowledge and agree that any breach by aConcessionaire of the terms of the licence granted under clause 12.2(g)(Licence for land until Gazettal Date) or the interim operation arrangementsprovided for in clause 12.2(h) (Interim operation) will, from the date the



Freeway Lease is granted, be deemed to be a breach of the terms of theFreeway Lease and the State will have all rights and entitlements granted tothe State under the Freeway Lease in respect of that breach as if it were abreach under the Freeway Lease.

(k) Obligations until Freeway Lease granted

For the avoidance of doubt, the Concessionaires agree that any obligations under thisDeed which relate to Leased Area apply equally to any land occupied by the relevantConcessionaire under clauses 12.2(g) (Licence for land until Gazettal Date),clause 12.2(h) (Interim operation) and the Interim Operation Land.

12.3 Termination of this DeedThe parties acknowledge and agree that if this Deed is terminated by either the State or theConcessionaires for any reason prior to the last Date of Close Out:

(a) the Trustee ceases to have any entitlement to call for a Freeway Lease in respect ofany land within a Section;

(b) ConnectEast ceases to have any entitlement to call for a Freeway Sub-Lease in respectof any land within a Section;

(c) the Agreement to Sub-Lease, and any Freeway Lease or Freeway Sub-Lease thenexisting, terminates immediately; and

(d) the Concessionaires have no right, interest or entitlement (whether legal or equitable)in or to the Project Area or the Extended Project Area.

12.4 Partial surrender of Freeway Lease(a) State may require surrender

Where:

(i) in the opinion of the State it is not reasonably likely that the relevant area ofthe Median is, or will be, necessary for the conduct of the permitted useunder the Freeway Lease during the term of the Freeway Lease;

(ii) in the opinion of the State it is not necessary or appropriate for the Trustee tohave a leasehold interest in all or any part of the Median; or

(iii) the State wishes the Median to be used or developed in whole or in part,

the State may give notice to the Trustee that it requires a partial surrender of theFreeway Lease in relation to the whole or part of the Median (provided that the Statemay only require the surrender of part of the Median located in a Section if TollingCompletion has been achieved with respect to that Section). By virtue of that notice,surrender of the relevant area is effected 14 days after the notice is served on theTrustee and the parties must do all things reasonably necessary to give effect to thepartial surrender and, if relevant, the registration of the partial surrender at the LandRegistry. To avoid doubt, from the time that the surrender of the relevant part of theMedian is effected, ConnectEast is released from its obligations to maintain and repairthe relevant part of the Median under clause 24.3 (General requirements in respect ofMedian) unless and to the extent that the State notifies ConnectEast otherwise inwhich case the provisions of clause 24.3 (General requirements in respect of Median)will apply.

(b) ConnectEast's rights on surrender

If any temporary or permanent structure or other permanent item has been constructed,erected or installed on the Median in accordance with this Deed, the State will, onsurrender of the Freeway Lease under clause 12.4(a) (State may require surrender),grant to ConnectEast, in relation to those structures and items, those rights which aresufficient for ConnectEast to use, operate, maintain and repair the Freeway in



accordance with its obligations under this Deed, taking into account any actual orproposed use or development of the Median notified by the State.

(c) ConnectEast to remove temporary structures

ConnectEast must, on receipt of a notice from the State under clause 12.4(a) (Statemay require surrender), immediately remove any:

(i) temporary structures or other temporary items; and

(ii) permanent structures or other permanent items which have not beenconstructed, erected or installed in accordance with this Deed,

from the area required to be surrendered under clause 12.4(a) (State may requiresurrender).

(d) Trustee's right to remedy Defects

If the State elects to exercise its right to request a partial surrender of the FreewayLease in relation to the whole or part of the Median under clause 12.4(a) (State mayrequire surrender) prior to Close-Out, the State must, on surrender of the FreewayLease under clause 12.4(a) (State may require surrender) grant to the Trustee thoserights which are necessary for the Trustee to expeditiously and diligently progress theperformance of its Close-Out Works under clause 22 (Close-Out).

12.5 Freeway Sub-Lease(a) State consent to Agreement to Sub-Lease

The State consents to the Trustee and ConnectEast entering into an Agreement to Sub-Lease in respect of each Freeway Section.

(b) State Consent to Sub-Lease

With respect to a Freeway Section in respect of which a Freeway Lease has beengranted, the State consents to the Trustee granting a sub-lease of that Freeway Sectionto ConnectEast:

(i) for a term commencing on the date the Freeway Lease for that FreewaySection is granted and expiring one day before the end of the ConcessionPeriod (the Freeway Sub-Lease Term);

(ii) on the terms and conditions set out in the Freeway Sub-Lease; and

(iii) otherwise in accordance with this clause 12 (Freeway Lease).

(c) Interim operation

With respect to a Freeway Section, the State consents to the Trustee allowingConnectEast to occupy the Interim Operation Land on the same terms and conditionsas set out in the Freeway Sub-Lease from the Gazettal Date until the Freeway Lease isgranted and otherwise in accordance with this clause 12 (Freeway Lease).

(d) Concessionaire acknowledgment

The Concessionaires each acknowledge to the State that:

(i) ConnectEast's rights under each Agreement to Sub-Lease, each FreewaySub-Lease and clause 12.5(c) (Interim operation) will be subject in allrespects to:

(A) the rights of the State and its Associates under the ProjectDocuments, including the right of the State, its Associates andanyone authorised by the State to exercise the right of licence andsub-licence of the Lease Area granted by the Trustee underclause 13.1 (State's licence); and



(B) any prohibitions, limitations or conditions that are binding on theConcessionaires under this Deed or the Project Documents orunder any consent or approval given by the State or any of itsAssociates pursuant to a Project Document;

(ii) in the event of any inconsistency between a Freeway Sub-Lease and anyProject Document, the Project Document will prevail; and

(iii) each Concessionaire must comply with its obligations under an Agreementto Sub-Lease, a Freeway Sub-Lease or the terms and conditions of anyoccupation under clause 12.5(c) (Interim operation).

13. State's land rights13.1 State's licence

(a) Grant of Licence

The Trustee grants to the State, its Associates and any other person authorised by theState a non-exclusive, free of charge licence (including the right to sub-licence) of theLeased Area (from time to time) necessary or desirable for the purpose of access toand the use of the Extended Project Area, and ConnectEast grants to the State, itsAssociates and any other person authorised by the State a non-exclusive, free ofcharge licence (including the right to sub-licence) subject to clause 13.1(b)(Restrictions on licences), (from time to time) to use the plant, equipment, furnishingsand fittings in the Licensed Area and the Leased Area (as applicable), for the purposesof:

(i) exercising any of its rights (including any Step-In Rights) or performing anyof its obligations under this Deed or any other Project Document includingthe right to undertake audits in relation to the safety of the Works or theFreeway; or

(ii) using or developing the Median.

(b) Restrictions on licences

Except in circumstances where the State is exercising any Step-In Right, any use bythe State, its Associates and any other person authorised by the State of the plant,equipment, furnishings and fittings in the Licensed Areas and the Leased Areas (asapplicable) must not:

(i) affect the functional integrity of the Freeway; or

(ii) adversely affect the Concessionaires' ability to perform their materialobligations under the Project Documents.

13.2 The Median(a) Median requirements

The Concessionaires must ensure that, at any particular location, the Median has across-sectional width of not less than that specified in the Project Scope and ProjectRequirements and that at Freeway Section Completion of the Construction Activitiesin relation to a Section, no permanent structures or other permanent items areconstructed, erected or installed on the Median unless expressly permitted by thisDeed or otherwise the subject of any prior consent of the State.

(b) No entitlement to the Median

Each Concessionaire acknowledges that, except as expressly stated in this Deed or aFreeway Lease, it has no right, interest or entitlement (whether legal or equitable) in orto the Median.



(c) Temporary structures

The State may require ConnectEast to remove any temporary structures or othertemporary items constructed, erected or installed on the Median. ConnectEast mustcomply with such a requirement within a reasonable time and at its own cost.

14. Land Conditions and Environmental Issues14.1 Responsibility for land

Without limiting the operation of clauses 11.5 (Condition of land) and 44(f) (Land Conditions)and the State's obligations under clauses 14.6 (Native Title) and 45 (Key Risk ManagementRegime) (to the extent that the provisions of clause 45 (Key Risk Management Regime) relateto Native Title), the Concessionaires:

(a) will be responsible for and assume all risk in relation to:

(i) the Licensed Area, the Leased Area and any other land used or occupied bythe Concessionaires, their Associates or their sub-contractors for, or inconnection with, the Project; and

(ii) the Land Conditions of that land; and

(b) will carry out all investigations necessary to ensure the adequacy and suitability of theLicensed Area and the Leased Area and any other land used or occupied by theConcessionaires, their Associates or their sub-contractors for or in connection with theProject.

14.2 General environmental compliance(a) Substances

During the term of a Land Licence or a Freeway Lease, each Concessionairecovenants not to use the Licensed Area or the Leased Area or allow the Licensed Areaor the Leased Area to be used, so that:

(i) any Industrial Waste or Hazardous Substance is abandoned or dumped onthe Licensed Area or the Leased Area;

(ii) any Industrial Waste or Hazardous Substance is handled in a manner whichis likely to cause an Environmental Hazard; or

(iii) except as authorised by any Approval, any other substance is released,deposited or emanates from the Licensed Area or the Leased Area such thata state of Pollution occurs,

provided that in relation to a Licensed Area the subject of a Maintenance Licence, theConcessionaires' obligation not to allow the above will only apply during periods ofuse or occupation of that Licensed Area.

(b) Project impacts

Each Concessionaire covenants to minimise adverse impacts on the Environment andto develop and implement the Environmental Management Plan as a means to ensuresuch minimisation. During the term of a Land Licence or a Freeway Lease orotherwise in relation to any act or omission connected with the Project, eachConcessionaire covenants to:

(i) comply with any:

(A) Environmental Law;

(B) Environmental Requirement;

(C) Environmental Management Plan; and



(ii) to obtain, maintain in full force and effect and comply with the terms of, anyApproval required in order to release or emit anything into the air or water oron to the ground or otherwise into the Environment or to emit any substantialnoise from the Licensed Area or the Leased Area.

14.3 Obligations under the EPBC Act and other obligations(a) Compliance

Subject to clause 14.3(b) (Concessionaire's risk), each Concessionaire must complywith any relevant undertakings in the referrals to the Minister administering the EPBCAct numbered 2000/79, 2002/580 and 2002/581 and the conditions of the EPBCApproval, including the development of an Environmental Management Planaddressing those matters set out in the conditions of the EPBC Approval.

(b) Concessionaire's risk

Without limiting clause 61 (Approvals), in the event that the Project as proposed bythe Concessionaires deviates either from the undertakings provided in the referralsdescribed in clause 14.3(a) (Compliance) or from the Reference Design, and does so ina manner that is relevant to assessment of impacts under the EPBC Act, theConcessionaires:

(i) must obtain and comply with any further Approvals required as a result ofsuch deviation; and

(ii) bear any risk associated with obtaining any further Approvals required undersub-paragraph (i) except to the extent to which:

(A) the deviation referred to in sub-paragraph (i) comprises adifference between the Reference Design and the Day 1 Design;and

(B) the Concessionaires are otherwise expressly entitled to relief underclause 20.4 (Delays) or clause 45.1 (Concessionaires to notify ofPossible Key Risk Event) in respect of that deviation.

(c) DSB Aspects of the Project

As soon as reasonably practicable after the Commencement Date, the Concessionairesmust refer the DSB Aspects of the Project to the Minister for Environment andHeritage for determination whether the DSB Aspects of the Project constitute acontrolled action under the EPBC Act.

(d) Concessionaires' obligations

In respect of an EPBC Event, an EES Event or a Tunnel Ventilation Delay theConcessionaires must:

(i) take all reasonable steps to mitigate any costs and expenses incurred;

(ii) for this purpose, comply with all reasonable directions of the State; and

(iii) ensure that the Contractors and Relevant Entities (as appropriate) complywith the requirements of this clause 14.3(d) (Concessionaires' obligations).

(e) State Assistance

In relation to any delay to the Project due to:

(i) any further or supplementary assessment of the Project required under theEnvironment Effects Act 1978 (Vic); or

(ii) the time taken for the Concessionaires to obtain a works approval under theEnvironment Protection Act 1978 (Vic) (including any review or appeal



prior to the first grant of the approval) in respect of the tunnel ventilationsystem for the tunnels under the Mullum Mullum Creek,

if:

(iii) the Concessionaires request that the State provides specific assistance andfacilitation with the objective of avoiding or minimising that delay;

(iv) that specific facilitation or assistance does not involve:

(A) a Change in Law; or

(B) a change to the Temporary Works or Works or the State's rights,obligations or Liabilities under any Project Document; and

(v) the State (acting in good faith) considers that the provision of such specificassistance and facilitation is not, and would not be perceived to be,inconsistent with:

(A) public policy;

(B) the duties or functions of the State or any Government Agency; or

(C) the proper operation of the Environment Effects Act 1978 (Vic) orthe Environment Protection Act 1978 (Vic),

then the State will provide such specific assistance and facilitation at the cost of theConcessionaires.

(f) Circumstances not requiring assistance to be provided

The State will not be required to provide any assistance or facilitation under clause14.3(e) (State Assistance) if the relevant delay, requirement for a further orsupplementary assessment, review or appeal is due, in whole or part, to:

(i) a Concessionaire's non-compliance with its obligations under this Deed; or

(ii) any departure from the Day 1 Design.

(g) Acknowledgment

The Concessionaires acknowledge that limitations exist to the assistance andfacilitation the State is able to provide under clause 14.3(e) (State Assistance) andcompliance or purported compliance with clause 14.3(e) (State Assistance) by theState cannot constitute an Act of Prevention.

(h) Dingley Bypass

To the extent any further or supplementary assessment of the Project required underthe Environment Effects Act 1978 (Vic) requires consideration of the Dingley Bypassoutside the DSB Aspects of the Project, the State will reimburse the Concessionairefor the additional reasonable costs which the Concessionaire incurs in adequatelyaddressing that consideration in any environment effects statement required to beprepared in relation to the DSB Aspects of the Project provided that theConcessionaire takes all reasonable steps to mitigate these costs.

14.4 Contamination(a) Discovery

If a Concessionaire discovers any Contamination in, on or under the Licensed Area orthe Leased Area (whether or not the Concessionaire, its Associates or theirsub-contractors have caused or contributed to that Contamination), theConcessionaires must notify the State as soon as practicable, but nevertheless within 5Business Days after the discovery of the Contamination.



(b) Clean Up Notice

In relation to a Clean Up Notice:

(i) the State and the Concessionaires covenant with each other that they will notdo anything with the intent of causing or assisting in causing the service of aClean Up Notice provided that neither the State nor the Concessionaires incomplying with this clause 14.4(b) (Clean Up Notice) will be preventedfrom complying with any Laws; and

(ii) ConnectEast must comply (and ensure that each of its Associates and theirsub-contractors complies) with any Clean Up Notice.

14.5 Environmental Net Gain(a) Acknowledgment

Each Concessionaire acknowledges that the goals of the Net Gain Approach must beachieved in relation to the Project, including by achieving goals relating to individualprotection and clearance decisions.

(b) State responsibility

The State will implement appropriate offsets to mitigate any losses associated withland clearing, at the State's cost, which are necessary in order for the goals of the NetGain Approach to be achieved in relation to the Project, if undertaken, designed andconstructed in accordance with the Day 1 Design.

(c) Trustee Responsibility

Subject to clause 14.5(b) (State responsibility), the Trustee must ensure that all actionsare taken and all arrangements are implemented, at its cost, as are necessary to ensurethat the goals of the Net Gain Approach are achieved in relation to the Project,including ensuring that:

(i) an appropriate assessment is undertaken of any potential impacts on nativevegetation and management options that avoid clearing;

(ii) land clearing is properly considered in the context of sustainable land useand change; and

(iii) any additional offsets required due to the Project being undertaken, designedor constructed other than in accordance with the Day 1 Design areimplemented within 24 months of the last Date of Tolling Completion.

(d) No conflict

The Trustee must ensure that any actions or arrangements referred to in clause14.5(c)(iii) (Trustee Responsibility) do not and will not conflict with any actions orarrangements referred to in clause 14.5(b) (State responsibility) includingimplementing or attempting to implement any offsets with respect to land identified asland to be used by the State to implement offsets.

14.6 Native Title(a) No representation made by State

Each Concessionaire acknowledges and agrees that neither the State nor any otherperson has made any representation, given any advice or given any warranty as to theexistence or otherwise of any Native Title or Native Title Application.

(b) Native Title Application

As between the State and the Concessionaires:



(i) the State is responsible for dealing with any Native Title Application inrespect of any part of the Licensed Area or the Leased Area; and

(ii) the State will be responsible for the payment of any compensation or othermoneys required to be paid to the native title holders of the Licensed Area orthe Leased Area or any part of the Licensed Area or the Leased Area to theextent that Native Title over the Licensed Area or the Leased Area is foundto exist.

(c) Performance of obligations

If there is a Native Title Application or Native Title is found to exist with respect tothe Licensed Area or the Leased Area or any part of it, each Concessionaire must:

(i) continue to perform its obligations under this Deed, except to the extent thatConcessionaire is otherwise prevented from performing its respectiveobligations under this Deed as a result of the existence of the Native TitleApplication or Native Title being found to exist including to the extent theConcessionaire is required to suspend or cease performance of its obligationsin accordance with:

(A) a direction of the State under clause 14.6(d) (Suspension); or

(B) any applicable Law or order of a court or tribunal; and

(ii) at the request of the State and at the State’s cost and expense, provide allreasonable assistance in connection with dealing with such Native TitleApplication (including giving the State and any other persons authorised bythe State access to the Licensed Area or the Leased Area or that part of theLicensed Area or the Leased Area which is the subject of the Native TitleApplication or in relation to which Native Title is found to exist whenreasonably required by the State for that purpose).

(d) Suspension

For the purposes of clause 14.6(c) (Performance of obligations), the State may bynotice direct the Concessionaires to suspend the execution of any or all of theConstruction Activities under this Deed until such time as the State gives theConcessionaires further notice and the Concessionaires must comply with suchdirection.

14.7 Artefacts(a) Discovery

All Artefacts discovered on or under the surface of the Project Area or the LicensedArea will, as between the State and the Concessionaires, be the absolute property ofthe State.

(b) Obligations of Concessionaires

Each Concessionaire must:

(i) at all times permit and allow the State to watch or examine any excavationson the Project Area, the Licensed Area or the Leased Area;

(ii) at its own cost and expense, take every reasonable precaution to preventArtefacts being damaged or removed until appropriate arrangements fordealing with, or removing, the Artefacts have been made;

(iii) immediately upon discovery of any Artefact notify the State of suchdiscovery; and

(iv) at its own cost and expense, comply with any Approval imposed upon theState or the Concessionaire in respect of any Artefact.



14.8 Traffic Control Centre(a) Planning scheme amendment

The State agrees, subject to clause 14.8(b) (Agreement and Timing), to procure aplanning scheme amendment in the form of an amendment to the schedule to clause61.01 of the relevant planning schemes designating a responsible authority other thana Council in respect of any land declared in accordance with section 8 of the ProjectLegislation.

(b) Agreement and Timing

The State will procure each planning scheme amendment required under clause14.8(a) (Planning scheme amendment) within 20 Business Days of a request from theConcessionaires in respect of land at a location agreed with the State which has beendeclared under section 8 of the Project Legislation.

15. Affected Parties15.1 Consultation with Affected Parties

(a) Notice to Affected Parties

Each Concessionaire must give each Affected Party not less than 40 Business Daysnotice of the proposed commencement of each discrete component or package of itsWorks and its Temporary Works. The notice must identify that part of the ExtendedProject Area on which the Concessionaire proposes to commence work.

(b) Consultation with Affected Parties

Each Concessionaire must consult with each Affected Party regularly and, in anyevent, within a reasonable time (which must be not less than 20 Business Days) priorto the commencement of its Works or its Temporary Works for which notice has beengiven under clause 15.1(a) (Notice to Affected Parties) regarding the followingmatters:

(i) the effect (if any) that the undertaking of its Construction Activities or theuse or operation of those works will have on the Affected Party;

(ii) the procedures or arrangements (if any) that can reasonably be put in placeby the Concessionaire and the Affected Party to minimise as far asreasonably practicable any disruption to the Affected Party; and

(iii) any other matters nominated by the State as relevant matters for thatConcessionaire and the Affected Party to consider in connection with thoseworks.

(c) Notice to State


(i) provide reasonable prior notice to the State of any discussion, consultation ormeeting with any Affected Party under or in connection with this Deed, andallow the State or its nominee to attend such discussions, consultations ormeetings; and

(ii) provide to the State a copy of all notices given to any Affected Party underor in connection with this Deed at the same time the applicable notice isgiven to the Affected Party.



15.2 Interaction with Affected PartiesIn undertaking its obligations or exercising its rights under this Deed, each Concessionaire mustendeavour as far as reasonably practicable to minimise any disruption to the Affected Partiesand to minimise:

(a) any costs incurred by the Affected Parties; and

(b) any revenue forgone by the Affected Parties,

as a result of the undertaking of its Works or its Temporary Works.

15.3 Concessionaire responsibility for costsWithout limitation to clause 38.2 (State costs and expenses), each Concessionaire will beresponsible for all costs and expenses of consulting with the Affected Parties and carrying outits obligations under this clause 15 (Affected Parties).

PART D. DESIGN AND CONSTRUCTION PHASE

16. General obligations16.1 Construction Activities

(a) General obligations

Each Concessionaire must carry out its Construction Activities:

(i) in accordance with this Deed; and

(ii) without limiting or affecting any other responsibility or Liability of thatConcessionaire, at a minimum, using Design and Construction BestPractices.

(b) Responsibility for construction

Each Concessionaire:

(i) except as otherwise expressly stated in this Deed (if at all), is responsible for,and is not entitled to make any Claim in connection with, design andconstruction means, methods and techniques used in the performance of itsConstruction Activities; and

(ii) must provide everything or procure that everything is provided (includinglabour and materials) necessary for the design, construction, commissioningand completion of its Works and its Temporary Works.

16.2 Industrial issuesWithout limiting clause 44(j) (Industrial), each Concessionaire must:

(a) notwithstanding clause 20.4 (Delays) (to the extent that clause 20.4 (Delays) applies toIndustrial Relations Issues), assume sole responsibility for, and manage all IndustrialAction, industrial relations and Industrial Relations Issues in relation to the Project;

(b) keep the State regularly informed of any Industrial Relations Issues or IndustrialAction which will, or is likely to, affect the performance of its Construction Activities(or, in the case of ConnectEast, the Operation Activities); and

(c) without limiting their obligations under clause 20.4 (Delays), immediately notify theState of:

(i) any Industrial Relations Issues or Industrial Action which causes theConcessionaire to suspend or cease carrying out all or any part of the



Construction Activities (or, in the case of ConnectEast, the OperationActivities); and

(ii) what action or measures (including settlement) the Concessionaire has takenor proposes to take to overcome, or minimise the effects of, such IndustrialRelations Issues or Industrial Action.

16.3 Utility Infrastructure(a) Obligations under Project Legislation

Each Concessionaire must comply with its obligations under the Project Legislation inrespect of Utility Infrastructure.

(b) Directions and determinations

Each Concessionaire must comply with any:

(i) direction of the Minister or his or her delegate;

(ii) determination of the Minister and the Utility Minister (as defined in theProject Legislation) or a person appointed by those Ministers; or

(iii) agreement reached between any Concessionaire and any Utility,

in relation to any Utility Infrastructure in accordance with the Project Legislation.

17. Design and Construction Program17.1 Submission of Design and Construction Program

On or before the Commencement Date, the Concessionaires must submit a detailed Design andConstruction Program to the State and the Independent Reviewer which complies with clause17.2 (Requirements of Design and Construction Program).

17.2 Requirements of Design and Construction ProgramThe Design and Construction Program must:

(a) be in the form of a critical path network set out to a time scale of calendar weeks;

(b) be provided in a form which is compatible with the State's and the IndependentReviewer's software and other systems;

(c) be in such form and content as specified in the Project Scope and ProjectRequirements;

(d) not include programming activities or methodologies which have the effect of creatingfalse criticality or constraining the program from reacting dynamically to change; and

(e) for the Construction Activities in relation to each Section, clearly demonstrate at alltimes the actual and then current critical path to achieving Freeway SectionCompletion by the relevant Planned Date for Freeway Section Completion or therelevant Late Completion Date (as the case may be).

17.3 Updating the Design and Construction ProgramThe Concessionaires must:

(a) review regularly, and at least every month from the Commencement Date, the Designand Construction Program and, if necessary, to ensure that the Design andConstruction Program accurately reflects:

(i) the actual progress of the Construction Activities;

(ii) the effect of all delays on the Construction Activities; and



(iii) the then actual and current critical path to achieving Freeway SectionCompletion by the relevant Planned Date for Freeway Section Completionor the relevant Late Completion Date (as the case may be) of theConstruction Activities for each Section,

update the Design and Construction Program; and

(b) provide a copy of the most recent Design and Construction Program to the State andthe Independent Reviewer immediately after each such program is reviewed orupdated by the Concessionaires and, as a minimum, within 3 Business Days after thecommencement of each month from the Commencement Date.

Each updated Design and Construction Program must comply with clause 17.2 (Requirementsof Design and Construction Program).

17.4 Review of Design and Construction Program(a) Review

The State and the Independent Reviewer may review or comment on any Design andConstruction Program provided that the Independent Reviewer must (if requested bythe State) review and (if applicable) comment on the first Design and ConstructionProgram submitted under clause 17.1 (Submission of Design and ConstructionProgram) within 14 Business Days of submission by the Concessionaires.

(b) Notice of non-compliance

If the Independent Reviewer believes that a Design and Construction Program is not inaccordance with this Deed, the Independent Reviewer may notify the Concessionairesand the State of that opinion and the reasons for that opinion.

(c) Concessionaires to revise

On receipt of a notice from the Independent Reviewer under clause 17.4(b) (Notice ofnon-compliance), the Concessionaires must, as soon as practicable, revise the Designand Construction Program so that it addresses the Independent Reviewer's concernsand resubmit the Design and Construction Program to the State and the IndependentReviewer in accordance with clause 17.3(b) (Updating the Design and ConstructionProgram). The Concessionaires may refer any dispute concerning the IndependentReviewer's opinion for resolution in accordance with Part L (Dispute Resolution)(including expert determination).

(d) No entitlement

The provision of any Design and Construction Program, and any review or commentby or on behalf of the State or the Independent Reviewer in respect of any Design andConstruction Program, will not:

(i) constitute acceptance of the Design and Construction Program or a directionby the State or the Independent Reviewer to accelerate, disrupt, prolong orvary any or all of the Construction Activities;

(ii) affect the time for performance of a Concessionaire's obligations under thisDeed or otherwise relieve a Concessionaire from any obligations under thisDeed;

(iii) impose any obligation on the State under this Deed; or

(iv) constitute a claim for or an extension of time to, or entitle theConcessionaires to an extension of time to, any Planned Date for FreewaySection Completion or Late Completion Date (as applicable).



17.5 Amendment of Design and Construction Program(a) Departure


(i) acknowledges and agrees that the Design and Construction Program does notform part of this Deed; and

(ii) subject to complying with clauses 17.5(b) (Notice of departure) and 17.5(c)(Updated Design and Construction Program), and without limiting itsobligations under clause 20 (Timing of the Works), may, in undertaking itsConstruction Activities, depart from the Design and Construction Program ifit is necessary to do so to comply with this Deed.

(b) Notice of departure

The Concessionaires must give to the State and the Independent Reviewer noticeimmediately upon becoming aware of any proposed or likely material departure fromthe Design and Construction Program.

(c) Updated Design and Construction Program

A notice under clause 17.5(b) (Notice of departure) must include an updated Designand Construction Program incorporating all or any changes in activities, methods,times or sequence of activities and the Concessionaires' planned progress towards thePlanned Date for Freeway Section Completion or Late Completion Date (asapplicable) of each Section with the same level of detail as the Design andConstruction Program submitted under clause 17.1 (Submission of Design andConstruction Program).

18. Design18.1 Design warranties

Each Concessionaire warrants that:

(a) Outline Scope and Project Requirements and Reference Design

to the extent that a Concessionaire has relied on, used, adopted or developed (or reliesupon, uses, adopts or develops) any part of the Outline Scope and ProjectRequirements or the Reference Design for any purpose, including the developmentand preparation of the design of its Works, its Temporary Works or the DesignDocumentation, then it has checked and carefully considered the Outline Scope andProject Requirements and the Reference Design and that they are proper, adequate andfit for their intended purposes, including for the purpose of enabling eachConcessionaire to perform its Construction Activities (and in the case of ConnectEast,the Operation Activities) in accordance with this Deed and to achieve the intendedfunctional performance and traffic capacity required by the State;

(b) Project Scope and Project Requirements

it has:

(i) checked and carefully considered the Project Scope and ProjectRequirements and that they are proper, adequate and fit for their intendedpurposes, including for the purpose of enabling it to carry out itsConstruction Activities (and, in the case of ConnectEast, the OperationActivities) in accordance with this Deed (including so as to satisfy the otherrequirements of this clause 18.1 (Design warranties) and to achieve theintended functional performance and traffic capacity required by the State;and



(ii) taken into consideration and has made due and proper allowance for all risksand costs associated with carrying out all of its obligations under this Deed;

(c) Design

the design of its Works and its Temporary Works, including the DesignDocumentation, will:

(i) be, and will remain at all relevant times throughout the Concession Periodand the Residual Design Lives, fit for its intended purposes; and

(ii) be completed in accordance with, and will satisfy at all relevant timesthroughout the Concession Period and the Residual Design Lives, therequirements of this Deed;

(d) Consultation

in preparing the design of its Works and its Temporary Works, including the DesignDocumentation, it has consulted and will consult with the Operator and the Toll RoadService Provider to ensure that it has incorporated, to the maximum extent possible,all of the Operator's and the Toll Road Service Provider's whole of liferecommendations;

(e) Construction

construction in accordance with the design of its Works and its Temporary Works,including the Design Documentation, will satisfy the requirements of this Deed; and

(f) Fit for purpose

its Works will:

(i) upon Freeway Section Completion, Tolling Completion and Close-Out ofthe Construction Activities in relation to each Section, respectively, be fit fortheir intended purposes;

(ii) remain at all relevant times throughout the Concession Period and theResidual Design Lives (including, where relevant, at handover of a ReturnedFacility to a Facility Owner) fit for their intended purposes; and

(iii) be completed in accordance with, and will satisfy at all relevant timesthroughout the Concession Period and the Residual Design Lives, therequirements of this Deed.

18.2 Design Documentation(a) Completion of design

Each Concessionaire must develop and complete the design of its Works and itsTemporary Works in accordance with this Deed by preparing its DesignDocumentation.

(b) Requirements of Design Documentation

The Design Documentation for each discrete component or package of the Works andthe Temporary Works must:

(i) comply with this Deed;

(ii) be fit for the purpose of construction of the Works and the Temporary Worksin accordance with this Deed; and

(iii) if the Works and Temporary Works are constructed in accordance with theDesign Documentation, be safe for workers involved in carrying out suchworks and members of the general public.



(c) Changes to Design Documentation

The Concessionaires must keep the State and the Independent Reviewer fullyinformed of any proposed changes to the Design Documentation and the IndependentReviewer must review (by general overview and reasonable checking) any suchchanges in accordance with clause 18.4 (Review of Design Documentation).

18.3 Submission of Design Documentation(a) Obligations prior to construction

Before commencing construction of each discrete component or package of its Worksor its Temporary Works to which the proposed Design Documentation relates:

(i) the relevant Concessionaire must submit proposed Design Documentationrelating to that component or package, which complies with the requirementsof this Deed, to the State and the Independent Reviewer;

(ii) 7 Business Days must have elapsed since the relevant Concessionairesubmitted the proposed Design Documentation, which complies with therequirements of this Deed, to the State and the Independent Reviewer; and

(iii) if clause 18.4(e)(ii) (Concessionaire's risk) applies, the relevantConcessionaire must have given the 2 Business Days notice required underthat clause.

(b) Statement of compliance

At the time of submission of the proposed Design Documentation in accordance withthis clause 18.3 (Submission of Design Documentation), each Concessionaire mustprovide the State and the Independent Reviewer with:

(i) confirmation in the form of Exhibit B (Certificate of Confirmation) that itsDesign Documentation is in accordance with this Deed; and

(ii) certification in the form of Exhibit C (Certificate of DesignConsultant/Certificate by Proof Engineer) from the Design Consultant and(if applicable) the Proof Engineer and Construction Verifier as required bythe Project Scope and Project Requirements.

(c) Required information

The Design Documentation submitted by each Concessionaire must contain at leastthe following information:

(i) identification of the discrete component or package of its Works or itsTemporary Works to which it relates;

(ii) identification of that aspect of its Design Plan to which the DesignDocumentation relates;

(iii) a design development report demonstrating that issues of planning, design(including urban design), materials selection, constructability and operationand maintenance have been fully coordinated and integrated into its DesignDocumentation;

(iv) all necessary design drawings and specifications for that discrete componentor package of its Works or its Temporary Works; and

(v) any other information required by this Deed.

(d) Complete Design Documentation

Without limiting clause 18.3 (Submission of Design Documentation), the DesignDocumentation submitted by each Concessionaire must be all of the documentationproperly required for each discrete component or package of its Works and its



Temporary Works referred to in the Design Plan or Design and Construction Program,together with any further Design Documentation necessary to demonstrate therelationship of that component or package to adjoining and related components of itsWorks and Temporary Works.

(e) Explanation of Design Documentation

If required by the Independent Reviewer, each Concessionaire must make availablethe appropriate design personnel (including the Design Consultant or the ProofEngineer and Construction Verifier) to explain its Design Documentation or provideinformation on such matters in relation to its Design Documentation as theIndependent Reviewer reasonably requests, and in such form and substance as theIndependent Reviewer reasonably requests.

18.4 Review of Design Documentation(a) Concessionaires, State and Independent Reviewer may confer

It is acknowledged by the State and the Concessionaires that the IndependentReviewer, the State and the Concessionaires may consult and confer with each otheras to the proposed Design Documentation prior to the formal submission of the DesignDocumentation by the Concessionaires to the Independent Reviewer and to the Stateunder clause 18.3 (Submission of Design Documentation).

(b) Review and opinion

Subject to the relevant Concessionaire complying with clauses 18.3(c) (Requiredinformation) and 18.3(d) (Complete Design Documentation), and with any reasonablerequirement of the Independent Reviewer under clause 18.3(e) (Explanation of DesignDocumentation), the Independent Reviewer:

(i) must review the proposed Design Documentation (by general overview andreasonable checking) to form an opinion as to whether or not it complieswith this Deed; and

(ii) may give notice to the State and the Concessionaires, within 7 BusinessDays of the later of:

(A) receipt of the proposed Design Documentation and all of thedocuments and information required to be submitted by theConcessionaire under clauses 18.3(c) (Required information) and18.3(d) (Complete Design Documentation); and

(B) compliance by the relevant Concessionaire with any reasonablerequirement of the Independent Reviewer under clause 18.3(e)(Explanation of Design Documentation),

as to whether or not, in the Independent Reviewer's opinion, the proposedDesign Documentation complies with this Deed for reasons which theIndependent Reviewer specifies.

(c) Safety

If the Independent Reviewer forms the opinion that the proposed DesignDocumentation, if implemented, will cause the Works or the Temporary Works to beunsafe to members of the general public or to workers involved in carrying out suchworks, the Independent Reviewer must specify those matters in the notice given underclause 18.4(b) (Review and opinion), together with the reasons for that opinion.

(d) Submission of further proposed Design Documentation

If a Concessionaire prepares further proposed Design Documentation, it must resubmitthat proposed Design Documentation in accordance with clause 18.3 (Submission ofDesign Documentation).



(e) Concessionaire's risk

Despite any opinion of the Independent Reviewer under clause 18.4(b) (Review andopinion) or 18.4(c) (Safety), a Concessionaire may, subject to:

(i) having complied with clause 18.3 (Submission of Design Documentation);and

(ii) giving 2 Business Days notice in accordance with clause 18.4(f)(Concessionaire's notice of proceeding) to the State and IndependentReviewer of its intention to do so,

proceed with construction of its Works or its Temporary Works at its own cost andrisk (including all costs and risks associated with proceeding with such constructionand the risk that a Certificate of Freeway Section Completion or a Certificate ofTolling Completion may not be issued) in accordance with the proposed DesignDocumentation or the proposed change to which the opinion relates.

(f) Concessionaire's notice of proceeding

A notice provided by a Concessionaire under clause 18.4(e) (Concessionaire's risk):

(i) must include details of the reasons why the Concessionaire intends toproceed with construction of its Works or its Temporary Works despite theopinion of the Independent Reviewer under clause 18.4(b) (Review andopinion); and

(ii) does not impose any Liability or responsibility on the State.

19. Construction19.1 Construction warranties

Each Concessionaire warrants that its Works and its Temporary Works will be constructed:

(a) in accordance with the requirements of this Deed including:

(i) the Project Scope and Project Requirements;

(ii) its Design Documentation which has been submitted to the IndependentReviewer for review in accordance with clause 18 (Design) and which is inaccordance with this Deed; and

(iii) any Modification directed by the State in accordance with this Deed; and

(b) with good workmanship and materials which are:

(i) new and free of Defects; and

(ii) of the quality specified in the Project Scope and Project Requirements or, ifno quality is specified, of a quality which would, as a minimum, and withoutlimiting any other Liability or responsibility of the Concessionaires, beadopted using Design and Construction Best Practices,

so that they are, and will remain at all relevant times throughout the Concession Period and theResidual Design Lives (including, where relevant, at handover of a Returned Facility to aFacility Owner), fit for their intended purposes.

19.2 Review of construction(a) Review by Independent Reviewer

The Independent Reviewer must review (by general overview and reasonablechecking) the Design and Construction Program and the construction of the Worksand the Temporary Works so that the Independent Reviewer may form an opinion as



to whether or not the obligations of each Concessionaire relating to the construction ofits Works and its Temporary Works are being complied with, including whether or notthe Works and the Temporary Works are being constructed in accordance with clauses19.1 (Construction warranties) and 20.2 (Obligation to complete).

(b) Explanation of construction

If required by the Independent Reviewer, each Concessionaire must make availablethe appropriate personnel (including the Proof Engineer and Construction Verifier) toexplain or provide information on such matters in relation to the construction of itsWorks and its Temporary Works as the Independent Reviewer reasonably requests,and in such form and substance as the Independent Reviewer reasonably requests.

(c) Acknowledgments by Concessionaires

Each Concessionaire must, in carrying out the construction of its Works and itsTemporary Works, provide to the Independent Reviewer in accordance with theProject Scope and Project Requirements evidence (in the form of Exhibit D(Construction Certificate)) that the Proof Engineer and Construction Verifier issatisfied that the construction of those Works and those Temporary Works is inaccordance with this Deed.

(d) Notice of non-compliance

If the Independent Reviewer believes that the Works or the Temporary Works are notbeing constructed in accordance with this Deed, the Independent Reviewer may givenotice to the State and the Concessionaires that, in its opinion, the obligations of theConcessionaires relating to construction of the Works or the Temporary Works are notbeing complied with for the reasons which the Independent Reviewer specifies.

(e) Concessionaire's response

Within 5 Business Days after receipt of the Independent Reviewer's notice underclause 19.2(d) (Notice of non-compliance) or 19.2(f) (Notice by IndependentReviewer) (as the case may be), the Concessionaires:

(i) must give notice to the State and the Independent Reviewer of any mattersabout which they disagree with the opinion of the Independent Reviewer,including its reasons for doing so; and

(ii) in respect of any matter about which they agree with the opinion of theIndependent Reviewer, may provide to the State and the IndependentReviewer a plan and program for remediation to remedy any matters (Planfor Remediation).

(f) Notice by Independent Reviewer

Within 7 Business Days of receipt of a Plan for Remediation, the IndependentReviewer may give notice to the State and the Concessionaires of its opinion as towhether or not the Plan for Remediation satisfactorily addresses the concerns of theIndependent Reviewer, for the reasons which the Independent Reviewer specifies.

(g) Concessionaire's risk

Despite any opinion of the Independent Reviewer under clause 19.2(d) (Notice of non-compliance) or 19.2(f) (Notice by Independent Reviewer), each Concessionaire may,subject to:

(i) clause 19.2(i) (Emergency order); and

(ii) giving 2 Business Days notice in accordance with clause 19.2(h)(Requirements of notice) to the State and the Independent Reviewer of itsintention to do so,



proceed with construction of its Works and its Temporary Works or implementation ofthe Plan for Remediation, at its own cost and risk (including all costs and risksassociated with proceeding with construction and the risk that a Certificate of FreewaySection Completion or a Certificate of Tolling Completion may not be issued).

(h) Requirements of notice

A notice provided by a Concessionaire under clause 19.2(g) (Concessionaire's risk):

(i) must include details of the reasons why that Concessionaire intends toproceed with construction of its Works and its Temporary Works orimplementation of the Plan for Remediation, despite the opinion of theIndependent Reviewer under clause 19.2(d) (Notice of non-compliance) or19.2(f) (Notice by Independent Reviewer) (as the case may be); and

(ii) does not impose any additional Liability or responsibility on the State.

(i) Emergency order

(i) Each Concessionaire acknowledges that, under the Project Legislation, theIndependent Reviewer may make an emergency order.

(ii) Each Concessionaire must comply with any emergency order issued underthe Project Legislation and, where required by the emergency order to stopcarrying out any part of its Works or its Temporary Works, must prepare aplan and program to overcome the fact, matter or thing which gave rise tothe necessity for the Independent Reviewer or such other person to issue theemergency order (Emergency Order Remediation Plan).

(iii) The Emergency Order Remediation Plan must be submitted to theIndependent Reviewer who must, within 7 Business Days of receipt of theEmergency Order Remediation Plan, either:

(A) agree with the Emergency Order Remediation Plan, in which casethe relevant Concessionaire must implement such plan; or

(B) disagree with the Emergency Order Remediation Plan, in whichcase the relevant Concessionaire must resubmit the plan. Anyresubmitted plan under this sub-paragraph (B) must be subject tothe provisions of this clause 19.2(i) (Emergency order) as if it werethe first such plan submitted by the relevant Concessionaire.

19.3 State's right to enter, inspect and test(a) Entry upon notice

The State and any person authorised by it may, upon giving reasonable notice to theConcessionaires (except in the case of an emergency when no notice is required), enterand inspect the Licensed Area and any other place where any Construction Activitiesare being performed or materials are being prepared or stored, and inspect or test anypart of the Works or the Temporary Works at any time. When the State exercises orpurports to exercise this right to enter and inspect, the State must:

(i) observe (and ensure that any such authorised person observes) rules orrequirements of the Concessionaires, as to safety or security on the LicensedArea and any other place where any Construction Activities are beingperformed or materials are being prepared or stored, which are appliedgenerally by the Concessionaires;

(ii) not unnecessarily delay (and ensure that any authorised person does notunnecessarily delay) the performance of the Construction Activities; and

(iii) not damage (and ensure that any authorised person does not damage) theWorks or the Temporary Works,



in connection with the exercise or purported exercise of rights under this clause 19.3(State's right to enter, inspect and test).

(b) Concessionaire to assist

Each Concessionaire must give such assistance as is reasonably required by the Statein respect of any inspection or testing under clause 19.3(a) (Entry upon notice),including:

(i) providing access to such part of its Works or its Temporary Works and allrelevant Design Documentation as may be required by the State;

(ii) preparing samples of materials used in connection with its Works or itsTemporary Works to the reasonable satisfaction of the State; and

(iii) forwarding the samples prepared under sub-paragraph (ii) to the State orsuch other place or person notified by the State.

(c) Works not to be covered up

(i) The State may direct that any part of the Works must not be covered up ormade inaccessible without the State’s prior approval, which will not beunreasonably withheld or delayed. Any inspection or testing contemplatedby clause 19.3(a) (Entry upon notice) must occur within a reasonable time ofthe relevant Concessionaire complying with its obligation under clause19.3(b) (Concessionaire to assist).

(ii) Where a direction has been given under sub-paragraph (i) and a part of theWorks or the Temporary Works has been covered up or made inaccessiblewithout the State's prior approval, all costs and expenses associated withuncovering or making accessible such part of the Works or the TemporaryWorks must be borne by the Concessionaires.

(d) Costs of inspection or testing

The State must bear the reasonable costs and expenses of any inspection or testconducted at its direction under this clause 19.3 (State's right to enter, inspect andtest), unless:

(i) the inspection or test reveals any Defect;

(ii) the inspection or test is required by Design and Construction Best Practices;or

(iii) the inspection or test was required by this Deed to be carried out by aConcessionaire,

in which case, the Concessionaires must bear the costs and expenses of the inspectionand testing.

(e) No obligation on State

The State is under no obligation to a Concessionaire to enter, inspect or test underclause 19.3 (State's right to enter, inspect and test) and owes no duty of care orotherwise to a Concessionaire in doing so (other than to the extent expressly stated inclauses 19.3(a)(i) to 19.3(a)(iii) (Entry upon notice)) and no entry, inspection or testwill affect the Liability or responsibility of a Concessionaire.

19.4 Defects(a) Notification by Concessionaires

If a Concessionaire identifies any Defect in respect of the Construction Activities orthe Works or the Temporary Works, the Concessionaires must notify the State and theIndependent Reviewer immediately, and expeditiously and diligently progresscorrection of that Defect.



(b) Notification by State

If the State identifies any Defect in respect of the Construction Activities or the Worksor the Temporary Works, the State may give notice to the Concessionaires requiringthem to correct the Defect or any part of it. If the Defect is a Defect which may causethe Works or the Temporary Works to be unsafe to members of the general public orto workers involved in carrying out such works, or relates to a Freeway Section orBypass which is open for public use under clause 25 (Opening of a Freeway Section),the State may specify a reasonable time by which this must be carried out. Therelevant Concessionaire must expeditiously and diligently progress correction of thatDefect and (where applicable) comply with any reasonable time for correctionspecified by the State. For the avoidance of doubt, the timing of correction of a Defect(whether as stipulated by the State or programmed by the Concessionaire) will notlimit or affect the obligations of the Concessionaires under clause 20.2 (Obligation tocomplete).

(c) Rights of State

If:

(i) the State identifies any Defect in respect of the Construction Activities or theWorks or the Temporary Works or is notified of a Defect by eitherConcessionaire; and

(ii) the Defect is a Defect which may cause the Works or the Temporary Worksto be unsafe to members of the general public or to workers involved incarrying out such works, or relates to a Freeway Section or Bypass that isopen for public use under clause 25 (Opening of a Freeway Section), andcorrection of the Defect identified or notified has not been achieved withinsuch reasonable time as is specified in the notification given under clause19.4 (Defects); or

(iii) correction of the Defect is not being expeditiously and diligently progressedby the relevant Concessionaire,

then, despite any opinion to the contrary expressed by the Independent Reviewer, theState may:

(iv) apply for, and the court may grant, an order for specific performance of theState's requirement;

(v) notify the relevant Concessionaire that the State elects to accept the Defect,in which case the relevant Concessionaire must pay the State the amountcertified by the Independent Reviewer as being the greater of:

(A) the costs which would have been incurred by the relevantConcessionaire had the work necessary to rectify the Defectidentified or notified by the State been carried out; or

(B) the diminution in value of its Works as a consequence of theDefect; or

(vi) correct the Defect itself or engage others to correct the Defect, in which casethe costs (including any Liability) incurred by the State in so doing will be adebt due and payable by the relevant Concessionaire to the State.

For the avoidance of doubt, this clause 19.4(c) (Rights of State) does not exclude anyrights the State may have to recover damages from the Concessionaires for breach ofthis Deed or limit or affect the State's rights under clause 5 (Bonds).

(d) Dispute

Any dispute as to the amount payable by the Concessionaires under clause 19.4(c)(Rights of State) or the existence of a Defect may be referred by the State or the



Concessionaires for resolution in accordance with Part L (Dispute Resolution)(including expert determination).

(e) Advice to Financiers

The State may provide to the Financiers:

(i) a copy of any notice from the Concessionaires to the State under clause19.4(a) (Notification by Concessionaires); and

(ii) a copy of any notice from the State to the Concessionaire under clause19.4(b) (Notification by State).

20. Timing of the Works20.1 Commencement

Each Concessionaire must promptly commence performance of its Construction Activities fromthe Commencement Date.

20.2 Obligation to completeEach Concessionaire must:

(a) without limiting clause 20.5(c) (Anticipated delay in completion) or clause 20.6(Failure to achieve Freeway Section Completion by planned date), at all timesexpeditiously and diligently progress its Construction Activities; and

(b) without limiting clause 20.2(a) (Obligation to complete), use its best endeavours toachieve Freeway Section Completion of its Construction Activities in relation to eachSection by the relevant Planned Date for Freeway Section Completion.

20.3 AccelerationUnder no circumstances will the State be obliged to take any action to assist or enable aConcessionaire to achieve any particular sequencing or rate of progress of its ConstructionActivities (including to achieve Freeway Section Completion before the relevant Planned Datefor Freeway Section Completion), nor will the time for carrying out of the State's obligations beaffected by any decision or action by a Concessionaire to achieve any particular sequencing orrate of progress of its Construction Activities.

20.4 Delays(a) Risk and cost of delay and disruption

Except to the extent expressly set out in this clause 20.4 (Delays), clauses 36.4(Proximate State Work), 37 (Modifications), 45 (Key Risk Management Regime), 67(Termination by Concessionaires) or 68 (Payments on termination), and despite anyprinciple of Law to the contrary, the Concessionaires:

(i) bear all risk, and cost, of delay and disruption (whatever the cause, includingany act or omission of, or act of prevention by, the State or any of itsAssociates) to the progress of the Construction Activities; and

(ii) despite such delay or disruption (whatever the cause, including any act oromission of, or act of prevention by, the State or any of its Associates) mustcontinue to comply with their obligations under this Deed, including underclause 20.2 (Obligation to complete) and (if applicable) clause 20.6 (Failureto achieve Freeway Section Completion by planned date), so that FreewaySection Completion of the Construction Activities in relation to each Sectionis achieved by the relevant Planned Date for Freeway Section Completion orLate Completion Date (as applicable).



Nothing in this clause 20.4(a) (Risk and cost of delay and disruption) prevents theConcessionaire from claiming damages for a breach of clauses 11.2 (PropertySchedule), 11.6 (Grant of Land Licences) and 61.6 (Approval by SEITA) by the State.To the extent that a Concessionaire obtains redress in respect of any of these clauses,the Concessionaires will not be entitled to redress under clause 45 (Key RiskManagement Regime) in respect of the same breach.

(b) Notification of delay

If a Concessionaire is, or is likely to be, delayed in the performance of its ConstructionActivities by any cause, it must notify the State and the Independent Reviewer:

(i) not later than 10 Business Days after it first becomes aware, or shouldreasonably have become aware, of the delay or likely delay;

(ii) stating with as much detail as possible the cause of the delay or likely delayand the effect which it expects the delay or likely delay will have on theprogress of its Construction Activities; and

(iii) stating the steps that should be taken by it to mitigate the occurrence of, orconsequences, of any delay or likely delay.

(c) Extension Event

If a Concessionaire is or will be delayed in the performance of its ConstructionActivities by an Extension Event, other than, subject to clause 20.4(d) (Knock-onEffects), the performance of Proximate State Work under clause 36.4 (Proximate StateWork) or the State requiring a Modification under clause 37 (Modifications), whetheroccurring before, on or after the relevant Planned Date for Freeway SectionCompletion or the relevant Late Completion Date (as the case may be), theConcessionaires must, if they wish to claim an extension of the relevant Planned Datefor Freeway Section Completion or the relevant Late Completion Date (as the casemay be):

(i) deliver an extension of time claim which complies with the requirements ofclause 20.4(e) (Extension Event claim) to the State and the IndependentReviewer not later than 10 Business Days after the relevant delay ceases;and

(ii) if the Extension Event will affect the Construction Activities in relation tomore than one Section achieving Freeway Section Completion by therelevant Planned Date for Freeway Section Completion or the relevant LateCompletion Date (as the case may be), give the claim pursuant to this clause20.4(c) (Extension Event) in respect of the Construction Activities in relationto each Section affected.

(d) Knock-on Effects

The exclusion in clauses 20.4(c) (Extension Event) and 20.4(g) (Assessment) ofdelays caused by the performance of Proximate State Work under clause 36.4(Proximate State Work) or the State requiring a Modification under clause 37(Modifications) does not of itself preclude a Concessionaire from claiming anextension of time under clause 20.4(c) (Extension Event) in respect of a Knock-onEffect.

(e) Extension Event claim

The Concessionaires' claim under clause 20.4(c) (Extension Event) must state with asmuch detail as possible:

(i) the Extension Event relied upon;

(ii) the reason for relying upon the Extension Event; and



(iii) the period by which the Concessionaires consider the relevant Planned Datefor Freeway Section Completion or the relevant Late Completion Date (asthe case may be) should be extended.

(f) Condition precedent

It is a condition precedent to the Concessionaires' entitlement to an extension of timeto the relevant Planned Date for Freeway Section Completion or the relevant LateCompletion Date (as the case may be):

(i) that the Concessionaires have given the claim required by clause 20.4(c)(Extension Event);

(ii) that the Concessionaires are, or will be:

(A) prevented from achieving Freeway Section Completion by therelevant Planned Date for Freeway Section Completion or therelevant Late Completion Date (as the case may be); or

(B) after the relevant Planned Date for Freeway Section Completion orthe relevant Late Completion Date (as the case may be), delayed inachieving Freeway Section Completion,

by an Extension Event; and

(iii) that:

(A) the relevant delay is demonstrable on an assessment of the actualand then current critical path to achieving Freeway SectionCompletion of the Construction Activities in relation to therelevant Section by the relevant Planned Date for Freeway SectionCompletion or the relevant Late Completion Date (as the case maybe); and

(B) without limitation, the Concessionaires have complied with theirobligations under clause 17.3 (Updating the Design andConstruction Program) and clause 17.5(c) (Updated Design andConstruction Program) as at the commencement and cessation ofthe Extension Event.

For the avoidance of doubt, the Concessionaires will not be entitled to an extension ofthe relevant Planned Date for Freeway Section Completion or the relevant LateCompletion Date (as the case may be) under clause 20.4(g) (Assessment):

(iv) except to the extent that the Concessionaires are or will be delayed by theExtension Event in achieving Freeway Section Completion of theConstruction Activities in relation to that Section;

(v) if the Concessionaires can achieve Freeway Section Completion of theConstruction Activities in relation to that Section by the relevant PlannedDate for Freeway Section Completion or the relevant Late Completion Date(as the case may be) without the extension of time;

(vi) in respect of the Construction Activities in relation to a Section which arenot affected by the Extension Event;

(vii) to the extent that either Concessionaire has not complied with its obligationsunder clause 20.5(a) (Obligation to mitigate);

(viii) in respect of the relevant Late Completion Date, to the extent that the delaycaused by the relevant Extension Event has otherwise been taken intoaccount in the relevant Late Completion Program; or

(ix) except to the extent that the cause of the delay is not attributable to a breachof the Project Documents by the Concessionaires.



(g) Assessment

If the conditions precedent in clause 20.4(f) (Condition precedent) have been satisfiedconcerning an Extension Event other than, subject to clause 20.4(d) (Knock-onEffects), the performance of Proximate State Work under clause 36.4 (Proximate StateWork) or the State requiring a Modification under clause 37 (Modifications) (which,for the avoidance of doubt, contain their own conditions precedent to an entitlement toan extension of time and their own mechanism for agreement or determination of thatentitlement), the relevant Planned Date for Freeway Section Completion or therelevant Late Completion Date (as the case may be) will be extended by a reasonableperiod determined by the Independent Reviewer (taking into account all of therequirements of this clause) and notified to the State and the Concessionaires within20 Business Days after the receipt of a claim given in accordance with clause 20.4(c)(Extension Event). For the avoidance of doubt, in determining a reasonable period forthe extension of time in respect of an EES Event, an EPBC Event or a TunnelVentilation Delay, the period of delay required in order to qualify as an EES Event, anEPBC Event or a Tunnel Ventilation Delay (as applicable) will not be taken intoaccount, but only any additional period of delay which the Concessionairesdemonstrate in accordance with clause 20.4 (Delays).

(h) Unilateral extensions

Whether or not the Concessionaires have made, or are entitled to make, a claim for anextension of time under this clause 20.4 (Delays):

(i) the State may at any time and from time to time (including after the relevantPlanned Date for Freeway Section Completion or the relevant LateCompletion Date (as the case may be)), by notice to the Concessionaires andthe Independent Reviewer, unilaterally extend any Planned Date for FreewaySection Completion or any relevant Late Completion Date (as the case maybe); and

(ii) the State is not required to exercise its discretion under this clause 20.4(h)(Unilateral extensions) for the benefit of the Concessionaires.

(i) Disputes

The State or the Concessionaires may refer any dispute as to a determination of theIndependent Reviewer under clause 20.4(g) (Assessment) for resolution in accordancewith Part L (Dispute Resolution) (including expert determination).

(j) Acknowledgment

The failure of the Independent Reviewer to grant any extension of time, or to grant anextension of time within the time prescribed by this clause 20.4 (Delays), or anydispute between the State and the Concessionaires as to the entitlement to, or extentof, any extension of time, will not cause the relevant or any Planned Date for FreewaySection Completion or the relevant Late Completion Date (as the case may be) to beset at large or prevent the State from subsequently exercising its discretion underclause 20.4(h) (Unilateral extensions).

(k) Continued work

Without limiting each Concessionaire's obligations under clause 20.6 (Failure toachieve Freeway Section Completion by planned date), if Freeway SectionCompletion of the Construction Activities in relation to a Section does not take placeby the relevant Planned Date for Freeway Section Completion of the ConstructionActivities, each Concessionaire must continue to comply with its obligations underthis Deed, including under clause 20.2 (Obligation to complete) and (if applicable)clause 20.6 (Failure to achieve Freeway Section Completion by planned date).



(l) No double recovery

Notwithstanding that the Concessionaires may have entitlements to an extension oftime under different provisions of this Deed in respect of the same Extension Event,the Concessionaries are not entitled to claim or be compensated for an extension oftime for the same Extension Event more than once under this Deed.

20.5 Mitigation(a) Obligation to mitigate

Without limiting each Concessionaire's obligations under clause 20.2 (Obligation tocomplete), each Concessionaire must take all necessary and reasonable steps tomitigate the occurrence, or consequences, of any delay to its Construction Activities.

(b) Consequences of delay

Without limiting clauses 20.2 (Obligation to complete), 20.4(k) (Continued work),20.5(a) (Obligation to mitigate), 20.5(c) (Anticipated delay in completion), 20.6(Failure to achieve Freeway Section Completion by planned date) and 20.7(Construction Milestones), if progress of its Construction Activities is or may bedelayed:

(i) the relevant Concessionaire must consult with and notify the State of thedetailed plans and programs proposed by that Concessionaire to avoid orminimise such delay; and

(ii) if the State requests, the relevant Concessionaire must meet with the Stateand provide such reports to the State as may reasonably be required as to thecause of delay or likely delay and the options available to theConcessionaires for avoiding or minimising the delay.

(c) Anticipated delay in completion

As soon as a Concessionaire first becomes aware or should reasonably have becomeaware, that it is unable, or is unlikely to be able, to achieve Freeway SectionCompletion of its Construction Activities in relation to a Section or Sections by thePlanned Date for Final Completion either at all or unless it Diligently Pursues allactions to achieve Freeway Section Completion of the Construction Activities (theRelevant Date), that Concessionaire must:

(i) immediately give to the State and the Independent Reviewer a notice:

(A) stating that the relevant Concessionaire believes that it is unable, oris unlikely to be able, to achieve (either at all or unless it takes theactions required by clause 20.5(c)(ii) (Anticipated delay incompletion)) Freeway Section Completion of its ConstructionActivities in relation to a Section or Sections by the Planned Datefor Final Completion, and the reasons for the inability;

(B) identifying the Section or Sections in respect of which it is unable,or is unlikely to be able, to achieve (either at all or unless it takesthe actions required by clause 20.5(c)(ii) (Anticipated delay incompletion)) Freeway Section Completion by the Planned Date forFinal Completion;

(C) without limiting clause 20.5(c)(ii) (Anticipated delay incompletion), identifying in as much detail as possible the actionsthe relevant Concessionaire intends to take to comply with clause20.5(c)(ii) (Anticipated delay in completion);

(D) containing the program which will be adopted by the relevantConcessionaire in relation to the relevant Sections having regard to



its obligations under this clause 20.5(c) (Anticipated delay incompletion); and

(E) describing the information (including construction programs andprogress reports) and the level of consultation proposed to keep theState and the Independent Reviewer regularly informed of progressof its Construction Activities having regard to its obligations underthis clause 20.5(c) (Anticipated delay in completion); and

(ii) from the Relevant Date immediately commence and Diligently Pursue allactions required to achieve Freeway Section Completion of its ConstructionActivities in relation to all Sections by (without limiting clause 20.2(Obligation to complete) or clause 20.6 (Failure to achieve Freeway SectionCompletion by planned date)), no later than the Planned Date for FinalCompletion.

(d) Recovery of Delay

Each Concessionaire must immediately give to the State and the IndependentReviewer notice of when the progress of its Construction Activities in relation to therelevant Sections is such that the Concessionaire is, or is likely to be, able to achieveFreeway Section Completion of its Construction Activities in relation to all Sectionsby (without limiting clause 20.2 (Obligation to complete) or clause 20.6 (Failure toachieve Freeway Section Completion by planned date)), no later than the Planned Datefor Final Completion, at which time, subject to clause 20.5(f) (Dispute), the obligationto Diligently Pursue in accordance with clause 20.5(c) (Anticipated delay incompletion) ceases.

(e) Notice to Diligently Pursue

If a Concessionaire fails in whole or in part to observe any of its obligations underclause 20.5(c) (Anticipated delay in completion), the State may give thatConcessionaire notice to remedy that failure by observing those obligations.

(f) Dispute

The State may refer any dispute as to whether or not a Concessionaire is DiligentlyPursuing its Construction Activities in accordance with clause 20.5(c)(ii) (Anticipateddelay in completion) for resolution in accordance with Part L (Dispute Resolution)(including expert determination).

20.6 Failure to achieve Freeway Section Completion by planned date(a) Immediate action required

If Freeway Section Completion of its Construction Activities in relation to a Section isnot achieved by the relevant Planned Date for Freeway Section Completion, then therelevant Concessionaire must immediately commence and Diligently Pursue FreewaySection Completion for the Section as soon as possible.

(b) Proposed Completion Program

Within 15 Business Days of the passing of the Planned Date for Freeway SectionCompletion for a Section (if Freeway Section Completion for that Section has notbeen achieved), the Concessionaires must give to the State and the IndependentReviewer a notice (Proposed Completion Program) setting out a detailedexplanation of the reasons for the failure to achieve Freeway Section Completion and:

(i) describing in what respect the Construction Activities necessary to achieveFreeway Section Completion for that Section have not been performed orachieved;

(ii) identifying the earliest date by which the Concessionaires reasonablyanticipate that Freeway Section Completion of the Construction Activities



for that Section can be achieved, including details of how this date has beencalculated;

(iii) containing the program which should be adopted by the Concessionaires toachieve Freeway Section Completion of the Construction Activities by thatdate;

(iv) detailing the effect (if any) of adoption or implementation of that program onthe Concessionaires' ability to achieve Tolling Completion of the relevantSection, and the Planned Date for Freeway Section Completion and TollingCompletion of all other Sections; and

(v) describing the information (including construction programs and progressreports) and the level of consultation proposed to keep the State and theIndependent Reviewer regularly informed of progress of the ConstructionActivities necessary to achieve Freeway Section Completion in relation tothat Section by that date.

(c) Finalisation of Proposed Completion Program

(i) Promptly after receipt by the State of a Proposed Completion Program givenin accordance with clause 20.6(b) (Proposed Completion Program), theparties must consult in good faith to agree the matters required to bedescribed in the Proposed Completion Program.

(ii) If any of the matters required to be described in the Proposed CompletionProgram are not agreed within 20 Business Days of the State receiving theProposed Completion Program, then either the State or the Concessionairesmay refer the matter directly for expert determination under clause 73(Expert determination).

(d) State Initiated Program

(i) If a Proposed Completion Program is not given in accordance with clause20.6(b) (Proposed Completion Program), the State may prepare its ownprogram which must contain, to the extent possible, the same details asrequired under clause 20.6(b) (Proposed Completion Program) (StateInitiated Program) and give the State Initiated Program to theConcessionaires.

(ii) Promptly after receipt by the Concessionaires of a State Initiated Programgiven in accordance with clause 20.6(d)(i) (State Initiated Program), theparties must consult in good faith to agree the matters required to bedescribed in the State Initiated Program.

(iii) If any of the matters required to be described in the State Initiated Programare not agreed within 20 Business Days of the Concessionaire receiving theState Initiated Program, then either the State or the Concessionaires mayrefer the matter directly for expert determination under clause 73 (Expertdetermination).

(e) Independent Reviewer

(i) The Independent Reviewer must, if required by either the State or aConcessionaire provide comments on the Proposed Completion Program orthe State Initiated Program (as applicable), including any comments as towhether or not, in the Independent Reviewer's opinion:

(A) the date by which it is anticipated that the Concessionaires willachieve Freeway Section Completion of the ConstructionActivities for that Section is achievable (together with reasons forthat view);



(B) the dates and actions contained in the Proposed CompletionProgram or the State Initiated Program (as applicable) areconsistent with the achievement of Freeway Section Completion ofthe Construction Activities for that Section by the date proposed;

(C) the Concessionaires' or the State's description (as applicable) of theeffect of adoption or implementation of the Proposed CompletionProgram or the State Initiated Program (as applicable) on theConcessionaires' ability to achieve the Planned Date for FreewaySection Completion of the Construction Activities for all otherSections is reasonable; and

(D) there is any other information which the Concessionaires shouldprovide to keep the State and the Independent Reviewer regularlyinformed of the progress of the Construction Activities necessaryto achieve Freeway Section Completion of the ConstructionActivities in relation to that Section by the date proposed.

(f) Program principles

(i) In agreeing or determining a Proposed Completion Program or a StateInitiated Program (each a Late Completion Program) under clause 20.6(c)(Finalisation of Proposed Completion Program) or 20.6(d) (State InitiatedProgram), as applicable:

(A) the dates and actions contained in the Late Completion Programmust (unless otherwise agreed by the State and the Concessionaire)reflect the Concessionaires' obligation to Diligently PursueFreeway Section Completion of the Construction Activities inrelation to the relevant Section;

(B) unless otherwise agreed by the State and the Concessionaires, noallowance will be given for the time to complete components of theConstruction Activities for Freeway Section Completion of theConstruction Activities of the relevant Section where suchcomponents are attributable to a breach of the Project Documentsby either Concessionaire or would have been completed had theConcessionaires Diligently Pursued those Construction Activitiesas required by clause 20.5(c)(ii) (Anticipated delay in completion),whether or not the Concessionaires have given a notice underclause 20.5(c)(i) (Anticipated delay in completion);

(C) the dates and actions in the Late Completion Program must not(unless otherwise agreed by the State and the Concessionaires)materially adversely affect the achievement of Freeway SectionCompletion of the Construction Activities in relation to any otherSections prior to the Planned Dates for Freeway SectionCompletion or Late Completion Date (as applicable) of theConstruction Activities for those Sections.

(ii) In making any determination as contemplated by clause 20.6(c)(ii)(Finalisation of Proposed Completion Program), 20.6(d)(iii) (State InitiatedProgram) or 20.6(j)(iii) (Granting of program changes), the expert orarbitrator must ensure, and the parties must (unless otherwise agreed, by theState and the Concessionaires) require that, the expert or arbitrator'sdetermination (as applicable) reflects clauses 20.6(f)(i)(A), 20.6(f)(i)(B) and20.6(f)(i)(C) (Program principles).

(g) Diligent Pursuit in this context

For the purposes of this clause 20.6 (Failure to achieve Freeway Section Completionby planned date), in assessing what can be achieved by Diligent Pursuit and in



assessing whether there has been a failure to Diligently Pursue something, regard mustbe had to the time necessary to enforce the Construction Contract, or to engage asubstitute Construction Contractor, if to do so would be consistent with the requiredsteps and actions being Diligently Pursued, recognising that the Concessionaires arenot construction contractors.

(h) Compliance with program

The Concessionaires must:

(i) ensure that Freeway Section Completion of the Construction Activities forthe relevant Section is achieved by the date specified in the Late CompletionProgram (Late Completion Date), but as that date may have been varied asa result of:

(A) agreement between the parties;

(B) the period of any extension of time granted to the Late CompletionDate under clause 20.4(g) (Assessment) or 20.4(h) (Unilateralextensions) in respect of the relevant Section;

(C) the operation of clause 20.6(j) (Granting of program changes); and

(D) a determination in accordance with the dispute resolutionprocedures set out in Part L (Dispute Resolution); and

(ii) without limiting clause 20.6(h)(i) (Compliance with program), DiligentlyPursue all actions described in, and comply with, the Late CompletionProgram as varied as a result of any of the matters referred to in clause20.6(h)(i)(A), 20.6(h)(i)(B), 20.6(h)(i)(C) or clause 20.6(h)(i)(D)(Compliance with program).

(i) Request for program changes

(i) In addition to any claim for an extension of any Late Completion Date underclause 20.4 (Delays), the Concessionaires may seek a change to the LateCompletion Date or any actions described in the Late Completion Programby giving the State and the Independent Reviewer a notice in accordancewith clause 20.6(i)(ii) (Request for program changes).

(ii) A notice given under clause 20.6(i)(i) (Request for program changes) must:

(A) specify the change sought (and the consequential changes to theLate Completion Program); and

(B) be received by the State and the Independent Reviewer before thethen applicable Late Completion Date.

(j) Granting of program changes

(i) Subject to clause 20.6(j)(ii) (Granting of program changes), if theConcessionaires:

(A) have Diligently Pursued the achievement of Freeway SectionCompletion of the Construction Activities for the relevant Sectionsince the Planned Date for Freeway Section Completion of theConstruction Activities for that Section;

(B) have sought a change to the Late Completion Date or any otherchange to the Late Completion Program in accordance with clause20.6(i) (Request for program changes); and

(C) without the change sought by the Concessionaires, will not be ableto achieve Freeway Section Completion of the ConstructionActivities for the relevant Section by the then current Late



Completion Date despite Diligently Pursuing Freeway SectionCompletion of the Construction Activities of the relevant Sectionwithout any other default on its part,

then the State must agree to that change to the extent that the change isconsistent with the Concessionaires continuing to Diligently Pursue theachievement of Freeway Section Completion of the Construction Activitiesfor the relevant Section and notify the Concessionaire and the IndependentReviewer accordingly.

(ii) The Concessionaires are not entitled under this clause 20.6(j) (Granting ofprogram changes) to any change to the Late Completion Program (includingthe Late Completion Date) which, if incorporated in the Late CompletionProgram, would be inconsistent with the requirements of clause 20.6(f)(i)(Program principles).

(iii) If the parties do not agree a change sought to the Late Completion Programin accordance with clause 20.6(i) (Request for program changes) within 10Business Days of receipt by the State of the relevant notice under clause20.6(i) (Request for program changes), then either the State or theConcessionaires may refer the matter directly for expert determination underclause 73 (Expert determination).

(k) Limited effect of program

Except as expressly provided in clause 20.6 (Failure to achieve Freeway SectionCompletion by planned date), the provision of any Proposed Completion Program orState Initiated Program, or the agreement to or determination of a Late CompletionProgram (including a Late Completion Date or any changes under clause 20.6(j)(Granting of program changes)), or any review or comment by or on behalf of theState or the Independent Reviewer in respect of such programs, will not:

(i) constitute acceptance of the program or a direction by the State or theIndependent Reviewer to accelerate, disrupt, prolong or vary any or all of theConstruction Activities;

(ii) relieve the Concessionaires from any, or otherwise affect the time forperformance of the Concessionaires', obligations in respect of any otherSection (including, to avoid doubt, whether as a result of the circumstancescontemplated in clause 20.6(f)(i)(C) (Program principles) or otherwise);

(iii) impose any obligation or Liability on the State under this Deed or otherwiserelieve a Concessionaire from any obligations under this Deed; or

(iv) constitute a claim for or an extension of time to, or entitle the Concessionaireto an extension of time to, any Planned Date for Freeway SectionCompletion to any Section for the purposes of clause 20.4 (Delays).

20.7 Construction Milestones(a) Completion of Construction Milestones

The Concessionaires must expeditiously and diligently progress the ConstructionActivities so that each Construction Milestone is achieved by the Relevant MilestoneDate.

(b) Notification of progress

The Concessionaires must notify the State and the Independent Reviewer at eachRelevant Milestone Date whether, in their opinion, the Construction Milestone hasbeen achieved.



(c) Failure to achieve Construction Milestone

If a Construction Milestone has not (regardless of the Concessionaires' opinion asnotified under clause 20.7(b) (Notification of progress)) been achieved by theRelevant Milestone Date, the State and the Concessionaires must, within 5 BusinessDays of the passing of that Relevant Milestone Date, enter into discussions andconsultations. It is the obligation of the Concessionaires as part of those discussionsand consultations to:

(i) provide a detailed explanation of the reason for the Failed Milestone;

(ii) identify the action which will be undertaken by the Concessionaires;

(iii) develop a revised Design and Construction Program, which will enable theFailed Milestone to be achieved as soon as practicable (having regard to theobligation to use best endeavours to achieve Freeway Section Completion ofthe Construction Activities in relation to each Section by the relevantPlanned Date for Freeway Section Completion);

(iv) identify any reporting necessary by the Concessionaires of the progress ofthe Construction Activities; and

(v) identify any consequential changes to any other Construction Milestones orRelevant Milestone Dates.

(d) Concessionaires not liable

Without limiting clauses 65.1(a) (Failure to commence or to expeditiously anddiligently progress Construction Activities), 65.1(b) (Abandonment), 66.3(Termination relating to failure to achieve Freeway Section Completion), 66.6(Limitation of State's rights) or 68.1 (State's right to damages), the Concessionaireswill not be in breach of this Deed or be liable in damages to the State solely as a resultof a Construction Milestone not being achieved by the Relevant Milestone Date.

20.8 Progressive completion and handover of Returned Works(a) General obligations

ConnectEast must progressively complete the Returned Works and handover eachReturned Facility to the relevant Facility Owner as soon as possible during theConcession Period so as to ensure that:

(i) any loss of amenity and inconvenience to the relevant Facility Owner isminimised;

(ii) the completion of the Returned Works and handover of each ReturnedFacility occurs in a smooth and orderly manner consistent with theCompletion and Commissioning Plan and the Design and ConstructionProgram (rather than in a compressed period immediately prior to FreewaySection Completion and Tolling Completion);

(iii) the Independent Reviewer has a reasonable opportunity to consider whethereach Returned Facility has been completed in accordance with this Deedprior to the proposed handover; and

(iv) Freeway Section Completion and Tolling Completion are not delayed.

(b) Handover of Returned Works

Handover of each Returned Facility to the relevant Facility Owner must not occuruntil:

(i) the Returned Works in respect of the Returned Facility have been completedin accordance with this Deed;



(ii) ConnectEast has notified the State and the Independent Reviewer that theReturned Works in respect of the Returned Facility have been completed inaccordance with this Deed and has given the Independent Reviewersufficient opportunity to review the relevant Returned Facility in accordancewith clause 19.2(a) (Review by Independent Reviewer);

(iii) where ConnectEast is required by the Project Scope and ProjectRequirements to provide certification by the Proof Engineer andConstruction Verifier with respect to the Returned Facility, theConcessionaire has provided to the State and the Independent Reviewer anotice in the form of Exhibit E (Notice by Proof Engineer and ConstructionVerifier) duly signed by the Proof Engineer and Construction Verifier; and

(iv) ConnectEast has provided to the State and the Independent Reviewer:

(A) a notice in the form of Exhibit F (Notice by Facility Owner) dulysigned by the relevant Facility Owner; or

(B) if the relevant Facility Owner has refused to sign the notice,notwithstanding that the Returned Works in respect of theReturned Facility have been completed in accordance with thisDeed, a statement in the form of Exhibit G (Notice by theConcessionaire) signed by ConnectEast, and the IndependentReviewer has not objected to the handover of that ReturnedFacility to the relevant Facility Owner within 10 Business Days ofreceipt of the statement; or

(v) in respect of a Bypass:

(A) the requirements of clause 20.8(b)(iv) (Handover of ReturnedWorks) have been satisfied; and

(B) the Independent Reviewer has issued a Certificate of FreewaySection Completion under clause 21.3 (Freeway SectionCompletion and Tolling Completion) in respect of the relevantSection.

(c) No restriction

Each Concessionaire acknowledges and agrees that the provisions of this clause 20.8(Progressive completion and handover of Returned Works), the progressivecompletion of the Returned Works and handover of each Returned Facility to therelevant Facility Owner, and any act or omission of the State or the IndependentReviewer arising out of or in respect of or in connection with, such progressivecompletion and handover, will not:

(i) constitute approval by the State or the Independent Reviewer of aConcessionaire's performance of its Works (including ConnectEast'sperformance in respect of a Returned Facility) or evidence that eachReturned Facility complies with the requirements of this Deed or that all orany of the obligations of the Concessionaire under this Deed have beensatisfied;

(ii) limit or otherwise affect the Concessionaires' obligations under this Deed; or

(iii) restrict the Independent Reviewer in making a determination or forming anopinion under clause 21 (Completion) or raising any item of work(including, in respect of a Returned Facility) as a ground for determining thatFreeway Section Completion or Tolling Completion has not been achieved.



21. Completion21.1 General acknowledgments

(a) Timing of completion

The Concessionaires acknowledge and agree that, in respect of the ConstructionActivities in relation to a Section, Tolling Completion may occur at the same time as,or after, Freeway Section Completion.

(b) Obligations concerning completion

The Concessionaires acknowledge and agree that, despite clause 21.1(a) (Timing ofcompletion), the Concessionaires must apply for a Certificate of Freeway SectionCompletion in accordance with this clause 21 (Completion) as soon as theConcessionaires reasonably consider that they have achieved Freeway SectionCompletion of the Construction Activities in relation to a Section, irrespective ofwhether or not the Construction Activities in relation to that Section have alsoachieved the stage of Tolling Completion.

21.2 Notice before completionWithout limiting the Concessionaires' obligation to comply with the Completion andCommissioning Plan (including to submit any documents pursuant to that plan), and their otherobligations under this clause 21 (Completion) with respect to the giving of notices, theConcessionaires must give the State and the Independent Reviewer separate notice at least:

(a) 60 Business Days; and

(b) 20 Business Days,

before the date upon which the Concessionaires reasonably expect Freeway Section Completionor Tolling Completion (as the case may be) of the Construction Activities in relation to aSection to take place.

21.3 Freeway Section Completion and Tolling Completion(a) Notice by Concessionaires

As soon as the Concessionaires consider that they have achieved Freeway SectionCompletion or Tolling Completion of the Construction Activities in relation to aSection, the Concessionaires must:

(i) notify the State and the Independent Reviewer of its opinion;

(ii) request the Independent Reviewer to issue:

(A) a Certificate of Freeway Section Completion certifying the date onwhich the Concessionaire achieved Freeway Section Completion;or

(B) a Certificate of Tolling Completion certifying the date on whichthe Concessionaire achieved Tolling Completion,

(as the case may be) of the Construction Activities in relation to that Section;and

(iii) provide the State and the Independent Reviewer with a detailed list of thework (including minor Defect correction) remaining to be performed in itsopinion to achieve:

(A) in the case of a request for a Certificate of Freeway SectionCompletion, Tolling Completion; or

(B) in the case of a request for a Certificate of Tolling Completion,Close-Out,



of the Construction Activities in relation to that Section.

(b) Notice by State

Notwithstanding that the Concessionaires may not have issued a notice under clause21.3(a) (Notice by Concessionaires), as soon as the State considers that theConcessionaires have achieved Freeway Section Completion of the ConstructionActivities in relation to a Section, the State may:

(i) notify the Concessionaires and the Independent Reviewer of its opinion; and

(ii) request the Independent Reviewer to issue a Certificate of Freeway SectionCompletion certifying the date on which the Concessionaires achievedFreeway Section Completion.

(c) Inspection by Independent Reviewer

Upon the Concessionaires complying with clause 21.3(a) (Notice by Concessionaires)or upon receipt of a notice under clause 21.3(b) (Notice by State), the IndependentReviewer must, without delay and at the latest within 7 Business Days after suchcompliance by the Concessionaires or receiving such notice (as the case may be),inspect the Works in relation to the relevant Section with the State and theConcessionaires.

(d) Notice by Independent Reviewer

As soon as possible, and at the latest, within 15 Business Days after inspecting therelevant Works as required by clause 21.3(c) (Inspection by Independent Reviewer),the Independent Reviewer must:

(i) if Freeway Section Completion or Tolling Completion (as the case may be)has been achieved:

(A) issue a Certificate of Freeway Section Completion or a Certificateof Tolling Completion to the State and the Concessionaires:

(I) certifying that Freeway Section Completion or TollingCompletion (as the case may be) has taken place;

(II) certifying the Date of Freeway Section Completion or theDate of Tolling Completion (as the case may be); and

(III) listing any minor Defects required to be corrected by theConcessionaire;

(B) if the Concessionaires have provided a detailed list in accordancewith clause 21.3(a)(iii) (Notice by Concessionaires), include in theCertificate of Freeway Section Completion or Certificate of TollingCompletion (as the case may be) details of the IndependentReviewer's opinion of the work remaining to be performed toachieve:

(I) in the case of a Certificate of Freeway SectionCompletion, Tolling Completion; or

(II) in the case of a Certificate of Tolling Completion, Close-Out; or

(ii) if Freeway Section Completion or Tolling Completion (as the case may be)has not been achieved:

(A) issue a notice to the State and the Concessionaire listing the workremaining to be performed to achieve Freeway Section Completionor Tolling Completion (as the case may be); or



(B) issue a notice to the State and the Concessionaire stating that theConstruction Activities are so far from Freeway SectionCompletion or Tolling Completion (as the case may be) that it isnot practicable to provide the list referred to in clause21.3(d)(ii)(A) (Notice by Independent Reviewer),

after which the Concessionaires must (without limiting any of their otherobligations under this Deed) continue to expeditiously and diligentlyprogress the Construction Activities to achieve Freeway Section Completionor Tolling Completion (as the case may be).

(e) Receipt of notice

Without limiting any of the Concessionaires' obligations under this Deed (including inrespect of the correction of Defects), upon receipt of a Certificate of Freeway SectionCompletion or a Certificate of Tolling Completion or a notice under clause 21.3(d)(ii)(Notice by Independent Reviewer), the Concessionaires (as the context requires):

(i) must expeditiously and diligently progress performance of the workspecified in the certificate or notice (including the correction of any Defects)or continue to expeditiously and diligently progress the ConstructionActivities to achieve Freeway Section Completion or Tolling Completion (asthe case may be) of the Construction Activities in relation to that Section;and

(ii) may refer the subject matter of the notice for resolution in accordance withPart L (Dispute Resolution) (including expert determination).

(f) Further notice

The Concessionaires must give notice to the State and the Independent Reviewer:

(i) on completion by the Concessionaires of the work listed in a notice issuedunder clause 21.3(d)(ii)(A) (Notice by Independent Reviewer); or

(ii) if the subject matter of a notice under clause 21.3(d)(ii) (Notice byIndependent Reviewer) is referred for resolution under clause 21.3(e)(ii)(Receipt of notice), on completion of the work (if any) agreed or determinedin accordance with Part L (Dispute Resolution) as remaining to be performedto achieve Freeway Section Completion or Tolling Completion (as the casemay be) of the Construction Activities in relation to that Section.

(g) Resubmission

Clauses 21.3(c) (Inspection by Independent Reviewer), 21.3(d) (Notice byIndependent Reviewer) and 21.3(e) (Receipt of notice) will apply in respect of thenotice under clause 21.3(f) (Further notice) in the same way as if it were the originalnotice under clause 21.3(a) (Notice by Concessionaires).

(h) No restriction on Independent Reviewer

The Independent Reviewer, in making a determination or forming an opinion underthis clause 21.3 (Freeway Section Completion and Tolling Completion):

(i) will not be restricted by any notice, list or opinion already provided underclause 21.3(d) (Notice by Independent Reviewer); and

(ii) will be able to raise any items of work as a ground for determining thatFreeway Section Completion or Tolling Completion (as the case may be) ofthe Construction Activities in relation to a Section has not been achieved.



21.4 Completion certificates(a) Disputes

The State may, within 5 Business Days of receiving a Certificate of Freeway SectionCompletion or a Certificate of Tolling Completion (as the case may be), refer the issueof whether or not Freeway Section Completion or Tolling Completion (as the casemay be) of the Construction Activities in relation to the Section to which thecertificate refers has been achieved for resolution in accordance with Part L (DisputeResolution) (including expert determination).

(b) Effect of Certificates

Subject to clause 21.4(a) (Disputes), upon the issue of a Certificate of FreewaySection Completion or a Certificate of Tolling Completion (as the case may be), theConstruction Activities in relation to the relevant Section will be deemed to haveachieved Freeway Section Completion or Tolling Completion (as the case may be). ACertificate of Freeway Section Completion or a Certificate of Tolling Completion (asthe case may be) will not:

(i) constitute an approval by the State or the Independent Reviewer of theConcessionaires' performance of their obligations under this Deed;

(ii) constitute evidence that the Works comply with the requirements of thisDeed or that all or any of the obligations of the Concessionaires under thisDeed have been satisfied; or

(iii) limit or affect any rights or powers of the State or the Independent Reviewer.

22. Close-Out22.1 Close-Out

(a) Progression

The Concessionaires must (without limiting any other of their obligations under thisDeed) expeditiously and diligently progress the performance of the Close-Out Works.

(b) Notice of Close-Out

As soon as the Concessionaires consider that they have achieved Close-Out of theConstruction Activities in relation to a Section, the Concessionaire must:

(i) notify the State and the Independent Reviewer of their opinion; and

(ii) request the Independent Reviewer to issue a Certificate of Close-Out statingthe date on which the Concessionaires achieved Close-Out of theConstruction Activities.

(c) Inspection by Independent Reviewer

Upon receipt of a notice under clause 22.1(b) (Notice of Close-Out), the IndependentReviewer must, without delay and at the latest within 7 Business Days of receivingsuch notice, inspect the Works in relation to the relevant Section with the State and theConcessionaires.

(d) Notice by Independent Reviewer

As soon as possible after inspecting the relevant Works, and at the latest within 5Business Days after doing so, the Independent Reviewer must:

(i) if Close-Out of the Construction Activities has been achieved, issue to theState and the Concessionaires a Certificate of Close-Out of the ConstructionActivities certifying that Close-Out of the Construction Activities has takenplace and the Date of Close-Out of the Construction Activities; or



(ii) if Close-Out of the Construction Activities has not been achieved, issue anotice to the State and the Concessionaires listing the work remaining to beperformed to achieve Close-Out of the Construction Activities.

(e) Receipt of notice

Without limiting any of the Concessionaires' obligations under this Deed (including inrespect of the correction of Defects), upon receipt of a notice under clause 22.1(d)(ii)(Notice by Independent Reviewer), the Concessionaires:

(i) must (without limiting any of their other obligations under this Deed)expeditiously and diligently progress performance of the work specified inthe notice; and

(ii) may refer the subject matter of the notice for resolution in accordance withPart L (Dispute Resolution) (including expert determination).

(f) Further notice

The Concessionaires must give notice to the State and the Independent Reviewer:

(i) on completion by the Concessionaires of the work listed in the notice issuedunder clause 22.1(d)(ii) (Notice by Independent Reviewer); or

(ii) if the subject matter of a notice under clause 22.1(d)(ii) (Notice byIndependent Reviewer) is referred for resolution under clause 22.1(e)(ii)(Receipt of notice), on completion of the work (if any) agreed or determinedin accordance with Part L (Dispute Resolution) as remaining to be performedto achieve Close-Out of the Construction Activities in relation to thatSection.

(g) Resubmission

Clauses 22.1(c) (Inspection by Independent Reviewer), 22.1(d) (Notice byIndependent Reviewer) and 22.1(e) (Receipt of notice) will apply in respect of thenotice under clause 22.1(f) (Further notice) in the same way as if it were the originalnotice under clause 22.1(b) (Notice of Close-Out).

(h) No restriction on Independent Reviewer

The Independent Reviewer, in making a determination or forming an opinion underthis clause 22.1 (Close-Out):

(i) will not be restricted by any Certificate of Tolling Completion or noticealready provided under clause 22.1(d)(ii) (Notice by Independent Reviewer)or by any notice or list issued by the State under clause 23.1(b) (Notice) tothe Concessionaires or by the obligation of the Concessionaires under thisDeed to correct any Defects; and

(ii) will be able to raise any items of work as a ground for determining thatClose-Out of the Construction Activities in relation to a Section has not beenachieved.

22.2 Certificate of Close-Out(a) Disputes

The State may, within 5 Business Days of receiving a Certificate of Close-Out, referthe issue of whether or not Close-Out of the Construction Activities in relation to theSection to which the certificate refers has been achieved for resolution in accordancewith Part L (Dispute Resolution) (including expert determination).



(b) Effect of Certificate

Subject to clause 22.2(a) (Disputes), upon the issue of a Certificate of Close-Out, theConstruction Activities in relation to the relevant Section will be deemed to haveachieved Close-Out. A Certificate of Close-Out will not:

(i) constitute an approval by the State or the Independent Reviewer of theConcessionaires' performance of their obligations under this Deed;

(ii) constitute evidence that the Works comply with the requirements of thisDeed or that all or any of the obligations of the Concessionaires under thisDeed have been satisfied; or

(iii) limit or affect any rights or powers of the State or the Independent Reviewer.

23. Defects Liability Period for Returned Facilities23.1 State direction

(a) Correction

ConnectEast must correct all Defects in respect of the Returned Facilities during therelevant Defects Liability Period.

(b) Notice

Without limiting clause 23.1(a) (Correction) if, during the relevant Defects LiabilityPeriod, the State considers (or is notified by the relevant Facility Owner) that there is aDefect in respect of a Returned Facility, the State may give ConnectEast a noticeidentifying the Defect and requiring ConnectEast to correct the Defect, specifying areasonable time within which to do so.

23.2 Correction of DefectIf a notice is given under clause 23.1(b) (Notice) prior to the date falling 30 Business Days afterexpiration of the relevant Defects Liability Period, ConnectEast must expeditiously anddiligently progress correction of the Defect:

(a) within the time specified in the State's notice;

(b) so as to minimise any adverse effect on the use of the Returned Facility; and

(c) in a manner which minimises any adverse effect upon the users of the Works or theFacilities.

For the avoidance of doubt, this clause 23.2 (Correction of Defect) and clause 23.3 (Failure byConnectEast to comply with direction) do not exclude any rights the State may have to recoverdamages from the Concessionaires for breach of this Deed or limit or affect the State's rightsunder clause 5 (Bonds).

23.3 Failure by ConnectEast to comply with directionIf ConnectEast does not comply with a notice given under clause 23.1(b) (Notice), the Statemay:

(a) apply for, and the court may grant, an order for specific performance of the State'srequirement;

(b) notify ConnectEast that the relevant Facility Owner wishes to accept such Defect, inwhich case ConnectEast must pay the relevant Facility Owner the amount certified bythe Independent Reviewer as being the greater of:

(i) the costs which would have been incurred by ConnectEast had the worknecessary to rectify the Defect identified or notified by the State been carriedout; or



(ii) the diminution in value of the Returned Facility as a consequence of theDefect; or

(c) correct the Defect itself or engage others to correct the Defect, in which case the costsincurred (including any Liability) by the State in so doing will be a debt due andpayable by ConnectEast to the State.

23.4 Notice of correctionConnectEast must give notice to the State and the Independent Reviewer that the Defect hasbeen corrected promptly after correction of the Defect.

23.5 Duration of Defects Liability PeriodsEach Returned Facility has:

(a) a Defects Liability Period which begins on:

(i) the date on which ConnectEast provides to the State and the IndependentReviewer the last of the notices required under clauses 20.8(b)(ii) and20.8(b)(iii) (Handover of Returned Works) (as applicable) and20.8(b)(iv)(A) (Handover of Returned Works);

(ii) if clause 20.8(b)(iv)(B) (Handover of Returned Works) applies, the datefalling 10 Business Days after ConnectEast has provided to the State and theIndependent Reviewer the last of the notices or statements required underclauses 20.8(b)(ii) and 20.8(b)(iii) (Handover of Returned Works) (asapplicable) and 20.8(b)(iv)(B) (Handover of Returned Works), provided thatthe Independent Reviewer has not objected to the handover of the relevantReturned Facility as contemplated by that clause; or

(iii) in respect of a Bypass, the Date of Freeway Section Completion of therelevant Section,

and which expires 24 months after the last Date of Close-Out; and

(b) a further Defects Liability Period in respect of any work the subject of a notice underclause 23.1(b) (Notice) relating to a Returned Facility, which begins on the date onwhich the Defect is corrected in accordance with this Deed and which expires on thelater of the date which is:

(i) 24 months after the last Date of Close-Out; and

(ii) 12 months after the date on which the Defect is corrected in accordance withthis Deed.

23.6 Advice to FinanciersThe State may provide to the Financiers a copy of any notice from the State to ConnectEastunder clause 23.1(b) (Notice).

23.7 DisputeAny dispute as to the amount payable by ConnectEast under clause 23.3 (Failure byConnectEast to comply with direction) or the existence of a Defect may be referred by either theState or the Concessionaires for resolution in accordance with Part L (Dispute Resolution)(including expert determination).



PART E. OPERATION PHASE

24. Requirement to operate, maintain and repair24.1 General requirements in respect of Freeway

During the Concession Period, ConnectEast must operate, maintain and repair each FreewaySection which has achieved Freeway Section Completion so that:

(a) each Concessionaire complies with this Deed;

(b) the relevant Freeway Section remains at all relevant times fit for its intended purpose,subject to any Defects which are being corrected by the relevant Concessionaire inaccordance with clause 19.4 (Defects); and

(c) the relevant Freeway Section is operated, maintained and repaired in accordance withOperation and Maintenance Best Practices.

24.2 General requirements in respect of Maintained Off-Freeway FacilitiesDuring the Concession Period, ConnectEast must maintain and repair each of the MaintainedOff-Freeway Facilities in accordance with this Deed, so that:

(a) the Concessionaires comply with this Deed;

(b) the Maintained Off-Freeway Facilities remain at all relevant times fit for theirintended purposes; and

(c) the Maintained Off-Freeway Facilities are maintained and repaired in accordance withOperation and Maintenance Best Practices.

24.3 General requirements in respect of Median(a) Continuing obligation to maintain or repair

During the Concession Period, unless and to the extent that:

(i) the State instructs ConnectEast to cease such maintenance or repair (inwhole or in part) whether temporarily or permanently; or

(ii) the State requires a partial surrender of the Freeway Lease in relation to thewhole or part of the Median in accordance with clause 12.4 (Partialsurrender of Freeway Lease) and does not notify ConnectEast that the Staterequires ConnectEast to continue to maintain or repair the Median or part ofthe Median required to be surrendered under clause 12.4(a) (State mayrequire surrender),

ConnectEast must maintain and repair the Median so that:

(iii) the Concessionaires comply with this Deed;

(iv) the Median remains at all times fit for its intended purpose as a freewaymedian; and

(v) the Median is maintained and repaired in accordance with Operation andMaintenance Best Practices.

(b) State to pay ConnectEast's costs

If the State requires ConnectEast to continue to maintain or repair the Median, inwhole or in part, whether temporarily or permanently under clause 12.4(a) (State mayrequire surrender), the State agrees to reimburse ConnectEast for its reasonableincremental costs (if any) incurred in connection with continuing to repair or maintainthe relevant part of the Median.



25. Opening of a Freeway Section25.1 No opening prior to Freeway Section Completion

A Freeway Section may not be opened for public use prior to Freeway Section Completion ofthe Construction Activities in relation to the relevant Section.

25.2 Open as soon as practicableAs soon as practicable after Freeway Section Completion of the Construction Activities inrelation to a Section, ConnectEast must open the relevant Freeway Section (or in the case of aBypass, not hinder or prevent the opening of the Bypass) to public use for the safe, efficient andcontinuous passage of vehicles.

25.3 Even if no Tolling CompletionConnectEast must comply with clause 25.2 (Open as soon as practicable) even if theConstruction Activities in relation to the relevant Section have not achieved TollingCompletion.

25.4 Open in correct order(a) Intended Order

Unless the State otherwise consents in accordance with clause 25.4(d) (Election byState), ConnectEast must open the following Freeway Sections in the following order:

(i) the Freeway Section contained in Section 4;

(ii) the Freeway Section contained in Section 2;

(iii) the Freeway Section contained in Section 3; and

(iv) the Freeway Section contained in Section 1.

(b) Request for change

ConnectEast may, by notice to the State, request that the Freeway Sections are openedin a different order to that specified in clause 25.4(a) (Intended Order).

(c) Requirements of notice requesting change

Any notice by ConnectEast under clause 25.4(b) (Request for change) must:

(i) be given to the State as soon as practicable after ConnectEast becomes awareof any circumstances that may result in ConnectEast requesting a change tothe order in which the Freeway Sections are to be opened; and

(ii) set out the proposed revised order in which the Freeway Sections will beopened and the basis for the proposal.

(d) Election by State

Within 45 Business Days of receipt by the State of a notice from ConnectEast underclause 25.4(b) (Request for change), the State must:

(i) consider ConnectEast's request having regard to any potential impact on thetransport network; and

(ii) advise ConnectEast that it:

(A) consents to ConnectEast's request under clause 25.4(b) (Requestfor change);

(B) rejects ConnectEast's request under clause 25.4(b) (Request forchange); or



(C) requires further information from ConnectEast regarding therequest under clause 25.4(b) (Request for change). If so,ConnectEast must provide the additional information sought by theState within a further period of 10 Business Days, after which theState must respond in terms of sub-paragraphs (A) and (B) within10 Business Days.

(e) Good faith discussions

If the State advises ConnectEast under clause 25.4(d)(ii)(B) (Election by State) that itrejects ConnectEast's request under clause 25.4(b) (Request for change):

(i) the State will, if requested by ConnectEast, enter into good faith discussionswith ConnectEast with a view to agreeing a reasonably practical approach toaddressing the potential impact on the transport network of opening theFreeway Sections in the order proposed by ConnectEast and allowingConnectEast to open the Freeway Sections in that order;

(ii) ConnectEast will reimburse the State for its costs in reviewing anddiscussing any proposal and implementing any such agreement; and

(iii) nothing in this clause 25.4(e) (Good faith discussions) will relieve aConcessionaire of its obligations under clause 20.2 (Obligation to complete).

25.5 Requirements for openingConnectEast must:

(a) give notice to the State of its good faith estimate of a 14 day period within which itanticipates opening a Freeway Section for public use at least 60 Business Days beforethe start of that 14 day period and update that estimate as soon as practicable if itmaterially changes;

(b) give notice to the State of its intended date to open a Freeway Section for public use atleast 20 Business Days (or such lesser period as may be agreed between the State andConnectEast) prior to the Freeway Section being opened;

(c) otherwise liaise with the State to ensure that the opening of a Freeway Section ismanaged effectively;

(d) effect all insurances required under clause 51.3 (Operation phase insurance) in relationto the Freeway Section to be opened prior to opening the Freeway Section for publicuse; and

(e) if a Freeway Section is the first to be opened for public use, do those things required tobe done under clauses 31.2 (Maintenance budget), 31.3 (Maintenance and RepairsAccount) and 51.13 (Insurance Proceeds Account) prior to opening the FreewaySection for public use.

26. Obligation to keep Freeway Section open26.1 Continuous opening

Subject to clause 26.2 (Closure in certain circumstances), after ConnectEast has opened aFreeway Section for public use, ConnectEast must keep all traffic lanes of that Freeway Sectionin their entirety open to the general public for the safe, efficient and continuous passage ofvehicles during the Concession Period whether or not Tolling Completion with respect to theSection has occurred.

26.2 Closure in certain circumstancesConnectEast may close the whole or part of a Freeway Section if:



(a) compliance with this Deed expressly requires it to do so or the proper performance ofConnectEast's maintenance obligations under this Deed necessarily requires it so todo, but in each case so that the adverse effect on traffic flow is minimised to the extentreasonably practicable, ConnectEast complies with the Traffic Management Plans, tothe extent applicable, and provided that users of the Freeway are given adequate noticeof the closure as soon as practicable both before they come onto the Freeway and priorto the last reasonable opportunity to divert off that Freeway Section; or

(b) it is necessary to do so by reason of:

(i) the requirements of any relevant Government Agency of the State;

(ii) a material risk to the health or safety of members of the general public; or

(iii) for any other reason which the State agrees.

26.3 Notice of closureIf ConnectEast closes or proposes to close any part of the Freeway for any reason, ConnectEastmust promptly notify the State specifying the reasons for such closure.

27. Public useThe Concessionaires must not use or permit the use of the Freeway or any part of it for anypurpose other than public roads or as permitted under clause 28.2 (Advertising Signs).

28. Signs and speed cameras28.1 Traffic Signs

(a) ConnectEast to display signs

ConnectEast must erect or display, and must operate, maintain and repair traffic signs(whether directional, commercial, drive time indicators or other signs) on the LeasedArea and, provided that the State procures that ConnectEast has sufficient right to doso, on land other than the Leased Area, as required by the Project Scope and ProjectRequirements or any reasonable requirement of the State.

(b) Signs displayed by VicRoads

(i) Usual signs

The parties acknowledge that VicRoads may erect, display, operate,maintain and repair traffic signs relating to the Freeway outside the LeasedArea as and when, and to an extent and of a nature, consistent with thatwhich VicRoads does from time to time in relation to other freeways.

(ii) Toll signs

The State will procure that VicRoads erects, displays, operates, maintainsand repairs signs outside the Leased Area relating to the Freeway beingtolled (including signs identifying that tolls are charged for use of vehicleson the Freeway or advice as to alternative routes) as and when, and to anextent and of a nature, consistent with that which VicRoads does from timeto time in relation to other Toll Roads.

28.2 Advertising Signs(a) Right to display

Subject to clauses 27 (Public use), 28 (Signs and speed cameras), 34.1 (CustomerService Roll Out Program), 34.4 (Customer Services) and any applicable planning



requirements whether under the Project Legislation or otherwise, the Concessionairesmay erect or display Advertising Signs only:

(i) on the Leased Area and the Licensed Area;

(ii) in accordance with the standards set out in the Project Scope and ProjectRequirements; and

(iii) with the prior approval of the State (subject to such conditions, if any, as theState may require).

(b) Removal of Advertising Signs at end of the Concession Period

At the end of the Concession Period, ConnectEast must, at the State's election, either:

(i) leave the Advertising Signs in place, in their condition immediately beforethe end of the Concession Period; or

(ii) comply with all directions of the State to remove the Advertising Signs fromthe Leased Area or the Licensed Area and make good any damage caused bytheir replacement or removal.

28.3 Speed cameras, vehicle detection loops and other devicesThe Concessionaires acknowledge that the State or its nominee may, from time to time, install,operate, maintain, test and repair speed cameras, vehicle detection loops or any other devicenecessary or desirable to monitor compliance with the Road Safety Act 1986 (Vic) or theTransport Act 1983 (Vic) in, on or outside the Licensed Area or Extended Project Area and forthese purposes, to the extent the Extended Project Area is the subject of a Freeway Lease or aLand Licence, will be permitted access in accordance with and subject to clauses 3(Reservations) and 12 (Access) of the terms of the relevant Freeway Lease or Land Licence.

29. Inspection29.1 State's right to inspect

Without derogating from the State's rights under clause 70 (Step-In) and subject to clause 29.2(No notice in certain circumstances), the State and its Associates may, and each Concessionairemust procure that they are permitted to, at any time during the Concession Period on 3 BusinessDays notice enter the Leased Area or any other premises from which the Freeway (includingany part of the Tolling System and any computer systems) or the Maintained Off-FreewayFacilities are located or being operated, maintained or repaired (as applicable) during operatinghours to inspect and observe the use, operation, maintenance or repair of the Freeway or the use,maintenance or repair of the Maintained Off-Freeway Facilities or to exercise any right orperform any obligation which the State or SEITA has under any Project Document.

29.2 No notice in certain circumstancesThe State may exercise its rights under clause 29.1 (State's right to inspect), without givingnotice:

(a) not more than once in any 6 month period subject to clause 29.2(b) (No notice incertain circumstances); and

(b) even if the State has inspected in that 6 month period under clause 29.2(a) (No noticein certain circumstances), at any time, in the case of an emergency.



30. Performance of operation, maintenance and repair activities30.1 Requirements

Without limiting clause 24 (Requirement to operate, maintain and repair), in operating,maintaining or repairing the Freeway or maintaining or repairing the Maintained Off-FreewayFacilities, ConnectEast must:

(a) act in a timely and expeditious manner;

(b) once it has commenced any operation, maintenance or repairs, coordinate and proceedwith the operation, maintenance or repairs expeditiously and take all reasonable steps(including re-scheduling other operation, maintenance or repairs) to minimise anydisruption or risk to the users of the Freeway, members of the general public orVictorian Government Agencies;

(c) give priority to the safety of users of the Freeway or persons or property otherwiseaffected by the operation, maintenance or repair of the Freeway; and

(d) on completion of any maintenance or repair work, remove all temporary protection orother structures or equipment erected in connection with that work as soon aspracticable in accordance with good safety practices.

30.2 Damage(a) Avoid damage

During the Concession Period, the Concessionaires must, and must procure that theAssociates of either or both of them, and their Associates must take all reasonablemeasures to avoid interference with, or obstruction or damage to, any property,whether or not in the vicinity of the Facilities, and whether or not the interference ordamage arises out of the design, construction, commissioning, operation, maintenanceor repair (as the case may be) of the Facilities.

(b) Make good

If any damage (including any failure to remediate) is caused to any property by aConcessionaire or any of its Associates in designing, constructing, commissioning, (orin the case of ConnectEast, operating, maintaining or repairing) its Facilities, thatConcessionaire must promptly make good the damage at its own cost and expense andpay any compensation payable in connection with the damage.

31. Maintenance and repair31.1 Maintenance and repairs

(a) Obligation to maintain

Without limitation to clause 23 (Defects Liability Period for Returned Facilities),during the Concession Period, ConnectEast must maintain, and must promptly repairand make good any damage to or defect, error, omission, shrinkage, movement,deficiency or subsidence in (otherwise than to the extent that clause 47.2 (Damage)applies), the Facilities or any failure of the Facilities to comply with this Deed or notbe fit for their intended purposes (other than any Returned Facilities which have beenhanded over to the relevant Facility Owner in accordance with this Deed) to maintainfitness for intended purpose, compliance with the requirements of this Deed and thestandards of finish, quality and condition set out or referred to in the Project Scope andProject Requirements, the Design Documentation and the Operation and MaintenanceManuals. If the Facilities or any part of them (other than any Returned Facilitieswhich have been handed over to the relevant Facility Owner in accordance with thisDeed) must be upgraded, refurbished or replaced to ensure that they comply with the



requirements of this Deed or are at all relevant times fit for purpose, then ConnectEastmust promptly undertake that upgrade, refurbishment or replacement.

(b) Manner of performance

ConnectEast must perform its obligations under clause 31.1(a) (Obligation tomaintain) in the manner (if any) set out or referred to in the Project Scope and ProjectRequirements and the Operation and Maintenance Manuals and (in any event) as if theperformance of those obligations comprised Construction Activities or OperationActivities (as the case may be) as referred to in clause 55.1(a) (Mitigation).

31.2 Maintenance budget(a) Provision of initial budget

Before the first Freeway Section is opened for public use, ConnectEast must give tothe State a budget in relation to the Maintenance and Repairs Account for the:

(i) remainder of the Financial Year in which that Freeway Section is opened;and

(ii) the following Financial Year.

(b) Provision of further budgets

Prior to the commencement of each succeeding Financial Year, ConnectEast mustgive to the State:

(i) a revised budget in relation to the Maintenance and Repairs Account for theFinancial Year which will begin on 1 July; and

(ii) a budget in relation to the Maintenance and Repairs Account for theFinancial Year following the Financial Year referred to in sub-paragraph (i).

(c) Budget requirements

Each budget referred to in this clause 31.2 (Maintenance budget) must:

(i) specify authorised expenditure for each item referred to in clause 31.3(b)(Account balance) in such detail as the State may reasonably require; and

(ii) be reconciled with the Forecast Maintenance Program and provide suchdetails as the State may reasonably require explaining any discrepancy.

31.3 Maintenance and Repairs Account(a) Establish account

By the date the first Freeway Section is opened for public use, ConnectEast must:

(i) establish an account to be known as the Maintenance and Repairs Account;

(ii) maintain that account in the name of ConnectEast with a financial institutionnominated by ConnectEast and approved by the State (such approval not tobe unreasonably withheld) or with a financial institution which is a party tothe Finance Tripartite Agreement;

(iii) give details of that account to the State;

(iv) notify the financial institution referred to in sub-paragraph (ii) of the chargeover the Maintenance and Repairs Account in accordance with the StateDeed of Charge and procure, and copy the State with, acknowledgment ofthat notice from the financial institution; and

(v) procure the agreement of the financial institution referred to in sub-paragraph (ii) not to exercise any right of set off or combination of accountsin relation to the Maintenance and Repairs Account.



(b) Account balance

ConnectEast must ensure that the balance of the Maintenance and Repairs Account isat all times sufficient to fund periodic maintenance and capital works and anticipatedrepairs expenditure for the Freeway and the Maintained Off-Freeway Facilitiesincluding:

(i) upgrading of the Tolling System to comply with the requirements of thisDeed;

(ii) other capital equipment replacement costs; and

(iii) maintenance expenditure,

calculated as the sum of:

(iv) 67% of the amount of such expenditure budgeted to be incurred in the nextrolling 12 month period; plus

(v) one third of the amount of such expenditure budgeted to be incurred in thenext rolling 12 to 24 month period.

(c) Application of moneys

Moneys in the Maintenance and Repairs Account may only be applied for periodicmaintenance, capital works and repairs expenditure (including the purposes specifiedin clause 31.3(b) (Account balance)).

(d) Records

At the time it is required to provide the report under clause 64.2(e)(iv) (Periodicreporting), ConnectEast must give to the State records of expenditure from theMaintenance and Repairs Account for the previous 6 month period sufficient to enablethe State to readily reconcile those records to the relevant budget provided underclause 31.2 (Maintenance budget).

31.4 Forecast Maintenance ProgramAt least every 5 years during the Concession Period, ConnectEast must fully update the ForecastMaintenance Program to permit the Concessionaire to comply with its operation, maintenanceand repair obligations under this Deed. ConnectEast must promptly (and no later than within 10Business Days of each 5 year anniversary of the Commencement Date) provide a copy of theForecast Maintenance Program to the State. If the State considers that the ForecastMaintenance Program provided by ConnectEast does not comply with the requirements of thisclause 31.4 (Forecast Maintenance Program), the State may provide ConnectEast with reasonsfor its opinion. Upon receiving such reasons, ConnectEast must consult with the State in goodfaith in order to agree the Forecast Maintenance Program. If the Forecast Maintenance Programis not agreed within 20 Business Days of ConnectEast receiving the reasons of the State underthis clause 31.4 (Forecast Maintenance Program), either the State or ConnectEast may refer thematter for resolution in accordance with Part L (Dispute Resolution) (including expertdetermination).

32. Emergencies and incidents32.1 Emergency Exercise

(a) Frequency

At least once every year, ConnectEast must conduct an emergency exercise(Emergency Exercise) to test and validate the Incident Management Plan.



(b) Emergency Exercise for tunnels

ConnectEast must, in addition to an Emergency Exercise conducted under clause32.1(a) (Frequency), with respect to any Section where the Works to be carried outinclude a tunnel, carry out an Emergency Exercise prior to and as a conditionprecedent to Freeway Section Completion of the Construction Activities in relation toeach such Section.

(c) Form

The Emergency Exercise may be:

(i) a full physical simulation conducted on the Freeway (including the tunnels);or

(ii) a desk top simulation,

of:

(iii) an emergency on or near the Freeway (including the tunnels); and

(iv) a response on the Freeway (including the tunnels) to the emergency usingthe Incident Management Plan.

(d) Mandatory physical simulation

At least once every 3 years, the Emergency Exercise must be a full physicalsimulation conducted on the Freeway (including the tunnels). ConnectEast must givethe State and the members of the Incident Planning Committee at least 20 BusinessDays notice of an Emergency Exercise and allow each of the State and those members(or their nominees) to observe the exercise.

(e) Updating processes

ConnectEast must update the Incident Management Plan and any other relevantprocedures or systems to address any inadequacies or problems identified as a result ofthe Emergency Exercise.

32.2 Notification of damage or serious accidentsDuring the Concession Period, ConnectEast must promptly give the State a report in such detailas the State may reasonably require of:

(a) any serious accidents involving any loss, injury or damage to persons (includingdeath) or property of any kind, of which ConnectEast is aware which have occurred onthe Freeway; and

(b) any other material incidents involving the Freeway.

PART F. TOLLING

33. Tolling33.1 Tolling System requirements

ConnectEast must ensure that the Tolling System:

(a) does not impede the flow of traffic on the Freeway or any Freeway Section or Bypass;

(b) operates so that vehicles can travel at speeds and in the manner as set out in theProject Scope and Project Requirements, when entering, travelling along and leavingthe Freeway or any Freeway Section or Bypass without being required to slow downor stop;

(c) is electronic;



(d) operates in a manner which conforms with whichever in each case is the more onerousof all standards and requirements:

(i) as outlined in the Project Scope and Project Requirements; or

(ii) applied by Law from time to time; and

(e) is readily capable of being Interoperable with all other Toll Roads the operation ofwhich is subject to the Tolling Agreement.

33.2 Review of Tolling System(a) Submission of Review Materials

Notwithstanding clause 18.4 (Review of Design Documentation), ConnectEast must,before the first Date of Tolling Completion (other than for Sections 5 or 6):

(i) submit to the Escrow Agent a complete and accurate set of all Source CodeMaterials in the format specified in the Escrow Agreement;

(ii) submit to the State a complete and accurate list of any Third Party Materialsapproved by the State under clauses 2.3(a) (Approval) and 2.4(g) (SourceCode Materials for Third Party Material) of the IP Licence Deed;

(iii) submit to the State evidence of ConnectEast's ability to provide or procurethe services referred to in clause 3 (Provision of Services) of the IP LicenceDeed;

(iv) to the extent that ConnectEast is to procure from third parties any of theservices referred to in clause 3 (Provision of Services) of the IP LicenceDeed, submit to the State undertakings in favour of the State, in a formreasonably acceptable to the State, from all such third parties in relation tothe provision of those services; and

(v) submit details of the Tolling System to the State for review,

(Review Materials).

(b) Review of Source Code Materials

The State may review the Source Code Materials delivered to the State under clause33.2(a) (Submission of Review Materials) in accordance with clause 4 of the EscrowAgreement (Verification).

(c) Explanation of Review Materials

If requested by the State, ConnectEast must make available the appropriate personnelto explain the Review Materials or provide information or such matters in relation tothe Review Materials as the State reasonably requests, and in such form and substanceas the State reasonably requests.

(d) Objection

The State may object to the proposed Tolling System if:

(i) following review of the Source Code Materials in accordance with clause33.2(b) (Review of Source Code Materials), the State is not satisfied that theSource Code Materials are complete, accurate and sufficient to enable anappropriately qualified person to use, reproduce, modify and maintain theTolling System;

(ii) ConnectEast has not provided the list of approved Third Party Materials asrequired by clause 33.2(a)(ii) (Submission of Review Materials);

(iii) ConnectEast has not provided the undertakings referred to in clause33.2(a)(iv) (Submission of Review Materials); or



(iv) the State is not satisfied that the details provided under clause 33.2(a)(Submission of Review Materials) reasonably establish that:

(A) all hardware and equipment used from time to time as part of theTolling System will be generally commercially available onreasonable commercial terms from sources other than ConnectEast;

(B) ConnectEast will be able to provide or procure the services referredto in clause 3 (Provision of Services) of the IP Licence Deed; and

(C) by the use of reasonable endeavours ConnectEast would be able tocomply with its obligations under clause 33.1 (Tolling Systemrequirements) if Tolling Completion with respect to all FreewaySections was achieved.

(e) Timing

The State must make a decision as to whether or not it will object to the proposedTolling System and advise ConnectEast of its decision within 30 Business Days afterthe later of receipt of:

(i) the submitted Review Materials; and

(ii) any further particulars which the State may, within 30 Business Days ofsubmission by ConnectEast of the Review Materials or previously submittedfurther particulars, reasonably request of ConnectEast.

(f) Dispute

ConnectEast may refer any dispute as to the State's objection under clause 33.2(f)(Dispute) for resolution in accordance with Part L (Dispute Resolution) (includingexpert determination).

33.3 Changes to Tolling System(a) State approval

ConnectEast must obtain the prior approval of the State to any material change in theTolling System.

(b) Update Technology

Without limiting clause 56.5 (Update technology), consistent with Operation andMaintenance Best Practices and Customer Service Practices Requirements,ConnectEast must develop and improve the Tolling System, having regard to:

(i) advancements in technology;

(ii) the most appropriate and efficient means of Tolling, from the perspective ofCustomers and users of the Freeway; and

(iii) without limiting sub-paragraphs (i) and (ii) the means of Tolling offered byother Toll Road Service Providers.

(c) Conditions for approval

The State may not unreasonably withhold its approval if either:

(i) ConnectEast is required to make the change having regard to clause 56.5(Update technology); or

(ii) the change, if made, would not:

(A) result in a breach of this Deed; and

(B) be to the detriment of the State, users of the Freeway or othermembers of the general public.



(d) Disputes

ConnectEast may refer any dispute as to the approval or withholding of the approvalof the State under this clause 33.3 (Changes to Tolling System) for resolution inaccordance with Part L (Dispute Resolution) (including expert determination).

(e) No limitation

Approval under this clause 33.3 (Changes to Tolling System) does not limit anyobligation of the Concessionaires under any other provision of this Deed.

33.4 Commencement of Tolling(a) First Freeway Section to achieve Tolling Completion

Subject to clauses 33.4(d) (Tolling until last Date of Tolling Completion), 33.4(e)(Toll increase for early opening of Freeway Sections) and 33.5 (Tolls and UserCharges), with respect to the first Freeway Section to achieve Tolling Completion,ConnectEast may only operate the Tolling System, charge or impose any User Chargeor levy tolls for the passage of vehicles on the whole or part of that Freeway Sectionif:

(i) ConnectEast has submitted the Review Materials as required by clause33.2(a) (Submission of Review Materials) and any further particulars asrequired by clause 33.2(e)(ii) (Timing) and the State has not advisedConnectEast of its objection within the time frames specified under clause33.2(e) (Timing);

(ii) the State has approved the Customer Contract for each Nominated TollingProduct under clause 34.6(c) (Approval of Customer Contracts); and

(iii) ConnectEast is entitled to operate the Tolling System, charge or impose anyUser Charge and levy tolls for the passage of vehicles on the whole or part ofthat Freeway Section in accordance with clause 33.4(b) (Requirements forTolling of a Freeway Section).

(b) Requirements for Tolling of a Freeway Section

With respect to a Freeway Section, subject to clause 33.4(a) (First Freeway Section toachieve Tolling Completion), ConnectEast may only operate the Tolling System,charge or impose any User Charge or levy tolls for the passage of vehicles on thewhole or part of that Freeway Section on or after the later to occur of:

(i) the Date of Tolling Completion with respect to the relevant Section; and

(ii) the date fixed by the order of the Governor in Council referred to in clause33.4(c) (Order-in-Council).

(c) Order-in-Council

Provided that:

(i) ConnectEast gives the State at least 20 Business Days notice of the first dateon which ConnectEast will be entitled (but for the making of the Order-in-Council) to levy tolls or charge or impose any User Charge in accordancewith this Deed (Tolling Entitlement Notice); and

(ii) in the State's reasonable opinion ConnectEast will be so entitled (but for themaking of that Order-in-Council) on that date,

the State will procure that the order of the Governor in Council contemplated bysection 196(1) of the Project Legislation is published in the Government Gazette,fixing as the date for the commencement of Tolling of that Freeway Section the datewhich is the later to occur of:

(iii) the date specified by ConnectEast in the Tolling Entitlement Notice; and



(iv) if following receipt by the State of the Tolling Entitlement Notice, there isno meeting of the Governor in Council prior to the date specified byConnectEast in the Tolling Entitlement Notice, a date which is within 2Business Days after the first meeting of the Governor in Council to occurafter the date specified by ConnectEast in the Tolling Entitlement Notice.

(d) Tolling until last Date of Tolling Completion

Until the last Date of Tolling Completion occurs, ConnectEast may only levy tollswith respect to the Sections which have achieved Tolling Completion at 50% of theamount that ConnectEast would otherwise be entitled to levy, unless clause 33.4(e)(Toll increase for early opening of Freeway Sections) applies or the State determines,subject to conditions as the State may decide, that ConnectEast may levy a largerpercentage of the respective amounts ConnectEast would otherwise be entitled to levy.

(e) Toll increase for early opening of Freeway Sections

With respect to a Freeway Section, if the Date of Freeway Section Completion occursand the Freeway Section has been opened to public use for the safe, efficient andcontinuous passage of vehicles:

(i) prior to the Planned Date for Freeway Section Completion; and

(ii) at least 2 months prior to the Date of Tolling Completion,

with respect to that Freeway Section, ConnectEast may levy tolls:

(iii) if the total revenue reasonably expected to be received by ConnectEast willbe sufficient to meet the Freeway Section Costs, at a rate that is equal to75% of the amount that ConnectEast would otherwise be entitled to levyonce the last Date of Tolling Completion has been achieved; or

(iv) if the total revenue reasonably expected to be received by ConnectEast willnot be sufficient to meet the Freeway Section Costs, at a rate that is equal tothe lesser of:

(A) a rate that is reasonably expected to be sufficient to enableConnectEast to meet the Freeway Section Costs; and

(B) 90% of the amount that ConnectEast would otherwise be entitled tolevy once the Date of Tolling Completion for the last Section hasbeen achieved.

(f) Tunnel Ventilation Delay

If the only reason that a particular Section of the Freeway has not achieved TollingCompletion is a Tunnel Ventilation Delay, and the Date of Tolling Completion hasoccurred in relation to all other Sections, the Concessionaires may charge 90% of thetolls for each Section for which the Date of Tolling Completion has occurred,provided however that:

(i) the Tunnel Ventilation Delay is not due to any default by theConcessionaries or their Contractors in the performance of their obligationsunder the Transaction Documents; and

(ii) the Concessionaires and their Contractors have complied with clause 20.5(Mitigation).

(g) Tolling if last Section is a Bypass

If the Date of Tolling Completion has occurred for Sections 1, 2, 3 and 4, then thereferences to '50%' in clause 33.4(d) (Tolling until last Date of Tolling Completion)and '75%' in clause 33.4(e)(iii) (Toll increase for early opening of Freeway Sections)will be deemed to be references to '95%'.



(h) Acknowledgment

For the avoidance of doubt, the Concessionaires acknowledge and agree that, inrespect of Sections 5 and 6, the Concessionaires have no right to and must not operatethe Tolling System, charge or impose any User Charge or levy tolls for the passage ofvehicles on the whole or part of that Section.

33.5 Tolls and User Charges(a) Prohibition on tolls and User Charges

ConnectEast must ensure that no toll, User Charge or other amount is levied, chargedor imposed on, or required to be paid, advanced or deposited by any person inconnection with use of or an entitlement to use the Freeway (or any part of theFreeway) or otherwise in connection with the Freeway, other than:

(i) subject to clauses 33.4(d) (Tolling until last Date of Tolling Completion),33.4(e) (Toll increase for early opening of Freeway Sections), 33.4(f)(Tunnel Ventilation Delay) and 33.4(g) (Tolling if last Section is a Bypass)tolls levied or User Charges payable in accordance with the Toll CalculationSchedule; or

(ii) amounts equivalent to, and not exceeding the amounts of, such tolls andImage Processing Fees which are recoverable under any InteroperableAgreements with respect to use of the Freeway (or any part of the Freeway).

(b) Exempt Vehicles

(i) The Governor in Council may make regulations exempting the ExemptVehicles from the payment of tolls.

(ii) ConnectEast must not levy a toll or charge or impose any User Charge inrespect of any use of the Freeway (or any part of the Freeway) by ExemptVehicles.

33.6 Revenue and returns(a) Concessionaire revenue and returns

ConnectEast may only derive revenue or other returns from:

(i) tolls levied and User Charges charged or imposed in accordance with thisDeed;

(ii) payments received under Interoperable Agreements relating to use of theFreeway (or any part of the Freeway);

(iii) to the extent considered revenue, amounts collected from ConnectEast'sCustomers for use of another Toll Road in accordance with clause 33.9(c)(ii)(Interoperability fees);

(iv) interest or other returns received on monies held by or on behalf ofConnectEast; and

(v) any other revenue or return approved by the State from activities approvedby the State or permitted under this Deed.

(b) Trustee revenue and returns

The Trustee may only derive revenue or other returns from lease rentals and otheramounts payable under each Freeway Sub-Lease and interest payable under theSecond Onlending Agreement.



(c) Associate revenue and returns

The Concessionaires must procure that after the date of this Deed none of theAssociates of either of them derive revenue or other returns in connection with theProject other than revenue or returns derived:

(i) directly or indirectly from payments made by a Concessionaire; or

(ii) under arrangements on arms length commercial terms, the terms of whichhave been approved by the State.

33.7 Civil Debt and enforcement(a) Acknowledgment

ConnectEast acknowledges that:

(i) the levying of tolls and the charging or imposition of User Charges inconnection with the Freeway is subject to the Project Legislation; and

(ii) each Nominated Tolling Product is a freeway use agreement for the purposesof the Project Legislation.

(b) Tolls and administration fees under the Project Legislation

For the purposes of Division 2 of Part 9 of the Project Legislation:

(i) the tolls that may be charged pursuant to section 197(1)(a) of the ProjectLegislation and demanded pursuant to section 200 of the Project Legislationare those that may be levied pursuant to Part 7.1 (Levying of Toll or UserCharge) of Schedule 4 (Toll Calculation Schedule) in respect of the relevantTrip and category of vehicle at the relevant time; and

(ii) the toll administration fees that may be charged pursuant to section 197(1)(b)of the Project Legislation and demanded pursuant to section 200 of theProject Legislation are those specified in Part 5.6 (Project Legislation) of theToll Calculation Schedule.

(c) Demands

ConnectEast must not issue a demand to any person under the Project Legislation inrespect of one or more Trips by a vehicle unless:

(i) that demand:

(A) includes all Trips made by that vehicle during a period of not lessthan 72 hours, being a period in respect of which a demand has notpreviously been issued to that person in respect of that vehicle(Demand Period), in respect of which:

(I) ConnectEast reasonably believes that that person is liablefor the payment of a toll or a fee;

(II) the applicable tolls and toll administration fees have notbeen paid; and

(III) there is no arrangement for the payment of tolls for thatTrip pursuant to a Nominated Tolling Product.

(Demand Trips); and

(B) aggregates for the Demand Period:

(I) all tolls payable in respect of the Demand Trips; and

(II) all applicable toll administration fees; and



(ii) any period available pursuant to the terms of any Nominated Tolling Productto make arrangements for the payment of the most recent Trip identified inthe demand has expired.

(d) Seeking enforcement action

ConnectEast must not request that the State take enforcement action otherwise than inaccordance with the Project Legislation.

(e) Design and operation of the Tolling System

ConnectEast must design and operate the Tolling System so that it is consistent withand operates consistently with the enforcement regime set out in the ProjectLegislation.

(f) Enforcement Proceeds

(i) If, under the Project Legislation, an Infringement Notice is served and theinfringement penalty is paid within the time for payment stated in theInfringement Notice or payment is accepted in accordance with Section 213of the Project Legislation, the State must pay to ConnectEast the TollInfringement Payment, within 20 Business Days of receiving that payment.

(ii) ConnectEast must refund any amount paid to it in accordance withclause 33.7(f)(i) (Enforcement Proceeds) within 20 Business Days of it beingrequested by the State to do so if the relevant Infringement Notice iswithdrawn by the enforcement officer under the Project Legislation.

(iii) For the purpose of clause 33.7(f)(i) (Enforcement Proceeds) the TollInfringement Payment in respect of an Infringement Notice is the sum of:

(A) the Toll Amount;

(B) the Enforcement Allowance Amount; and

(C) the VicRoads Look Up Fee.

(iv) The Toll Amount is, in relation to an Infringement Notice, the toll payable inaccordance with the Toll Calculation Schedule in respect of the single Tripwhich is the subject of the Infringement Notice.

(v) The Enforcement Allowance Amount is, in relation to an InfringementNotice, the amount specified in Part 5.7 (Enforcement Allowance Amount)of the Toll Calculation Schedule.

(vi) The State must redetermine the Enforcement Allowance Amount on oraround the expiry of the third month after Tolling commences with respectto the first Section to achieve Tolling Completion, with each party bearingthe costs incurred or payable by it in connection with such a redetermination.

(vii) The State must redetermine the Enforcement Allowance Amount ifrequested by ConnectEast to do so, provided the costs incurred or payable bythe State in connection with such a redetermination are paid by ConnectEastpromptly after demand for them.

(viii) The State may redetermine the Enforcement Allowance Amount from timeto time at the cost of the State, provided that the costs incurred or payable byConnectEast in connection with such a determination are paid by the Statepromptly after demand for them.

(ix) Any redetermination of the Enforcement Allowance Amount must be made:

(A) in accordance with the methodology generally applied from time totime in arriving at assessments of costs or proposed statutory rules



for the purpose of inclusion within regulatory impact statementsunder the Subordinate Legislation Act 1994 (Vic); and

(B) with the objective of measuring the reasonable administrative costslikely to be incurred by ConnectEast in connection with:

(I) any request by it under section 207(2) of the ProjectLegislation; and

(II) the undertaking of the steps leading to the making of arequest (under section 207(2) of the Project Legislation)as may be undertaken by the Concessionaire as a result ofa vehicle being driven on the Freeway in contravention ofPart 9 of the Project Legislation,

with respect to the single Trip that is the subject of theInfringement Notice; and

(C) recognising that the Enforcement Allowance Amount is notintended to:

(I) include any amount in respect of tolls; or

(II) fully compensate ConnectEast for costs and expensesincurred in respect of all Trips undertaken on the day towhich the Infringement Notice relates.

(x) ConnectEast must provide such information (including informationconcerning any Contractor or Relevant Entity) to the State as the State mayreasonably consider to be necessary or desirable in order to enable orfacilitate any redetermination of the Enforcement Allowance Amount.

(xi) Any redetermination of the Enforcement Allowance Amount will take effectin the Quarter which first commences after the redetermination is made.

33.8 Marketing of material and assistance(a) Initial dispatch

The State must procure that VicRoads assists in an initial dispatch of marketingmaterial by ConnectEast with motor vehicle registration renewal forms on terms andconditions to be agreed between ConnectEast and VicRoads.

(b) Terms and conditions

The Concessionaires acknowledge and the State acknowledges on behalf of VicRoadsthat the terms and conditions of an agreement between ConnectEast and VicRoadsunder clause 33.8(a) (Initial dispatch) must be commercial.

(c) Other assistance

In addition, if requested by ConnectEast to do so, the State must endeavour in goodfaith to agree on methods by which the State might assist in the implementation of theTolling System and the distribution of products required to facilitate Tolling atConnectEast's cost.

(d) Dispute

The State or ConnectEast may refer any dispute in relation to the terms and conditionsof an agreement under clauses 33.8(b) (Terms and conditions) and 33.8(c) (Otherassistance) directly for expert determination under clause 73 (Expert determination).



33.9 Interoperability(a) Reach agreement

To the extent that such agreements have not been entered into before theCommencement Date, from the Commencement Date, ConnectEast must use itsreasonable endeavours to enter into an agreement (Interoperable Agreement) withrespect to each other Toll Road from time to time so that the Freeway operates on anInteroperable basis which is not disapproved by the State with other Toll Roads. TheState must not disapprove an Interoperable Agreement if that Interoperable basis is onsubstantially the same terms as the interoperable agreements for other Toll Roadsoutside Victoria, or is otherwise efficient, reasonable and effective from theperspective of Customers of ConnectEast and the other Toll Road Service Providerand users of the Freeway and the other Toll Roads.

(b) Information to be provided concerning Interoperable Agreements

ConnectEast must provide the State with:

(i) as soon as practicable after the Interoperable Agreement is made or varied, acopy of each Interoperable Agreement concerning the Freeway; and

(ii) by the day that is 20 Business Days after the end of each 6 month periodfrom the Commencement Date, details of the status of negotiationsconcerning Interoperable Agreements and, to the extent that InteroperableAgreements have been entered into, a report summarising in such detail asthe State may reasonably require, the Interoperable transactions involvingthe Freeway and any other relevant Toll Road.

(c) Interoperability fees

(i) ConnectEast must not recover under an Interoperable Agreement a toll orUser Charge for use of the Freeway (or part of the Freeway) by anInteroperable User which is greater than the toll and, if applicable, anyImage Processing Fee which ConnectEast would be entitled to charge onaccount of the relevant Trip if that Interoperable User had been a Customerof ConnectEast under a Customer Contract for the Nominated TollingProduct referred to in Part 5.1(a) (Nominated Tolling Product) of Schedule 4(Toll Calculation Schedule) or another Nominated Tolling Product agreed bythe State and ConnectEast from time to time.

(ii) If the Customer Contract to which a Customer is a party entitles a vehicle touse another Toll Road that is subject of an Interoperable Agreement,ConnectEast may recover an amount from that Customer for use of that TollRoad by that vehicle. That amount must not exceed the amount which theToll Road Service Provider for that Toll Road is entitled to chargeConnectEast for that use of the Toll Road. ConnectEast may retain fromsuch amount for itself any administrative fee set out in the InteroperableAgreement relating to that Toll Road but must remit the remainder of thatamount to the Toll Road Service Provider that is a party to the InteroperableAgreement.

(iii) ConnectEast must use its best endeavours to procure that each other TollRoad Service Provider does not charge ConnectEast an amount whichexceeds the tolls or User Charges that that Toll Road Service Provider isentitled to levy, charge or impose its Customers (and, for the avoidance ofdoubt, not the amount it is entitled to charge unregistered or uncontractedcasual users of that other Toll Road) in respect only of that trip on the TollRoad.



(d) Dispute

ConnectEast may refer any dispute as to the approval or withholding of approval bythe State under this clause 33.9 (Interoperability) for resolution in accordance withPart L (Dispute Resolution) (including expert determination).

(e) Roaming agreement with CityLink

(i) Subject to clause 33.9(e)(iii) (Roaming agreement with CityLink), the Stateagrees that in entering into the Project Documents, the Concessionaires areentitled to assume that throughout the Concession Period an interoperationand roaming agreement is achieved with the Toll Road Service Provider forthe Melbourne CityLink Toll Road on commercial terms reflecting the netincremental marginal cost of the Toll Road Service Provider for theMelbourne CityLink Toll Road providing roaming services to its Customersusing the Freeway and for ConnectEast's Customers using the MelbourneCityLink Toll Road.

(ii) Subject to clause 33.9(e)(iii) (Roaming agreement with CityLink), the Statewill act to ensure that clause 33.9(e)(i) (Roaming agreement with CityLink)is the case.

(iii) For the purposes of clauses 33.9(e)(i) and (ii) (Roaming agreement withCityLink):

(A) an interoperation and roaming agreement will be deemed to beachieved, and the State will be deemed to have complied fully withclause 33.9(e)(ii) (Roaming agreement with CityLink), if:

(I) such an agreement is or would be available to be enteredinto by the Concessionaires but for one or both of theConcessionaires not having accepted that agreement ornot complying or being able to comply with the terms forthe coming into effect of that agreement (provided thoseterms are commercial and reflect the net incrementalmarginal costs referred to in clause 33.9(e)(i) (Roamingagreement with CityLink));

(II) (other than because the terms of the agreement are notcommercial or do not reflect the net incremental marginalcosts referred to in clause 33.9(e)(i) (Roaming agreementwith CityLink)) an act or omission of, or failure to actreasonably by, a Concessionaire or any of theConcessionaires' Associates have not permitted such anagreement to be achieved or maintained; or

(III) the agreement has been terminated or its scope has beenlimited in accordance with its terms or, without limitingthe Concessionaire's rights arising from the occurrence ofa Discriminatory Change in State Law or a Change inLaw, by either operation of, or rights arising due to, Lawother than expiry of the agreement at the end of itsinitially agreed term (as the initially agreed term may beextended at the election of a Concessionaire or byagreement between the parties to the agreement);

(B) the Concessionaires acknowledge that the net incremental marginalcosts and commercial terms referred to in clause 33.9(e)(i)(Roaming agreement with CityLink) may initially, or from time totime, differ from any such costs or terms which theConcessionaires or any of their Associates may have forecasted orallowed for or may forecast or allow for;



(C) no such agreement is required in relation to the Freeway or theMelbourne CityLink Toll Road to the extent that, and for so longas, there is no entitlement to levy tolls for the use of the Freeway orthe Melbourne CityLink Toll Road, as applicable; and

(D) the Concessionaires acknowledge that, as of the date of this Deed,any interoperation and roaming agreements relating to theMelbourne CityLink Toll Road contemplate only the use of tagbased technology.

(iv) The Concessionaires must provide the State with such assistance andinformation as the State may reasonably require to assist the State to complywith clause 33.9(e)(ii) (Roaming agreement with CityLink) as soon aspracticable.

34. Customer Service34.1 Customer Service Roll Out Program

(a) Submission of program

By no later than 12 months before ConnectEast reasonably anticipates achievingTolling Completion of the first Section to achieve Tolling Completion (other than forSections 5 or 6), ConnectEast must submit to the State and the Independent Reviewera detailed program that complies with clause 34.1(b) (Requirements for CustomerService Roll Out Program).

(b) Requirements for Customer Service Roll Out Program

The Customer Service Roll Out Program must show or attach:

(i) all major activities which are required to commence Tolling of each FreewaySection and otherwise take into account the different times at which TollingCompletion of the Construction Activities in relation to a Section is expectedto occur;

(ii) the estimated duration of each such activity and the key relationshipsbetween such activities;

(iii) plans to ensure the provision and adequate testing of systems to ensureaccurate Tolling, accounting and billing;

(iv) plans to ensure the provision of Customer Services both from the first Dateof Tolling Completion and, to the extent necessary, before that date;

(v) details of resourcing and training strategies;

(vi) procedures for the establishment of Customer accounts and entering intoarrangements with Customers with respect to Tolling and User Charges;

(vii) particulars of the system to be established under clause 34.7 (Dealing withCustomer Complaints);

(viii) proposals for the distribution of the Nominated Tolling Products and anyother products required to enable efficient Tolling and use of the FreewaySection from the perspective of users of the Freeway, taking into accountreasonably anticipated demand;

(ix) a program for publicity and dissemination of information to ensure Tollingcommences in an efficient manner from the perspective of users of theFreeway;



(x) a program for the efficient and effective addressing of queries concerningTolling including providing an appropriate number, and availability, ofcommunication channels;

(xi) a program to ensure that privacy requirements are adhered to; and

(xii) any other matters which may have a material bearing on the commencementof Tolling of each Freeway Section.

34.2 Customer Service Roll Out(a) Review by Independent Reviewer

The Independent Reviewer must review (by general overview and reasonablechecking) ConnectEast's proposed Customer Service Roll Out Program so that theIndependent Reviewer may form an opinion as to whether or not compliance with theCustomer Service Roll Out Program is likely to result in ConnectEast being able tocomply with its obligations to provide Customer Services and Customer Complaintsresolution under this Deed, with respect to each Freeway Section from TollingCompletion of the Construction Activities in relation to the relevant Section.

(b) Notice of non-compliance

If the Independent Reviewer believes that the proposed Customer Service Roll OutProgram is not likely to result in ConnectEast being able to comply with itsobligations to provide Customer Services and address Customer Complaints asrequired under this Deed with respect to each Freeway Section from TollingCompletion of the Construction Activities in relation to the relevant Section, theIndependent Reviewer may give notice to ConnectEast and the State of that opinionand the reasons for that opinion. ConnectEast must then, as soon as practicable, revisethe Customer Service Roll Out Program so that it addresses the IndependentReviewer's concerns and resubmit the program to the State and the IndependentReviewer for review by the Independent Reviewer in accordance with clause 34.2(a)(Review by Independent Reviewer). ConnectEast may refer any dispute concerningthe Independent Reviewer's opinion for resolution in accordance with Part L (DisputeResolution) (including expert determination).

(c) Compliance

As a condition of Tolling Completion of the Construction Activities in relation to aSection (other than for Sections 5 or 6) but subject to clause 34.3 (Amendment toCustomer Service Roll Out Program), ConnectEast must comply in all materialrespects with the Customer Service Roll Out Program to the extent that itcontemplates compliance before Tolling Completion of the Construction Activities inrelation to that Section.

34.3 Amendment to Customer Service Roll Out Program(a) Departure

Provided that ConnectEast has complied with clauses 34.3(b) (Notice of departure)and 34.3(c) (Updated Customer Service Roll Out Program), ConnectEast may departfrom the Customer Service Roll Out Program for reasonable cause with the approvalof the State, acting reasonably (but this clause 34.3(a) (Departure) does not affectConnectEast's obligations or the State’s rights under any provision of this Deed).

(b) Notice of departure

ConnectEast must give notice to the State and the Independent Reviewer in a timelymanner of any proposed or likely material departure from the Customer Service RollOut Program.



(c) Updated Customer Service Roll Out Program

A notice under clause 34.3(b) (Notice of departure) must include an updated CustomerService Roll Out Program incorporating all or any changes in activities, methods,times or sequence of activities and ConnectEast's planned progress towardscommencement of Tolling of each Freeway Section, with the same level of detail asfor the original Customer Service Roll Out Program. The updated Customer ServiceRoll Out Program must be provided for review in accordance with clause 34.2(a)(Review by Independent Reviewer) as if it were the initial Customer Service Roll OutProgram submitted to the State and the Independent Reviewer.

34.4 Customer ServicesConnectEast, in interacting with Customers, potential Customers, users and potential users ofthe Freeway, must provide customer services to a standard that, at a minimum, is consistentwith the standard to which customer services are performed by other Toll Road ServiceProviders and in accordance with the Customer Service Practice Requirements including:

(a) complying with the customer service requirements of the Project Scope and ProjectRequirements;

(b) providing traffic information services and systems to users of the Freeway;

(c) providing traffic incident management (including vehicle breakdown services);

(d) providing readily accessible, efficient and accurate account management services andsystems;

(e) marketing and providing information on the Freeway and Tolling (including offeringappropriate tolling products to different market segments) through appropriatelyavailable and sufficient communications channels (which, among other things, meetthe communications needs of different ethnic groups and disadvantaged groups);

(f) establishing and operating an Interoperable system;

(g) ensuring that appropriate tolling products and arrangements, having regard toConnectEast's obligations under clause 33.3(b) (Update Technology), are madeavailable to users and prospective users of the Freeway;

(h) ensuring that there is no restriction or qualification imposed on persons to whomproducts required for Tolling are distributed or on the use of those products;

(i) ensuring that each potential Customer is made aware of the relative merits of eachNominated Tolling Product and the Customer Contract for the different NominatedTolling Products; and

(j) ensuring that sufficient numbers of adequately trained staff are available to delivercustomer services,

(Customer Services).

34.5 Tolling Products(a) Nominated Tolling Products

Unless otherwise agreed by the State, ConnectEast must make available eachNominated Tolling Product:

(i) pursuant to a Customer Contract for that Nominated Tolling Productapproved by the State in accordance with clause 34.6(c) (Approval ofCustomer Contracts); and

(ii) to all users or potential users of the Freeway.



(b) Limitation on tolling products

The Concessionaires must not offer any tolling product or arrangement in connectionwith the use of or the entitlement to use the Freeway if that tolling product orarrangement is not included in the Toll Calculation Schedule as a Nominated TollingProduct.

34.6 Customer Contracts(a) Terms of Customer Contract

ConnectEast must, in respect of each Nominated Tolling Product:

(i) offer a contract, which:

(A) imposes User Charges in respect of that Nominated TollingProduct that are no greater than the User Charges provided for inthe Toll Calculation Schedule in respect of that Nominated TollingProduct;

(B) provides for the payment or deposit (as applicable) of those UserCharges by a Customer and the application and, if applicable,refund by ConnectEast of those User Charges in circumstances andon terms consistent with the provisions in respect of thatNominated Tolling Product specified in the Toll CalculationSchedule;

(C) provides for each Product Feature applicable to that NominatedTolling Product;

(D) provides for the obligation of ConnectEast to provide to theCustomer who enters into that Customer Contract, its share of anyKPI Credit to be distributed to ConnectEast's Customers inaccordance with clause 34.10 (Reduction of tolls linked toperformance);

(E) complies with the requirements of clause 34.6(b) (Requirementsfor Customer Contracts); and

(F) subject to clause 34.6(c) (Approval of Customer Contracts) is in aform and substance approved by the State,

(in each case a Customer Contract);

(ii) ensure that each user of the Freeway or prospective user of the Freeway isadvised in clear terms that the Customer Contract is available for them toaccept;

(iii) make the terms and conditions attaching to a Customer Contract available toall Customers or prospective Customers of ConnectEast; and

(iv) provide written confirmation to a Customer of the Product Features and UserCharges applicable to that Nominated Tolling Product and the arrangementsfor use of the Freeway (including the name of the Customer, details of thevehicles to which the arrangements relates (including the category of vehicleand the LPN), the period of time covered by that arrangement, and details ofthe payment term and means of payment):

(A) at the time the Customer enters into a Customer Contract for thatNominated Tolling Product; and

(B) in the most expedient manner, having regard to the means bywhich the Customer makes that arrangement for the use of theFreeway.



(b) Requirements for Customer Contracts

ConnectEast must ensure that any written contract and any terms and conditions withits Customers for use of the Freeway or any other Toll Road, the provision of servicesconnected with the Freeway or any other Toll Road, or Tolling or otherwise chargingin relation to the Freeway or any other Toll Road:

(i) use simple, concise and plain language;

(ii) are appropriate for the class or market segment to which the Customerbelongs;

(iii) are fair and reasonable;

(iv) provide for reasonable notice of failure to pay, suspension and terminationconsistent with the terms on which other services in other industry sectorsare typically provided to the general public at large but having appropriateregard to the nature of electronically tolled Toll Roads and, in any event,provide for reminders to be issued with reasonable notice periods prior tosuspension or termination;

(v) indicate the availability of the system established under clause 34.7 (Dealingwith Customer Complaints) for receiving and addressing CustomerComplaints and ensure that complaints and disputes are addressed inaccordance with that system;

(vi) state clearly and with sufficient certainty the rights and responsibilities of theCustomer and ConnectEast;

(vii) do not attempt to exclude any statutory consumer protection;

(viii) advise Customers of ConnectEast's policy and obligations in respect ofprivacy; and

(ix) are readily available to users and potential users of the Freeway to ensurethat they can make informed choices about use of the Freeway or any otherToll Road and the cost of using the Freeway or any other Toll Road.

(c) Approval of Customer Contracts

(i) By no later than 120 Business Days before ConnectEast reasonablyanticipates achieving Tolling Completion in relation to the first Section toachieve Tolling Completion (other than for Sections 5 and 6), ConnectEastmust submit to the State for its approval the proposed Customer Contract foreach Nominated Tolling Product.

(ii) The State must not unreasonably withhold its consent to the proposedCustomer Contract for a Nominated Tolling Product if the proposedCustomer Contract complies with the requirements of clause 34.6(a)(i)(Terms of Customer Contract) (other than the requirement of clause34.6(a)(i)(F) (Terms of Customer Contract)).

(iii) The State must make a decision as to whether or not it will approve aproposed Customer Contract in respect of a Nominated Tolling Product andadvise ConnectEast within 30 Business Days (or such longer period as theState reasonably requests) of receiving the proposed Customer Contractunder clause 34.6(c)(i) (Approval of Customer Contracts), that:

(A) it approves the proposed Customer Contract;

(B) subject to clause 34.6(c) (Approval of Customer Contracts), theproposed Customer Contract is unacceptable to it and the reasonswhy the proposed Customer Contract is unacceptable; or



(C) it requires amendments to the proposed Customer Contracttogether with details of the proposed amendments. If so,ConnectEast must, by notice to the State, confirm whether it agreesto those proposed amendments.

(d) Customer Contract Amendment

(i) ConnectEast must not modify, vary, amend or replace any CustomerContract (Customer Contract Amendment) without obtaining the priorconsent of the State.

(ii) If ConnectEast desires a Customer Contract Amendment, it must submit anotice to the State setting out the details of the proposed Customer ContractAmendment.

(iii) Subject to clause 34.6(h) (Variation of Tolls and User Charges), the Statemust not unreasonably withhold its consent to a Customer ContractAmendment if in the State's opinion (acting reasonably) that CustomerContract Amendment:

(A) is consistent with ConnectEast's Customer Service obligationsunder this Deed; and

(B) is not to the detriment of the State, users of the Freeway,ConnectEast's Customers or other members of the public generally.

(iv) The State must make a decision as to whether or not it will consent toproposed Customer Contract Amendment and advise ConnectEast within 20Business Days (or such longer period as the State reasonably requests giventhe nature of the Customer Contract Amendment) of receiving ConnectEast'snotice under clause 34.6(d)(ii) (Customer Contract Amendment), that:

(A) it consents to the Customer Contract Amendment;

(B) the Customer Contract Amendment is unacceptable to it and thereasons why the Customer Contract Amendment is unacceptable;or

(C) it requires further information from ConnectEast regarding theCustomer Contract Amendment. If so, the State must respond interms of sub-paragraphs (A) or (B) within 20 Business Days ofreceipt by the State of that additional information fromConnectEast.

(e) Tolling Amendment

(i) ConnectEast must not:

(A) suspend, delete or discontinue any Nominated Tolling Product; or

(B) provide any arrangement or tolling product in connection with theuse of, or entitlement to use the Freeway (or any part of theFreeway) other than a Nominated Tolling Product,

(each a Tolling Amendment) without obtaining the prior consent of theState.

(ii) If ConnectEast desires a Tolling Amendment, it must submit a notice to theState:

(A) setting out the details of the proposed Tolling Amendment; and

(B) in the case of a proposed new arrangement or tolling product,attaching the proposed Customer Contract that will apply to thatarrangement or tolling product; and



(C) seeking the State's consent to:

(I) the proposed Tolling Amendment;

(II) any changes necessary to the Toll Calculation Scheduleto reflect that Tolling Amendment; and

(III) in the case of a proposed new tolling product orarrangement, the proposed Customer Contract for thattolling product or arrangement.

(iii) Subject to clause 34.6(h) (Variation of Tolls and User Charges), the Statemust not unreasonably withhold its consent to a Tolling Amendment if thatTolling Amendment:

(A) in the case of a proposed new arrangement or tolling product, isrequired as a consequence of a change in technology pursuant toclause 33.3(b) (Update Technology);

(B) in the case of a proposed deletion or discontinuance of aNominated Tolling Product, that Nominated Tolling Product is tobe replaced by a proposed new arrangement or tolling product toreflect a change in the Tolling System in accordance with sub-paragraph (A); and

(C) in any case in the State's opinion (acting reasonably):

(I) is not detrimental to the State, users of the Freeway,ConnectEast's Customers or other members of the publicgenerally; and

(II) is consistent with ConnectEast's Customer Serviceobligations.

(iv) The State must advise ConnectEast within 20 Business Days (or such longerperiod as the State reasonably requests given the nature of the TollingAmendment) of receiving ConnectEast's notice under clause 34.6(d)(ii)(Customer Contract Amendment), that:

(A) it consents to the Tolling Amendment and, if applicable, theproposed Customer Contract;

(B) either or both of the Tolling Amendment and, if applicable, theproposed Customer Contract, is unacceptable to it and the reasonswhy the Tolling Amendment or the proposed Customer Contract isunacceptable; or

(C) it requires further information from ConnectEast regarding theTolling Amendment. If so, the State must respond in terms of sub-paragraphs (A) or (B) within 20 Business Days of receiving thatadditional information from ConnectEast.

(f) Cost-Based Amendment

(i) ConnectEast may request that a Cost-Based User Charge as it relates to aNominated Tolling Product be redetermined in accordance with thisclause 34.6(f) (Cost-Based Amendment).

(ii) If ConnectEast desires any variation to a Cost-Based User Charge (Cost-Based Amendment), it must:

(A) submit a notice to the State:

(I) including evidence of the increased cost to ConnectEast,the relevant Contractor or Relevant Entity (as applicable)



of providing the goods or services to which the Cost-Based User Charge relates; and

(II) setting out the proposed amendments to the TollCalculation Schedule to reflect the proposed Cost-BasedAmendment; and

(B) if requested by the State, co-operate and provide and procure thatthe Trustee and any relevant Contractor and Relevant Entity (asapplicable), co-operates with the State and provides the State andits Associates with such information and access to records and data(on an open book basis) as the State may reasonably require toenable the State to verify the cost increase claimed by ConnectEastunder clause 34.6(f)(ii)(A)(I) (Cost-Based Amendment).

(iii) The State must not unreasonably withhold its consent to a Cost-BasedAmendment if the State is satisfied, acting reasonably, that that Cost-BasedAmendment:

(A) is required to off-set the net incremental increase in the cost toConnectEast, the Contractor or the Relevant Entity (as applicable)of providing the goods or services to which that User Chargerelates; and

(B) would be required assuming that ConnectEast or its relevant sub-contractor were an efficient provider of those goods or services.

(iv) The State must advise ConnectEast within 20 Business Days (or such longerperiod as the State reasonably requests) of receiving all information andaccess requested by the State in accordance with clause 34.6(f)(ii)(B) (Cost-Based Amendment) that:

(A) it consents to the Cost-Based Amendment;

(B) the Cost-Based Amendment is unacceptable to it and the reasonswhy the Cost-Based Amendment is unacceptable; or

(C) it requires further information from ConnectEast regarding theCost-Based Amendment. If so, the State must respond in terms ofsub-paragraphs (A) and (B) within 20 Business Days of receivingthat additional information from ConnectEast.

(g) Disputes

ConnectEast may refer any dispute as to the State's determination under clauses34.6(c)(iii) (Approval of Customer Contracts), 34.6(d)(iv) (Customer ContractAmendment), 34.6(e)(iv) (Tolling Amendment) or clause 34.6(f)(iv) (Cost-BasedAmendment) directly for expert determination under clause 73 (Expert determination).

(h) Variation of Tolls and User Charges

Except as expressly provided for in clause 34.6(f) (Cost-Based Amendment) withrespect to variation of Cost-Based User Charges nothing in this clause 34.6 (CustomerContracts) limits the absolute right of the State to grant or withhold its approval to anychange in tolls or User Charges.

34.7 Dealing with Customer ComplaintsConnectEast must establish and maintain a system for receiving and addressing complaints ofConnectEast's Customers and users of the Freeway (including Interoperable Users) (CustomerComplaints) which:

(a) is readily accessible at no cost;



(b) is easy to use (including meeting the needs of disadvantaged groups and the needs ofpeople with disabilities);

(c) is well promoted so that ConnectEast's Customers and users of the Freeway (includingInteroperable Users) are aware of its existence;

(d) operates efficiently by dealing with complaints in a timely manner using appropriateprocesses and forums and by regularly reviewing its performance;

(e) produces and is seen to produce fair outcomes by:

(i) observing principles of procedural fairness;

(ii) producing outcomes based on the information before it; and

(iii) making decisions and arriving at outcomes using specific criteria;

(f) remains accountable for its operations by making its determinations and informationabout complaints publicly available;

(g) has appropriate and comprehensive terms of reference which are regularly reviewed toachieve best practices;

(h) is subject to periodic independent reviews of its performance by the Customer ServiceAuditor; and

(i) provides for an independent decision making process which complies with therequirement of sub-paragraphs (a) to (i) where an outcome satisfactory to the partiesinvolved cannot be agreed in respect of a complaint.

34.8 Customer Service and complaints reportsOn the day that is 20 Business Days after each successive 3 month period starting with the firstDate of Tolling Completion (other than for Sections 5 and 6), ConnectEast must provide theState with a report (copied to the members of the Senior Project Group) signed by an authorisedrepresentative of ConnectEast detailing the provision by it of Customer Services and theCustomer Complaints received by it in that 3 month period and its compliance with clause 34.4(Customer Services), in such form as the State may reasonably require (as may be amended bythe State from time to time as reasonably required to ensure that the State has accurate andcomprehensive information concerning the manner and the standards to which CustomerServices are being provided and the Customer Complaints are being resolved).

34.9 Customer Service Audit(a) Annual audit

(i) The Concessionaires, the Operator, any Customer Service Contractor andtheir sub-contractors (if any) will be subject to an annual audit to determinewhether ConnectEast is, itself and through its sub-contractors and their sub-contractors (if any), providing Customer Services and complaints resolutionto the level required by clauses 34.4 (Customer Services) and 34.7 (Dealingwith Customer Complaints) and in accordance with the requirements of theProject Scope and Project Requirements (Customer Service Audit).

(ii) The Concessionaires must, and ConnectEast must procure that the Operator,any Customer Service Contractor and their sub-contractors, fully andpromptly co-operate with the Customer Service Auditor to allow theCustomer Service Auditor to carry out the Customer Service Audit in themanner it considers necessary.

(b) Customer Service Auditor

(i) Subject to sub-paragraph (iii), the State and ConnectEast must appoint anindependent auditor to conduct the Customer Service Audit (CustomerService Auditor) for the previous 12 months within 10 Business Days of the



anniversary of Freeway Section Completion of the Construction Activities inrelation to a Section with respect to the first Freeway Section to be openedfor public use. If the parties have not agreed on the person who should bethe Customer Service Auditor by the date for appointment of the CustomerService Auditor, then the parties must appoint the Victorian Auditor Generalto be the Customer Service Auditor.

(ii) The Customer Service Auditor may conduct the Customer Service Audit ashe or she considers necessary to determine whether ConnectEast is itself orthrough its sub-contractors (if any) meeting the required level of CustomerServices and Customer Complaints resolution in accordance with clauses34.4 (Customer Services) and 34.7 (Dealing with Customer Complaints) andthe Project Scope and Project Requirements.

(iii) If the Independent Reviewer's appointment has not ended when a CustomerService Audit is to be carried out, the State and ConnectEast must appointthe Independent Reviewer to be the Customer Service Auditor.

(c) Customer Service audit report

After having conducted the Customer Service Audit, the Customer Service Auditormust provide a report of the audit to the State and ConnectEast that:

(i) may include any information he or she thinks desirable in relation to mattersthat are the subject of the audit;

(ii) must set out the reasons for opinions expressed in the report; and

(iii) may include any recommendations arising out of the audit that he or shethinks fit to make.

The State may publicly disclose the report.

(d) Customer Service audit budget

(i) The State must give ConnectEast at least 60 days notice of the date on whichthe State proposes that the Customer Service Auditor commences his or herannual audit and the State and ConnectEast, both acting reasonably andusing their respective reasonable endeavours, must seek to agree a budget orother fee arrangement which is accepted by the Customer Service Auditorfor the scope of work set out in clause 34.9(b)(ii) (Customer ServiceAuditor) in respect of each Customer Service Audit.

(ii) If the budget or other fee arrangement is not agreed in accordance withclause 34.9(d)(i) (Customer Service audit budget):

(A) by the date for appointment of the Customer Service Auditor underclause 34.9(b)(i) (Customer Service Auditor), the State mayinstruct the Customer Service Auditor to commence the CustomerService Audit; and

(B) within 20 Business Days of the date which the State has proposedas the date by which the Customer Service Auditor mustcommence his or her annual audit, either the State or ConnectEastmay refer the dispute regarding the budget or other feearrangement directly for expert determination under clause 73(Expert determination).

(e) Costs and expenses of Customer Service Auditor

The reasonable costs and expenses (including professional fees) of the CustomerService Auditor will be paid to the Customer Service Auditor by the State inaccordance with the budget or the fee arrangement agreed under clause 34.9(d)(Customer Service audit budget) or determined in accordance with Part L (Dispute



Resolution). ConnectEast must pay the State on demand, from time to time, 50% ofall such costs and expenses paid by the State.

(f) Information and access

The State and ConnectEast must provide such information and documentation, andaccess to, and explanation of, systems, records and procedures manuals, whereverlocated, to the Customer Service Auditor as may be reasonably required by theCustomer Service Auditor for the purpose of performing his or her functions underthis Deed. ConnectEast must provide such access to its directors as the CustomerService Auditor may reasonably require.

34.10 Reduction of tolls linked to performance(a) Objectives

The Concessionaires acknowledge and agree that:

(i) the objectives of the KPI Regime are to provide:

(A) an accurate, verifiable and effective means of measuring theirperformance under this Deed; and

(B) where applicable, for the payment of a KPI Credit or for paymentsto the State in respect of failures by ConnectEast to deliver theservices and perform to the KPI Benchmarks identified in the KPIRegime; and

(ii) ConnectEast will act in good faith, and do everything reasonably necessary,to achieve the objectives stated in clause 34.10(a)(i)(A) (Objectives),including:

(A) establishing, developing and administering appropriate andeffective processes to capture, measure, record, report and assessthe Concessionaires' performance against the KPI Benchmarks(KPI Assessment System); and

(B) adhering to the principle of continuous improvement in accordancewith Operation and Maintenance Best Practices in implementingthe KPI Assessment System.

(b) Achievement of KPI Benchmark

(i) ConnectEast must use its best endeavours to comply with the KPIBenchmarks for each KPI from the first Date of Tolling Completion (otherthan for Sections 5 and 6).

(ii) If, for any Financial Year, the Total KPI Points exceed the Total KPIThreshold, ConnectEast must pay the applicable KPI Credit.

(iii) For the avoidance of doubt, the Concessionaires acknowledge and agree thata number of the KPIs and KPI Benchmarks reflect standards or requirementswhich the Concessionaires must achieve under the Project Scope and ProjectRequirements or elsewhere under this Deed. The Concessionaires' absoluteobligation to achieve these standards or requirements is not limited oraffected by clause 34.10(b) (Achievement of KPI Benchmark) or by theterms of Schedule 5 (Key Performance Indicators and KPI Credits).

(iv) ConnectEast must ensure that any contract with an Eligible Customerprovides for the obligation of ConnectEast to pay any applicable KPI Creditto be distributed in accordance with the requirements of Schedule 5 (KeyPerformance Indicators and KPI Credits).



(c) Requirements of KPI Assessment System

(i) Without limiting clause 34.10(a) (Objectives), the KPI Assessment Systemmust be adequate to:

(A) monitor whether the Operation Activities are performed to therelevant KPI Benchmarks;

(B) record all incidents, events or circumstances in which theOperation Activities do and do not achieve the relevant KPIBenchmark with sufficient particularity to permit uniqueidentification of:

(I) the incident, event or circumstance;

(II) the date, time and location of the incident, event orcircumstance and when the Operation Activities returnedto being performed within the KPI Benchmark (whererelevant);

(III) the action taken to remedy the incident, event orcircumstance (where relevant); and

(C) detail ConnectEast's performance of each KPI in each month,including the actual performance standard achieved for each KPI,the amount of all KPI Points incurred and any other informationthat the State reasonably requires in relation to the KPIs; and

(D) collect and store all source information, documentation, reports anddata relevant to ConnectEast's performance in relation to KPIs inthe KPI Regime (including the data contemplated by Schedule 5(Key Performance Indicators and KPI Credits)),

(collectively, the KPI Data).

(ii) ConnectEast must prepare a quarterly KPI report that must be delivered tothe State within 20 Business Days after the end of each Quarter,commencing from the first Date of Freeway Section Completion (QuarterlyKPI Report). The Quarterly KPI Report must include the KPI Data and theinformation required or contemplated by Schedule 5 (Key PerformanceIndicators and KPI Credits) and contain a certificate signed by a director ofConnectEast that the Quarterly KPI Report is accurate, complete and correct.

(iii) A copy of all KPI Data must be kept and maintained by ConnectEast for 7years after it is created, produced or prepared.

(iv) ConnectEast must procure that:

(A) the KPI Data will at all times be accurate, complete and correct;and

(B) the KPI Assessment System will be at all times fit for its intendedpurpose.

(v) Upon the State providing prior notice to ConnectEast, ConnectEast must,and must procure that the Operator, any Customer Service Contractor andtheir sub-contractors, fully and promptly co-operate in order to, provide theState with access to and copies of, the KPI Assessment System and the KPIData.

(d) Audit

(i) ConnectEast must provide to the State within 30 Business Days of the end ofeach Financial Year in which the KPI Regime operates an audit report,prepared by an independent and reputable auditor, who has audited the



accuracy, completeness and correctness of the KPI Data and the QuarterlyKPI Reports and the fitness for intended purpose of the KPI AssessmentSystem for that Financial Year.

(ii) At any time up to 12 months after the end of the Concession Period, theState may give notice to ConnectEast requiring an audit of the KPI Data, theQuarterly KPI Reports or the KPI Assessment System (KPI Audit Notice)for the purpose of reviewing the KPI Data, the Quarterly KPI Reports andthe KPI Assessment System and verifying their accuracy, correctness andcompleteness and fitness for intended purpose (as applicable).

(iii) If the State gives a KPI Audit Notice under clause 34.10(d)(ii) (Audit):

(A) the State will appoint, and notify ConnectEast of, a person to carryout and complete the audit (KPI Auditor), at the State's cost andexpense, on terms and conditions of appointment determined bythe State;

(B) the Concessionaires must, within a reasonable period, make theKPI Data, Quarterly KPI Reports and the KPI Assessment Systemavailable for audit by the KPI Auditor and provide all necessaryassistance to the KPI Auditor consistent with the requirements ofthis clause 34.10 (Reduction of tolls linked to performance) andConnectEast must procure that the Operator, any Customer ServiceContractor and their sub-contractors, fully and promptly co-operatewith the KPI Auditor; and

(C) the Concessionaires must provide such access to their seniormanagement and directors and procure such access toConnectEast's auditor appointed under clause 34.10(d)(i) (Audit)as the KPI Auditor may reasonably require.

(iv) A failure by ConnectEast to provide a Quarterly KPI Report prior to theexpiration of the Quarter in which it is due, or to comply with its obligationsunder clause 34.10(d)(i) (Audit) or a failure by the Concessionaires tocomply with their obligations under clauses 34.10(d)(iii)(B) or (C) (Audit),will entitle the State to issue a notice to ConnectEast to, and ConnectEastmust, immediately procure a replacement bond in accordance with clause5.1(b)(iii) (Operation Phase Bond) as if a non-compliance had not beencorrected in accordance with that clause.

(v) If the report of the KPI Auditor or the report prepared by the auditor underclause 34.10(d)(i) (Audit) (each a KPI Auditor's Report) concludes orreports that the KPI Data or a Quarterly KPI Report is not accurate, completeor correct, or that the KPI Assessment System is not fit for its intendedpurpose, then ConnectEast must:

(A) fix the inaccuracy, incorrectness or incompleteness or lack offitness for intended purpose (as applicable) in the affected data,report or system and reissue the data or report to the State or advisethe State of any change to the system;

(B) reassess any KPI affected by the inaccurate, incorrect orincomplete data or report or lack of fitness for intended purpose inthe affected system, and notify the State of and pay any necessaryadjustment to the KPI Points or the KPI Credit (as applicable); and

(C) pay the costs and expenses of the KPI Auditor or reimburse theState on demand for any costs and expenses of the KPI Auditorpaid by the State.



(vi) If the KPI Auditor's Report concludes or reports that the KPI Data or aQuarterly KPI Report is materially inaccurate, incomplete or incorrect, orthat the KPI Assessment System is not fit for its intended purpose, the Statemay require ConnectEast to, and ConnectEast must, pay the State $500,000(Indexed) within 5 Business Days of such request.

(e) Acknowledgment

(i) The existence and implementation of the KPI Regime and any liability for,or payment of, a KPI Credit by ConnectEast does not limit or affect:

(A) any of the obligations or Liabilities of the Concessionaires underthis Deed; or

(B) any other rights or remedies of the State under this Deed orotherwise, including under clauses 5 (Bonds), 66 (Termination byState) or 70 (Step-In).

(ii) The terms of Schedule 5 (Key Performance Indicators and KPI Credits),including Part 4 (Monitoring and Reporting Performance) do not limit orotherwise affect the Concessionaires' obligations under this Deed.

35. Licence to use Tolling SystemThe Concessionaires' obligations in relation to licensing the Tolling System are set out in the IPLicence Deed.

PART G. TRANSPORT NETWORK

36. Interaction with transport network36.1 Transport network support

(a) Principal Road Interfaces

The State must afford support to the Freeway equivalent to the support the Stateaffords to other freeways by:

(i) managing the Principal Road Interfaces, having regard to the status of theFreeway as a freeway, to a level comparable to that afforded to otherfreeways;

(ii) expeditiously and diligently progressing maintenance (including incidentmanagement and obstruction removal) and repair of the Principal RoadInterfaces in a manner and to a level similar to that afforded to otherprincipal road interfaces for freeways;

(iii) if upgrading a Principal Road Interface, expeditiously and diligentlyprogressing that upgrading, in a manner and to a level similar to thatafforded to other principal road interfaces for freeways; and

(iv) procuring in a manner and to a level similar to that afforded to otherfreeways, that there will be no interference with the flow of traffic on thePrincipal Road Interfaces due to damage to, or a failure to expeditiously anddiligently progress the repair of damage to, such Principal Road Interfaces(other than damage caused by a Concessionaire or any of its Associates).

(b) Exception to transport network support

The State will not be considered to have failed to provide the support required underclause 36.1(a) (Principal Road Interfaces):



(i) because of a failure to undertake new road works, unless that failure was dueto discrimination against the Freeway relative to other freeways;

(ii) because of a failure to upgrade the capacity of a Principal Road Interface;

(iii) because of an act done in the course of the day to day activities of the Stateor its Associates in the management of the transport network, being activitieswhich are expeditiously and diligently progressed and applied, asappropriate, throughout equivalent aspects of the transport network;

(iv) to the extent the failure is due to a Concessionaire or any of its Associatesbreaching a Transaction Document;

(v) because of a failure caused by an event beyond the reasonable control of theState or its Associates except to the extent that the State or its relevantAssociates do not seek to overcome or mitigate the effects of that event in amanner and to a level comparable to that which would be afforded to otherfreeways in similar circumstances; or

(vi) because of the State or its Associates implementing transit lanes on theEastern Freeway, Maroondah Highway or Cheltenham Road or giving publictransport priority on Burwood Highway or Wellington Road.

36.2 Consequences of failure to provide State supportA failure by the State to provide the support required of it under clause 36.1 (Transport networksupport) will not constitute a breach of this Deed but may give rise to a Relevant Effect underclause 45 (Key Risk Management Regime).

36.3 No restriction on State(a) No restriction on network changes

Each Concessionaire acknowledges and agrees that the Project Documents do notrestrict, or require the exercise of, any right or power of the State, its Associates or anyCouncil to develop, manage or change Melbourne's transport network (including roadand public transport networks) other than the Freeway.

(b) Examples

Accordingly, without limiting clause 36.3(a) (No restriction on network changes), theState, its Associates and any Council will be entitled on their own account, and toauthorise others to exercise, or not exercise, any right or power they would otherwisehave had, to:

(i) construct new Toll Roads, freeways and other roads;

(ii) connect new or existing Toll Roads, freeways and other roads to theFreeway;

(iii) extend, alter or upgrade existing freeways and other roads;

(iv) construct new public transport routes or services;

(v) extend, alter or upgrade existing public transport routes or services;

(vi) extend, alter or upgrade existing ports or inland cargo transfer and storagefacilities; or

(vii) construct new ports or inland cargo transfer and storage facilities.

36.4 Proximate State Work(a) State's right to carry out activities

Each Concessionaire acknowledges and agrees that the State or its Associates may doany one or more of the following (each a Proximate State Work):



(i) connect any road or other means of vehicle, public transport, pedestrian orbicycle access to the Freeway;

(ii) construct, maintain or repair any road or other means of vehicle, publictransport, pedestrian or bicycle access above or below the Freeway;

(iii) connect to, construct, maintain or repair Utility Infrastructure (in whole or inpart) under, on or above the Project Area or the Freeway;

(iv) connect to, construct, maintain or repair any other infrastructure orimprovement (in whole or in part) under, on or above the Project Area or theFreeway; and

(v) anything reserved for the State or its Associates under clause 3(Reservations) of the Freeway Lease,

and whether as a consequence of use or development of the Median or otherwise.

(b) Restrictions

The State must not (and must procure that its Associates do not), undertake anyProximate State Work to the extent that Proximate State Work is carried out inreliance on this clause 36.4 (Proximate State Work) and not in reliance on the ProjectLegislation, Road Management Act, any other agreements or arrangements with eitheror both of the Concessionaires or some other right under Law:

(i) subject to clause 36.4(i)(ii) (Tolling responsibility), unless the State agrees tofully compensate the Concessionaires for:

(A) any net adverse impacts on the Construction Activities or theOperation Activities;

(B) any adverse cost consequences (less any cost savings) for theConcessionaires; and

(C) any adverse revenue consequences for, the Concessionaires to theextent due to any adverse affect on:

(I) the free flow of traffic onto, along or from the Freeway atits designed volume and speed; or

(II) the Construction Activities or the Operation Activities,

to the extent due to the Proximate State Work, otherwise than to the extentthat any such net adverse impacts or such adverse costs or revenueconsequences:

(D) were not specified in the notice given by the Concessionaires underclause 36.4(c) (Advice as to impact); or

(E) arose due to a failure in whole or part by the Concessionaires tocomply with clause 36.4 (Proximate State Work);or

(ii) so as to permanently prevent the Concessionaires from undertaking theProject.

(c) Advice as to impact

With respect to any Proximate State Work which the State (or its Associates) proposebe undertaken, the Concessionaires must as soon as reasonably practicable, and insuch detail and with such supporting evidence as the State may reasonably request,provide the State with a notice setting out:

(i) their estimate of the costs to the Concessionaires (with no allowance forprofit margin to the Concessionaires, a reasonable allowance for risk to a



Contractor or Relevant Entity on goods or services procured by theContractor or Relevant Entity from a third party (which allowance isdisclosed to the State in accordance with the notification requirements of thisclause 36.4 (Proximate State Work)) and, in respect of goods or servicesprovided by the Contractor or Relevant Entity itself, a reasonable allowancefor profit margin), arising from the proposed Proximate State Work beingcarried out, including:

(A) all direct and indirect costs (including costs of augmenting theTolling System) and the costs of repairing, reinstating or managingany damage to the Works, the Temporary Works or the Freeway tothe extent caused by the Proximate State Works; and

(B) any costs savings; and

(ii) their estimate of the positive or negative revenue impact during theConcession Period of the proposed Proximate State Work being carried outand the reasons for that revenue impact;

(iii) if the request is made prior to the last Date of Close-Out:

(A) the effect (if any) of the proposed Proximate State Work on:

(I) the achievement of (as applicable) Relevant MilestoneDates, each Planned Date for Freeway SectionCompletion, each Late Completion Date, TollingCompletion and Close-Out for each Section;

(II) the Design and Construction Program; and

(III) the Project Plans; and

(B) the extension of time (if any) required to the Planned Date forFreeway Section Completion or the Late Completion Date (asapplicable) for each Section affected by the proposed ProximateState Works, with details of the basis for this extension (includingevidence demonstrating compliance with clauses 20.4(f)(ii) and(iii) (Condition precedent));

(iv) the effects (if any) of the proposed Proximate State Work on:

(A) the workmanship or durability of any part of the Works, theTemporary Works or the Facilities (including any items of plant orequipment forming part of the Facilities) and any warranties withrespect to the Works, the Temporary Works or the Facilities;

(B) the provision of the Facilities for use by the general public for thesafe, efficient and continuous passage of vehicles;

(C) traffic flow on, onto and off the Freeway during the ConcessionPeriod;

(D) the Construction Activities or the Operation Activities;

(E) the ability to handover the Facilities in accordance with the termsof this Deed;

(F) the performance of any other of the Concessionaires' obligationsunder the Transaction Documents; and

(G) any relevant information related to carrying out the proposedProximate State Works; and



(v) a description of any potential new Liability (or increase in any existingpotential Liability) for which the Concessionaires will be at risk due to theProximate State Work.

(d) Concessionaires' notice requirements

The Concessionaires' notice referred to in clause 36.4(c) (Advice as to impact) must beprepared:

(i) on an open book basis with respect to both the Concessionaires' internalcosts and the costs of the Contractors or Relevant Entities and any sub-contractor of any of them (and to this end the Concessionaires must allowthe State review and audit rights sufficient to verify that the Concessionaires'notice has been prepared on an open book basis); and

(ii) in a manner so that there is no double counting.

(e) State Notice

If the State (or its Associates) propose to undertake Proximate State Work then:

(i) the State must give the Concessionaires reasonable notice that the Stateintends to do so; and

(ii) the Concessionaires must cooperate with the State to enable the State toundertake the Proximate State Work.

(f) Estimate of compensation/extension of time

(i) If the State gives the Concessionaires notice that it (or its Associates) intendto undertake Proximate State Work under clause 36.4(e)(i) (State Notice)then, prior to the commencement of the Proximate State Work, the partiesmust seek to:

(A) agree any amount of compensation and, subject toclause 36.4(f)(iv) (Estimate of compensation/extension of time),the scope of any indemnity or insurance reasonably requiredagainst any new or increased Liability identified by theConcessionaires under clause 36.4(c)(v) (Advice as to impact)which the Concessionaires are seeking to include in their noticeunder clause 36.4(c) (Advice as to impact); and

(B) agree the extension of time (if any) required to the relevantPlanned Date for Freeway Section Completion for each Section orthe relevant Late Completion Date (as the case may be).

(ii) If the State and the Concessionaires fail to agree:

(A) the amount of that compensation or the extension of time (if any)required to the relevant Planned Date for Freeway Completion orthe relevant Late Completion Date (as the case may be); or

(B) subject to clause 36.4(f)(iv) (Estimate of compensation/extensionof time), the scope of any indemnity or insurance reasonablyrequired against a new or increased Liability identified by theConcessionaires under clause 36.4(c)(v) (Advice as to impact),

prior to the commencement of the Proximate State Work, either the State orthe Concessionaires may refer the matter directly for expert determinationunder clause 73 (Expert determination).

(iii) For the purposes of clauses 36.4(f)(i) and (ii) (Estimate ofcompensation/extension of time), the parties agree that:



(A) the State will not be required to indemnify either Concessionairefor any indirect, consequential or pure economic loss or pay anycompensation for the cost of any insurance for such loss; and

(B) amounts due by FinCo or the Concessionaires to pay or repay theProject Debt on the due date for payment (without regard to anyacceleration of the obligation to pay or repay) are not regarded asindirect, consequential or pure economic loss.

(iv) The requirements of clauses 20.4(f)(ii) and (iii) (Condition precedent) areconditions precedent to the Concessionaires' entitlement to an extension oftime to the relevant Planned Date for Freeway Section Completion or therelevant Late Completion Date (as the case may be) pursuant toclause 36.4(f)(i)(B) (Estimate of compensation/extension of time).

(v) In determining a Dispute under clause 36.4(f)(ii) (Estimate ofcompensation/extension of time) the expert appointed under clause 73(Expert determination) must (without limiting clause 36.4(f)(iv) (Estimate ofcompensation/extension of time)) have regard to and make a determinationin a manner consistent with the matters contained in clauses 20.4(f)(iv), (v),(vi), (viii) and (ix) (Condition precedent).

(vi) The relevant Planned Date for Freeway Section Completion or the relevantLate Completion Date (as the case may be) will be extended by the time (ifany) agreed under clause 36.4(f)(i) (Estimate of compensation/extension oftime) or determined by the expert under clause 36.4(f)(ii) (Estimate ofcompensation/extension of time).

(g) Proximate State Work

If the State or its Associates decide to undertake Proximate State Works, then:

(i) the Concessionaires must:

(A) give the State and its Associates sufficient access to the LicensedAreas and the Leased Areas to enable the State to plan, design,investigate or undertake the Proximate State Works;

(B) cooperate with the State and its Associates to allowimplementation of the Proximate State Works, including allowingthe management of traffic on, entering or leaving the Freeway tofacilitate the State and its Associates managing traffic on or in thevicinity of the Freeway; and

(C) take all reasonable steps to mitigate any Loss suffered by it oradverse impact on, or adverse cost or revenue consequences for,the Project as a result of the Proximate State Work including:

(I) mitigating the effect of any temporary lane closure whichis required; and

(II) complying with its obligations under clause 36.4(i)(i)(Tolling responsibility) as soon as practicable;

(ii) the State must, and must procure that its Associates will, with thecooperation of the Concessionaires, minimise to the extent practicable anydisruption to the Construction Activities or the Operation Activities.

(h) Maintenance responsibility

Upon the completion of any Proximate State Work, unless the State otherwise elects,ConnectEast's operation, maintenance and repair obligations under this Deed willapply to the Proximate State Work as if the Proximate State Work formed part of theFreeway to the extent that the Proximate State Work is located on, above or under the



Licensed Area or the Leased Area, except for the Proximate State Work which theState advises ConnectEast that it is not required to maintain.

(i) Tolling responsibility

(i) ConnectEast is responsible for temporarily or permanently augmenting theTolling System so as to avoid any untolled use of the Freeway during thecarrying out of, or following completion of, Proximate State Work.

(ii) With respect to any untolled use of the Freeway arising, or augmentation ofthe Tolling System to be carried out, in connection with any Proximate StateWork, the relevant part of the compensation to which the State is required toagree under clause 36.4(b)(i) (Restrictions) will be both:

(A) the reasonable incremental cost of augmenting the Tolling Systemto avoid such untolled use of the Freeway; and

(B) the revenue foregone less costs saved due to that untolled use ofthe Freeway to the extent only that that revenue loss wasunavoidable notwithstanding that ConnectEast has fully compliedwith its obligations under clause 36.4(g) (Proximate State Work).

(j) Power to operate

Each Concessionaire acknowledges and agrees that the State or its Associates, asapplicable, may operate any road, or other means of vehicle, public transport,pedestrian or bicycle access, Utility Infrastructure or other infrastructure orimprovement (in whole or in part) connected to, on, above or under the Freeway or theProject Area unless this Deed provides that such operation is the right or obligation ofConnectEast.

(k) Concessionaire's warranty


(i) warrants that the impact of any Proximate State Work (including anydetrimental impact on the Concessionaires' performance of their obligationsunder this Deed) is limited to the impact specified in a notice given by theConcessionaires under clause 36.4(c) (Advice as to impact) and agreed ordetermined under clause 36.4(f) (Estimate of compensation/extension oftime); and

(ii) acknowledges and agrees that the Concessionaires will be entitled to thecompensation and extension of time (if any) agreed or determined underclause 36.4(f) (Estimate of compensation/extension of time) but will not beentitled to any other Claim arising out of or in respect of or in connectionwith the Proximate State Work, except to the extent that a Concessionaire isentitled to claim an extension of time under clause 20.4 (Delays) in respectof a Knock-on Effect.

36.5 Off-Freeway Facilities(a) ConnectEast's right to submit proposals

ConnectEast may, from time to time, submit to the State a proposal relating to theconstruction and operation, (or sub-lease to an operator) by ConnectEast oncommercial terms of one or more Off-Freeway Facilities:

(i) on the Project Area; or

(ii) on land outside the Project Area that connects directly to the Project Area,

(Off-Freeway Facility Proposal).



(b) State's obligation to consider proposals

Subject to clause 36.5(c) (ConnectEast's obligation with respect to proposals), theState:

(i) must review and consider in good faith any Off-Freeway Facility Proposal,including discussing that proposal with ConnectEast and consideringcommercial and non-commercial matters; and

(ii) may request any further information from ConnectEast that it reasonablyrequires to enable it to consider any Off-Freeway Facility Proposal.

(c) ConnectEast's obligation with respect to proposals

ConnectEast must:

(i) pay the State's costs (including any legal and financial advisors' fees incurredby the State) in reviewing, considering and discussing any Off-FreewayFacility Proposal; and

(ii) undertake to obtain all regulatory and other Approvals required for theproposed Off-Freeway Facility on terms acceptable to the State.

37. Modifications37.1 Request for information by State

The State may request from each Concessionaire information as to revenue and cost impacts on,respectively, each Concessionaire's Works, Temporary Works, Facilities, ConstructionActivities (and, in the case of ConnectEast, Operation Activities) and other matters specified inthe request in relation to a proposed Modification of the Works, the Temporary Works, theFacilities or the obligations in the Project Documents which relate to the Construction Activities(or, in the case of ConnectEast, the Operation Activities).

37.2 Details of ModificationIf the State proposes to request a Modification, it will provide the Concessionaires with detailsof the proposed Modification and consult with the Concessionaires concerning the proposedModification at least 30 Business Days prior to issuing the request under clause 37.1 (Requestfor information by State).

37.3 Concessionaires' Modification NoticeAs soon as practicable after receipt of a request from the State under clause 37.1 (Request forinformation by State), the Concessionaires must provide the State with a notice(Concessionaires' Modification Notice) setting out detailed particulars of:

(a) Costs

their estimate of the costs (with no allowance for profit margin to eitherConcessionaire, reasonable allowance for risk to a Contractor or Relevant Entity ongoods or services procured by the Contractor or Relevant Entity from a third party(which is disclosed to the State in accordance with the notification requirements ofthis clause 37.3 (Concessionaires' Modification Notice) (and, in respect of goods orservices, provided by the Contractor or Relevant Entity itself, a reasonable allowancefor profit margin)), of carrying out the proposed Modification, including:

(i) all direct design, construction, commissioning, operation, maintenance orrepair costs;

(ii) all indirect or consequential design, construction, commissioning, operation,maintenance or repair costs (including deferments and delay costs);

(iii) any costs savings; and



(iv) any change in the amount or timing of Taxes payable by a Concessionairerelating to the proposed Modification (including any costs relating to theproposed Modification not being an allowable deduction under the IncomeTax Assessment Act 1936 (Cth)) noting that each Concessionaire must usereasonable endeavours to reduce any adverse impact and maximise thepositive impact, on the timing or payment of Taxes as far as practicable,which may, for example, entail adopting an alternative structure for havingthe Modification implemented;

(b) Revenues

their estimate of the positive or negative revenue impact of carrying out the proposedModification;

(c) Time impacts

if the request is made prior to the last Date of Close-Out:

(i) the effect (if any) of the proposed Modification on the:

(A) achievement of (as applicable) the Relevant Milestone Dates, eachPlanned Date for Freeway Section Completion, each LateCompletion Date, Tolling Completion for each Section and Close-Out for each Section;

(B) Design and Construction Program; and

(C) Project Plans; and

(ii) the extension of time (if any) required to the relevant Planned Date forFreeway Section Completion or the Late Completion Date (as applicable) foreach Section or the relevant Late Completion Date (as the case may be)affected by the proposed Modification, with details of the basis for thisextension (including evidence demonstrating compliance with clauses20.4(f)(ii) and 20.4(f)(iii) (Condition precedent));

(d) Facilities impacts

the effects (if any) of the proposed Modification on:

(i) the workmanship or durability of any part of the Works, Temporary Worksor the Facilities (including any items of plant or equipment forming part ofthe Facilities and any warranties with respect to the Works, the TemporaryWorks or the Facilities);

(ii) the provision of the Facilities for use by the general public for the safe,efficient and continuous passage of vehicles;

(iii) traffic flow on, onto and off the Freeway during the Concession Period;

(iv) the Construction Activities or the Operation Activities;

(v) the ability to handover the Facilities in accordance with the terms of thisDeed;

(vi) the performance of any other of the Concessionaires' obligations under theTransaction Documents; and

(vii) any relevant information related to carrying out the proposed Modification.

(e) Concessionaire funding

if funding is required and the Modifications were to be funded other than by the State,the amount, timing, cost, terms and other consequences of such funding;



(f) State funding

if funding is required and the Modifications were to be funded by the State, theamount, timing, cost, terms and other consequences of any such State funding;

(g) Implementation

the time within, and the manner in which, the relevant Concessionaire orConcessionaires propose to implement the Modification;

(h) Relevant effect

any effect which is both material and detrimental on:

(i) the ability of FinCo to pay or repay the Actual Debt on the due dates forpayment (without regard to any acceleration of the obligations to pay orrepay); or

(ii) the Equity Returns,

that will, or is likely to, result as a consequence of the proposed Modification(including supporting evidence) together with details of a commercially appropriateand reasonable method by which the relevant Concessionaire or Concessionairespropose that this material and detrimental effect will be addressed which takes intoaccount the level of risk to the relevant Concessionaire or Concessionaires inherent inundertaking the Modification determined first, assuming the case where theConcessionaire funds the proposed Modification and secondly, assuming the casewhere the State funds the proposed Modification;

(i) Material enhancement

any material enhancement to:

(i) the ability of FinCo to pay or repay the Actual Debt on the due dates forpayment (without regard to any acceleration of the obligations to pay orrepay); or

(ii) Equity Returns,

that will, or is likely to, result as a consequence of the proposed Modification(including, in the case where the Modification involves any omission or deletion fromthe Construction Activities, the Works, the Temporary Works, the OperationActivities or the Facilities, any material enhancement resulting from a reduction incosts incurred or to be incurred by the Concessionaires, the ability, earlier thananticipated, to pay, repay or provide a return of, or reduce the required amount of,Actual Debt or Equity Funding or any resulting increase in forecast revenue) togetherwith details of a commercially appropriate and reasonable method by which theTrustee will return to the State (or, at the State's election, ConnectEast will return tousers of the Freeway) the proportion of that benefit which is in excess of any part ofthat benefit which it is necessary for the Concessionaires to retain in order for theConcessionaires to be able to give relevant Equity Returns to the Equity Investorswhich takes into account the level of risk to the Concessionaires inherent inundertaking the Modification determined first, assuming the case where theConcessionaires fund the proposed Modification and secondly, assuming the casewhere the State funds the proposed Modification;

(j) Project Documents

the minimum changes required to the Project Documents to accommodate theproposed Modification and the associated arrangements, including as to funding, landuse, the method of addressing any material and detrimental effect and the method forreturning a proportion of the benefit of any material enhancement to give effect to theModification; and



(k) Other relevant information

any other relevant information related to carrying out the proposed Modification.

37.4 Commercially appropriate and reasonable methodsThe commercially reasonable and appropriate method or methods by which a material anddetrimental effect will be addressed, as contemplated by clause 37.3(h) (Relevant effect) or aproportion of a benefit of any material enhancement returned as contemplated by clause 37.3(i)(Material enhancement) may involve one or more of the following:

(a) varying the Project Documents;

(b) varying the Concession Period and the term of the relevant Freeway Lease;

(c) varying the financial or other contributions or returns of the parties (or providing fornew financial or other contributions or returns);

(d) requesting that the Financiers restructure the Project financing arrangements;

(e) varying the Toll Calculation Schedule; or

(f) taking any other action which is appropriate and reasonable.

37.5 Concessionaires' Modification Notice requirementsThe Concessionaires' Modification Notice must be prepared:

(a) so as to minimise, as far as practicable, the need for third party consent to theimplementation of the Modification and any associated arrangements;

(b) on an open book basis with respect to both the Concessionaires' internal costs and thecosts of the Contractors or Relevant Entities (and to this end the Concessionaires mustallow the State review and audit rights sufficient to verify that the Concessionaires'Modification Notice has been prepared on an open book basis);

(c) assuming the relevant Concessionaire or Concessionaires are a willing, efficient andcompetent provider of the Modification in an efficient and competitive market;

(d) in a manner which minimises any Relevant Effect or maximises any benefit to bereturned to the State (as applicable);

(e) in a manner which is consistent with the requirements of the State for theimplementation of the Modification;

(f) having regard to minimising disruption to users of the Freeway;

(g) having regard to minimising any delay to achieving Freeway Section Completion ofthe Construction Activities or Tolling Completion of the Construction Activities inrelation to a Section, to the extent that those dates have not yet occurred;

(h) having regard to minimising any adverse safety impacts of the Modification;

(i) in a manner which ensures that all appropriate insurances relevant to the Modificationare taken out and maintained consistently with those that would have been required bythe State if the Modification had been included in the Works or the Temporary Works,as applicable, at the date of this Deed unless the State otherwise determines;

(j) in a manner so that there is no double counting;

(k) in the form of a valid offer capable of acceptance by the State for 125 Business Daysafter receipt by the State of the Concessionaires' Modification Notice, subject toclause 37.10 (Dispute) or any extension to that period agreed by the State and theConcessionaire; and

(l) so as to provide no allowance to the Concessionaires for any expense or reduction inrevenue which is reasonably anticipated would have been incurred regardless of



whether or not the Modification is undertaken (although appropriate allowance may bemade for the impact of bringing forward that expense or reduction in revenue to theextent required by the Modification).

Each Concessionaire warrants that the impact of any Modification (including any detrimentalimpact on the Concessionaires' performance of their obligations under this Deed) is limited tothe impact specified in a notice given by the Concessionaires under clause 37.3(Concessionaires' Modification Notice) and agreed under clause 37.8 (State acceptance) ordetermined under clause 37.10 (Dispute) (as applicable). Each Concessionaire acknowledgesand agrees that the Concessionaires will be entitled to the compensation or extension of time (ifany) agreed under clause 37.8 (State acceptance) or determined under clause 37.10 (Dispute) (asapplicable) but will not be entitled to any other Claim (except to the extent that aConcessionaire is entitled to claim an extension of time under clause 20.4 (Delays) in respect ofa Knock-on Effect) arising out of or in respect of or in connection with the Modification.

37.6 Tender for worksAfter the last Date of Tolling Completion for a Section, the State may require that the relevantConcessionaire or Concessionaires conduct a tender process for all or part of the works whichwould be required to effect a Modification that will impact on that Section. That tender processis to be conducted consistently with the principles of the Victorian Government PurchasingBoard Procurement Policies in their form as at the date the State gives a notice under clause37.1 (Request for information by State) (with the necessary changes to reflect that eachConcessionaire is a private company rather than a Government Agency of the State) and to havethe outcome of that tender process (including the tender costs) incorporated in the informationprovided in the Concessionaires' Modification Notice (or the Concessionaires' ModificationNotice appropriately amended if that notice has already been provided).

37.7 Election by StateWithin 60 Business Days after receipt of the Concessionaires' Modification Notice, the Statemust:

(a) accept the Concessionaires' Modification Notice, nominate whether the Modificationis to be funded in accordance with the arrangements for funding provided inaccordance with clause 37.3(e) (Concessionaire funding) or 37.3(f) (State funding)and if the Notice contains any other options, nominate which options the State accepts;or

(b) reject the Concessionaires' Modification Notice,

by notice to the Concessionaires.

37.8 State acceptanceIf the State accepts the Concessionaires' Modification Notice in accordance with clause 37.7(a)(Election by State):

(a) the Concessionaires must:

(i) as soon as practicable after finalisation of the funding for the works requiredfor the proposed Modification referred to in the Concessionaires'Modification Notice; and

(ii) after obtaining any necessary third party consents,

implement the Modification as if it were Construction Activities of theConcessionaires or Operating Activities of ConnectEast (as applicable) and anychanges to this Deed provided for in the Concessionaires' Modification Notice will bemade; and

(b) the State must comply with any applicable State obligations set out in theConcessionaires' Modification Notice (including obligations in relation to theprovision of State funding, if that option is selected) and agree to the extension of time



(if any) required to the relevant Planned Date for Freeway Section Completion or therelevant Late Completion Date for each Section affected by the proposedModification, as set out in the Modification Notice.

37.9 State rejectionIf the State rejects the Concessionaires' Modification Notice in accordance with clause 37.7(b)(Election by State):

(a) the State may require either, or both, that:

(i) the State and the Concessionaires must consult in good faith, and use theirreasonable endeavours to agree on a mutually acceptable resolution to thematters set out in the Concessionaires' Modification Notice which are indispute; or

(ii) the relevant Concessionaire or Concessionaires must conduct a tenderprocess under clause 37.6 (Tender for works); and

(b) the State may refer the dispute directly for expert determination under clause 73(Expert determination):

(i) if the State and the Concessionaires are unable to reach agreement underclause 37.9(a)(i) (State rejection) within the later to occur of:

(A) 60 Business Days after the commencement of the consultation; and

(B) 10 Business Days after the outcome of the tender process isadvised to the State, if applicable; or

(ii) if the State does not elect to require consultation under clause 37.9(a) (Staterejection), 10 Business Days after the outcome of the tender process isadvised to the State.

37.10 DisputeIf a dispute about a proposed Modification is referred for expert determination in accordancewith clause 37.9 (State rejection), the expert must be instructed:

(a) to have regard to the principles set out in clause 37.5 (Concessionaires' ModificationNotice requirements) to the extent relevant in making his or her determination;

(b) to assume that any required funding for the Modification will be provided by the Stateunless the parties otherwise agree;

(c) to determine all matters required to enable the Modification to be implemented,including the changes required to any Project Document assuming the State makes theelection referred to in clause 37.11(a) (State options);

(d) to determine all matters required to enable the Modification to be implementedincluding the changes required to the Project Documents and the extension of timereferred to in clause 37.3(c)(ii) (Time impacts), assuming that the State exercises itsrights under clause 37.12(a) (Additional State remedies) (on the basis that in makingsuch a determination, the expert may take account of such matters as he or sheconsiders appropriate to reflect the fact that the State or a nominee of the State, ratherthan the relevant Concessionaire or Concessionaires, will implement theModification);

(e) that the requirements of clauses 20.4(f)(ii) and (iii) (Condition precedent) areconditions precedent to the Concessionaires' entitlement to an extension of time to therelevant Planned Date for Freeway Section Completion or the relevant LateCompletion Date (as the case may be); and

(f) in determining whether the Concessionaires will be entitled to an extension of time ofthe relevant Planned Date for Freeway Section Completion or the relevant Late



Completion Date (as the case may be), the expert must (without limiting clause37.10(e) (Dispute)) have regard to, and make a determination in a manner consistentwith, the matters contained in clauses 20.4(f)(iv), (v), (vi), (viii) and (ix) (Conditionprecedent).

37.11 State optionsFollowing determination of the dispute referred for expert determination under clause 37.9(State rejection) and notwithstanding that the offer represented by the Concessionaires'Modification Notice may have expired, the State may elect to do one of the following:

(a) require the relevant Concessionaire or Concessionaires to proceed with theModification in accordance with the Concessionaires' Modification Notice with anyrequired funding provided by the State (unless the parties otherwise agree) andotherwise as varied by the determination (in which case the relevant Concessionaire orConcessionaires and the State must comply with their respective obligations under theConcessionaires' Modification Notice as varied by the determination, includingobligations in relation to the provision of State funding); or

(b) not proceed with the Modification.

37.12 Additional State remediesWithout limitation to the relevant Concessionaire's or the Concessionaires' obligations toproceed with the Modification in accordance with the Concessionaires' Modification Notice, asvaried by any determination under clause 37.11(a) (State options) and the rights of the Statearising from any failure to comply with clauses 37.8 (State acceptance) or 37.11(a) (Stateoptions), if the Concessionaires notify the State that they are not willing or able to proceed withthe Modification in accordance with the Concessionaires' Modification Notice as varied, ifapplicable, by any determination or does not promptly commence to so proceed with theModification within 20 Business Days of the State notifying the Concessionaires of its electionto require the Concessionaires to proceed, the State may:

(a) both:

(i) require the Concessionaires to allow (in which case, the Concessionairesmust allow and must provide full cooperation to enable) the State or anominee of the State to proceed with the Modification in accordance withthe Concessionaires' Modification Notice as varied, if applicable, by anydetermination on the basis that the State or a nominee of the State, ratherthan the relevant Concessionaire or Concessionaires, will implement theModification and that any required funding for the Modification will beprovided by the State (in which case, on completion, the Modification willform part of the Facilities or the Works as applicable, and, accordingly, willbe operated, maintained, repaired and handed over at the end of theConcession Period by the Concessionaires, without being entitled to makeany Claim against the State arising out of or in connection with theModification and all risks associated with that Modification will pass to theConcessionaires); and

(ii) comply with any applicable obligations of the Concessionaires under theConcessionaires' Modification Notice as varied by the determination; or

(b) terminate this Deed and pay to the Concessionaires the Early Termination Amountwithin 30 Business Days of the Termination Date,

and, in either circumstance, the State is relieved of all obligations arising under theConcessionaires' Modification Notice as varied, if applicable, by any determination, which isnot required if the State rather than the Concessionaires is implementing the Modification, andthose obligations are deemed never to have arisen.



37.13 Less significant ModificationsIf the State proposes that the Concessionaires implement a Modification the capital expenditureof which does not exceed $20 million (Indexed), then the procedures and requirements set outabove in this clause 37 (Modifications) must be followed with the following changes:

(a) the time periods will be shortened as much as is reasonably practicable but in anyevent, will be no more than one third of the time periods set out above (unless theConcessionaires reasonably satisfy the State that the time required will be longer thanthis);

(b) no tender process as described in clause 37.6 (Tender for works) will be required; and

(c) the State will not have the rights set out in clause 37.12 (Additional State remedies).

37.14 Concessionaires initiated Modification(a) Concessionaires may propose Modification

The State:

(i) may consider a request from the Concessionaires for a change in the ProjectScope and Project Requirements or Modification to any part of the Works,the Temporary Works or the Facilities, or the obligations in the ProjectDocuments which relate to the Construction Activities or the OperationActivities which request must contain, as a minimum, the informationregarding Modifications as set out in clauses 37.3(a), 37.3(b), 37.3(c),37.3(d), 37.3(e), 37.3(g) and 37.3(j) (Concessionaires' Modification Notice);and

(ii) must as soon as reasonably practicable, accept or reject any such change, andif accepted, on terms acceptable to the State.

(b) No Relevant Effect

No change or Modification accepted by the State under clause 37.14(a)(Concessionaires may propose Modification) will be considered to have, or will betaken into account in determining, a Relevant Effect, nor will the Concessionaires beentitled to an extension of time to the Planned Date for Freeway Section Completionor the Late Completion Date (as the case may be) or to make any Claim in respect ofsuch change or Modification.

(c) No Modification or change without State consent

Subject to clauses 33.3 (Changes to Tolling System) and 56.5 (Update technology)and the obligations in this Deed to comply with paragraphs (h) to (j) of the definitionof Operation and Maintenance Best Practices to the extent that compliance with thoseclauses or those obligations will not result in a lessening of the requirements,standards, level of service or scope otherwise imposed on the Concessionaires underthis Deed, the Concessionaires must not perform a Modification in respect of theWorks, a Facility or change the Project Scope and Project Requirements, without theState's prior consent.

(d) Service Centres

(i) The Concessionaires must not construct or either sub-lease or operate servicecentres on the Freeway or the Project Area without the prior consent of theState in accordance with this clause 37.14(d) (Service Centres).

(ii) To request the consent of the State for the construction of a service centre,the Concessionaires must serve a notice on the State detailing the location,means of access to and egress from, any impacts on traffic management andtraffic volumes reasonably expected to be caused by, any proposed leasingarrangements in respect of and the specifications (including the size, timing



and design) for the proposed service centre and any other informationrequired by the State, in such detail as the State may reasonably require.

(iii) Subject to clause 37.14(d)(iv) (Service Centres), within 60 Business Days ofreceipt by the State of a notice given under clause 37.14(d)(ii) (ServiceCentres) the State must advise the Concessionaires that it:

(A) consents to the Concessionaires' request under clause 37.14(d)(ii)(Service Centres);

(B) rejects the Concessionaires' request under clause 37.14(d)(ii)(Service Centres); or

(C) requires further information from the Concessionaires regardingthe request under clause 37.14(d)(ii) (Service Centres).

(iv) If the State requires further information under clause 37.14(d)(iii)(C)(Service Centres) from the Concessionaires, the State must respond in termsof clause 37.14(d)(iii) (Service Centres) within 30 Business Days of receiptof that further information.

(v) No service centre or arrangements concerning a service centre will be takeninto account in determining a Relevant Effect, nor will the Concessionairesbe entitled to an extension of time to a Planned Date for Freeway SectionCompletion or the Late Completion Date (as applicable) or to make anyClaim in respect of any service centre or arrangements concerning a servicecentre.

37.15 Upgrade of through traffic lanes and auxiliary lanesTo the extent (if any) that during the Concession Period:

(a) the Works are not fit for their intended purposes or do not otherwise comply with theDeed having regard to the traffic volumes contemplated by section 4.1(b)(Assessment) of the Project Requirements because the Concessionaires haveconstructed:

(i) the number of through traffic lanes specified in section 2.1(a), (b) or (c)(Works) or Table S3.1.1 of Appendix S3 (Cross Section Dimensions andClearances) of the Project Requirements; or

(ii) the auxiliary lanes in the locations specified in section 2.1(a) or Table 3.3.1of the Project Requirements,

and this is not sufficient to ensure such fitness or compliance; and

(b) the only way that the Works can be made fit for their intended purposes and tootherwise comply with this Deed having regard to the traffic volumes contemplated bysection 4.1(b) (Assessment) of the Project Requirements is by constructing throughtraffic lanes or auxiliary lanes additional to those specified as referred to in sub-paragraph (a),

then:

(c) notwithstanding clauses 31.1(a) (Obligation to maintain) and 44(c) (Traffic) andsection 4.1(b) (Assessment) of the Project Requirements, the Concessionaires will notbe:

(i) in breach of this Deed solely by virtue of sub-paragraph (a); or

(ii) obliged to construct the additional through traffic lanes or auxiliary lanesreferred to in sub-paragraph (b);



(d) subject only to the extent to which the Concessionaires are expressly relieved of theirobligations, by virtue of sub-paragraph (c), the parties' rights and obligations underthis Deed will not be affected;

(e) without limiting sub-paragraph (d), but subject to sub-paragraph (c), theConcessionaires must continue to upgrade, refurbish or replace the Works at their costto the extent required to ensure that the Works are fit for their intended purposes andotherwise comply with the Deed, whether as a result of actual traffic volumes beinggreater than those traffic volumes referred to in section 4.1(a) (General requirements)of the Project Requirements or otherwise; and

(f) either the State or the Concessionaires may (without being under any obligation to doso) request a Modification under clauses 37.1 (Request for information by State) or37.14 (Concessionaires initiated Modification) (as applicable) in relation to theconstruction of the additional through traffic lanes or auxiliary lanes referred to in sub-paragraph (b).

PART H. PAYMENTS AND UPSIDE

38. Fees and Rent38.1 Rent and contribution payment

(a) Trustee obligation to pay

The Trustee must pay:

(i) to the State rent and licence fees under the Freeway Leases and LandLicences (other than Maintenance Licences), respectively, as provided for inthe Freeway Leases and Land Licences; and

(ii) into an account in the name of such person, and with such details, as advisedby the State, one amount only of $20 million (regardless of whether there ismore than one Land Licence) on or before the later of 1 July 2005 and thedate the first Land Licence is granted as a contribution towards costs relatingto public transport infrastructure and community infrastructure in theMitcham Frankston corridor.

(b) ConnectEast obligation to pay

ConnectEast must pay to the State all amounts payable to the State under theMaintenance Licences.

38.2 State costs and expensesConnectEast must pay to the State on demand:

(a) reasonable costs and expenses incurred or payable by the State or its Associates in theState or its Associates taking reasonable measures to manage traffic outside theProject Area to the extent that those actions are undertaken as a result of the Project,including management of roads in the vicinity of the Project Area:

(i) to accommodate the Construction Activities;

(ii) to accommodate maintenance or repair of the Freeway or the MaintainedOff-Freeway Facilities;

(iii) in response to any incident occurring on the Freeway or the Project Area tothe extent due to any failure in whole or part by ConnectEast to undertakethe Operation Activities or by either Concessionaire to otherwise complywith its obligations under a Project Document or the Project Legislation; or



(iv) as required due to any failure by ConnectEast to undertake the OperationActivities or by either Concessionaire to otherwise comply with itsobligations under a Project Document or the Project Legislation,

but, subject to paragraphs (i) to (iv), excluding actions undertaken in the ordinarycourse of managing roads to accommodate and facilitate the proper and usualoperation of the Freeway;

(b) an amount equal to any amount paid by the State under the Construction TripartiteAgreement, the Operating Tripartite Agreement or any other Project Document toremedy or overcome the consequences of default as contemplated by the relevantagreement; and

(c) any other amount payable to the State under this Deed.

39. Additional Lease Rental39.1 Additional Revenue

(a) Payment

The Trustee must pay to the State, as additional rent and licence fees under theFreeway Leases and Land Licences, a proportion of the amount by which theaggregate revenue derived by the Concessionaires (or any of their Subsidiaries) ineach relevant period under clause 39.4 (Relevant periods), exceeds that projected forthe same relevant period in the Projected Revenue Profile.

(b) Disputes

Either the State or the Trustee may refer any dispute in relation to the amount payableby the Trustee under clause 39.1(a) (Payment) for resolution in accordance with Part L(Dispute Resolution) (including expert determination).

39.2 Proportion payableThe proportion of the amount of any such excess applicable to each relevant period is specifiedin Schedule 6 (Additional Lease Rental Payments).

39.3 RevenueIn this clause 39 (Additional Lease Rental), the concept of 'revenue':

(a) includes all tolls, User Charges, additional revenue resulting from a Modification(except to the extent that a return to the State relating to a Modification has beenagreed or determined in accordance with clause 37 (Modifications)) and other revenueamounts received in connection with the Project; and

(b) excludes:

(i) revenue directly attributable to redress afforded under clause 45 (Key RiskManagement Regime);

(ii) revenue which is agreed under clause 40.1(b) (Consultation) or determinedin accordance with Part L (Dispute Resolution) to be directly attributable toa Compensable Enhancement;

(iii) revenue referred to in clause 33.6(a)(iii) (Concessionaire revenue andreturns) to the extent that it is remitted to the provider of another Toll Roadin accordance with an Interoperability Agreement;

(iv) revenue directly attributable to insurance receipts, except under businessinterruption or other insurance to the extent that such receipts representpayments for loss of past or anticipated revenue; and



(v) drawings in accordance with a refinancing in accordance with clause 59.4(Refinancing).

39.4 Relevant periodsIn this clause 39 (Additional Lease Rental), a 'relevant period' is a period which commences onthe third anniversary of the first Date of Tolling Completion and ends on the last day of thatFinancial Year, and each subsequent 12 month period ending on the last day of that FinancialYear, except in relation to the last such period which commences on the first day of theFinancial Year in which this Deed terminates and ends on the date of termination of this Deed.

39.5 NotificationThe Trustee must, within 15 Business Days of expiry of the relevant period and at its own costand expense, notify the State as to whether it is entitled to any payment (and if so, the amount ofthat payment) under this clause 39 (Additional Lease Rental) and provide such details as theState reasonably requires as to the amount of the aggregate revenue derived by bothConcessionaires (and any of their Subsidiaries) in the relevant period.

39.6 Time for payment(a) Payment subject to Current Project Payments

Any payment to be made under clause 39.1 (Additional Revenue) or any TollReduction to be applied under clause 39.8 (Toll Reduction) (as applicable) in relationto a relevant period must be made:

(i) subject to clause 39.6(a)(ii) (Payment subject to Current Project Payments),by the later of:

(A) the Payment Date; and

(B) if, in respect of a payment under clause 39.1 (Additional Revenue),on the Payment Date the Trustee was not in a position to make therequired payment and have the Concessionaires pay all CurrentProject Payments, the first date on which the Trustee is able tomake the required payment whilst the Concessionaires are still ableto pay all Current Project Payments; or

(C) if, in respect of a Toll Reduction under clause 39.8 (TollReduction), on the Payment Date ConnectEast was not in aposition to provide the Toll Reduction and have theConcessionaires pay all Current Project Payments, with respect tothe relevant period that ended immediately prior to that PaymentDate the first date on which ConnectEast is able to provide the TollReduction whilst the Concessionaires are still able to pay allCurrent Project Payments provided that ConnectEast has compliedwith clause 39.8 (Toll Reduction); or

(ii) if the relevant period is the one in which this Deed terminates, on or beforethe date which is 20 Business Days after the date of termination.

(b) Restriction on distribution

If a payment to be made under clause 39.1 (Additional Revenue) or a Toll Reductionto be provided under clause 39.8 (Toll Reduction) is not made or provided (asapplicable) on the relevant Payment Date, the Concessionaires must ensure that nodistribution, principal repayment, interest or other payment is made directly orindirectly to any Equity Investor until that amount is paid in full.



(c) Toll Reduction Reserve Account

If ConnectEast does not pay a Toll Reduction on a Payment Date by reason ofclause 39.6(a)(i)(C) (Payment subject to Current Project Payments), ConnectEast shallcause to be deposited in the Toll Reduction Reserve Account:

(i) on or before that Payment Date, an amount equal to so much of the amountreferred to in clause 39.1(a) (Payment) as can be so lodged without theConcessionaires thereby being unable to meet the Current Project Paymentsfor that immediately past relevant period; and

(ii) at the end of each Quarter thereafter, such amount as is then able to bedeposited into that account without the Concessionaires thereby being unableto pay the Current Project Payments for the then current relevant period,

until the Toll Reduction Reserve Account Balance equals the amount of the TollReduction which was unpaid by reason of clause 39.6(a)(i)(C) (Payment subject toCurrent Project Payments) and ConnectEast will at any time thereafter, forthwith uponrequest by the State, cause the Toll Reduction Reserve Account Balance (or any partof it, as the State may require) to be applied towards meeting Toll Reductions of anamount (and payable at a time) determined under clause 39.8 (Toll Reduction).

39.7 No clawbackThe Trustee may not withhold or recover amounts paid or revenue forgone under this clause 39(Additional Lease Rental) with respect to a relevant period if for another relevant period endingafter that relevant period, the aggregate revenue derived by the Concessionaires (or any of theirrespective Subsidiaries) calculated without counting any other amounts payable between theConcessionaires does not exceed that projected in the Projected Revenue Profile.

39.8 Toll Reduction(a) State election

The State may give notice to the Concessionaires electing to forego its right to apayment under this clause 39 (Additional Lease Rental) and instead have a TollReduction applied by ConnectEast of an amount calculated so that ConnectEast willforego an amount which does not exceed the amount of that payment.

(b) Timing and amounts

If the State gives a notice under clause 39.8(a) (State election), the State and theConcessionaires must use their respective reasonable endeavours to agree on theamount of the Toll Reduction, the allocation of that Toll Reduction to Customers and,subject to clause 39.6 (Time for payment), the timing of the Toll Reduction, to achievethe result contemplated in clause 39.8(a) (State election). If the matter is not agreedwithin 10 Business Days of the State giving the notice under clause 39.8(a) (Stateelection) either the State or the Concessionaires may refer the matter directly forexpert determination under clause 73 (Expert determination).

(c) Implementation of reduction of tolls

The Concessionaires must provide the Toll Reduction to its Customers in the amountand at the time agreed under clause 39.8(b) (Timing and amounts) or determined byexpert determination under clause 39.8(b) (Timing and amounts).

39.9 Community ExpenditureWithout limiting the Concessionaires' obligations under the Project Scope and ProjectRequirements (including Appendix S18 (Community)), each Concessionaire confirms that itwill:

(a) establish and maintain a close relationship with the communities involved in andaffected by the Project;



(b) support the local communities wherever possible;

(c) for these purposes, procure that the Construction Contractor allocates and expends aminimum of $3,000,000 in respect of public art initiatives and $1,500,000 in respectof Mullum Mullum Creek; and

(d) fully consult with the State in relation to such expenditure.

40. Compensable Enhancements40.1 Compensable Enhancement notification and consultation

(a) Notice

The State may notify the Concessionaires of a Compensable Enhancement providedthat the notice is given within 12 months of the occurrence of the CompensableEnhancement.

(b) Consultation

If the State gives a notice under clause 40.1(a) (Notice), the State and theConcessionaires must then consult in good faith and use their reasonable endeavoursto agree on the amount of the additional revenue (net of additional expenses likely tobe incurred in deriving that additional revenue) calculated without counting any otheramounts payable between the Concessionaires and the State derived and likely to bederived by the Concessionaires by reason of the Compensable Enhancement in theFinancial Year in which the notice was given and each subsequent Financial Yearduring the Concession Period.

(c) No agreement

If no agreement is reached between the State and the Concessionaires as to theexistence of a Compensable Enhancement or an amount under clause 40.1(b)(Consultation) within 20 Business Days of the notice under 40.1(a) (Notice), either theState or the Concessionaires may refer the matter directly for expert determinationunder clause 73 (Expert determination).

40.2 Meaning of Compensable Enhancement(a) Meaning

A compensable enhancement is a material circumstance or event that occurs or takesplace after the date of this Deed which is a consequence of the exercise by the State ofany right or power of the type referred to in clause 36.3 (No restriction on State),including connections to the Freeway to which clause 36.4 (Proximate State Work)applies, an increase of the capacity of a Principal Road Interface or an upgrade to aPrincipal Road Interface carried out to a standard higher than the requirements ofclause 36.1(a)(iii) (Principal Road Interfaces) (Compensable Enhancement).

(b) Exclusions

However, a Compensable Enhancement does not include:

(i) a Government Directed Benefit;

(ii) a circumstance or event to the extent that it reflects the State affordingsupport to the Freeway under clause 36.1 (Transport network support) otherthan an upgrade of a Principal Road Interface referred to in clause 40.2(a)(Meaning);

(iii) actual or projected growth in road transportation network usage other thangrowth in traffic generated or attracted by the relevant circumstance orevent;



(iv) a Modification; or

(v) subject to clause 40.2(c) (Assumed Transport Network Enhancements), acircumstance or event constituted by the completion or implementation of allor part of any Assumed Transport Network Enhancement (including workthat is incidental to that Assumed Transport Network Enhancement) on orafter the estimated year of completion for that Transport NetworkEnhancement as set out in Schedule 8 (Assumed Transport NetworkEnhancements).

(c) Assumed Transport Network Enhancements

For the avoidance of doubt, if all or part of any Assumed Transport NetworkEnhancement is completed or implemented prior to the estimated year of completionor implementation for that enhancement as set out in Schedule 8 (Assumed TransportNetwork Enhancements), then Compensable Enhancements and NegativeCompensable Enhancements do include that Assumed Transport NetworkEnhancement for the period commencing in the year in which the enhancement iscompleted or implemented and ending in the year preceding the year in which theenhancement was estimated to be completed or implement as set out in Schedule 8(Assumed Transport Network Enhancements).

40.3 Negative Compensable Enhancements(a) Meaning

A Negative Compensable Enhancement is a material circumstance or event that occursor takes place after the date of this Deed, which is a consequence of the exercise bythe State of any right or power of the type referred to in clause 36.3 (No restriction onState), including a termination, closure or restriction on any connections to theFreeway or a downgrade in the capacity of a Principal Road Interface (but notincluding any works to which clause 36.4 (Proximate State Work) applies or, subjectto clause 40.2(c) (Assumed Transport Network Enhancements), a circumstance orevent constituted by the completion or implementation of all or part of any AssumedTransport Network Enhancement (including work that is incidental to that AssumedTransport Network Enhancement) on or after the estimated year of completion for thatTransport Network Enhancement as set out in Schedule 8 (Assumed TransportNetwork Enhancement)).

(b) Notice

The Concessionaires may notify the State of a Negative Compensable Enhancementprovided that the notice is given within 12 months of the occurrence of the NegativeCompensable Enhancement.

(c) Consultation

If the Concessionaires give a notice under clause 40.3(b) (Notice), on the nextoccasion when the parties are consulting in relation to Compensable Enhancementsunder clause 40.1(b) (Consultation), the State and the Concessionaires must thenconsult in good faith and use their reasonable endeavours to agree on the amount ofthe reduction of revenue (net of any savings of expenses likely to result from thatreduction of revenue, and without counting any amount payable by ConnectEast to theTrustee under the Freeway Sub-Lease) suffered or likely to be suffered by theConcessionaires by reason of the Negative Compensable Enhancement in theFinancial Year in which the notice was given and each subsequent Financial Yearduring the Concession Period.

(d) No agreement

If no agreement is reached between the State and the Concessionaires as to theexistence of a Negative Compensable Enhancement or an amount under clause 40.3(c)



(Consultation) within 20 Business Days of the notice under clause 40.3(b) (Notice),either the State or the Concessionaires may refer the matter directly for expertdetermination under clause 73 (Expert determination).

(e) Carry forward

If in any year the amount agreed in respect of a Negative Compensable Enhancementexceeds the amount agreed for that year in respect of Compensable Enhancements, theexcess will be carried forward and used in subsequent calculations under clause40.4(a) (Amount payable).

40.4 Payment of compensation(a) Amount payable

For each Financial Year, 50% of:

(i) any amount agreed under clause 40.1(b) (Consultation); minus

(ii) any amount agreed under clause 40.3(c) (Consultation) as adjusted underclause 40.3(e) (Carry forward) for any carried forward amount on account ofNegative Compensable Enhancements,

or in each case determined in accordance with Part L (Dispute Resolution) must bepaid in cash by the Trustee to the State, as additional rent and licence fees in respect ofthe Freeway Leases and the Freeway Licences. The payments must be made on thePayment Date relevant to that Financial Year. The obligation to make additional rentand licence fee payments in respect of an amount under clause 40.1 (CompensableEnhancement notification and consultation) is, however, subject to clause 40.4(d)(Circumstance ceasing).

(b) Pro rate for early termination

If this Deed terminates other than by reason of the passage of time, a proportion onlyof the amount applicable to the Financial Year in which this Deed terminates need bepaid on the Payment Date relevant to that Financial Year, equivalent to the proportionof that Financial Year that has expired prior to termination.

(c) Time for Payment/Toll Reduction

(i) Any payment to be made under clause 40.4(a) (Amount payable) or any TollReduction to be applied under clause 40.5 (Reduction of tolls) (asapplicable) in relation to any Financial Year must be made:

(A) subject to clause 40.4(c)(i)(B) (Time for Payment/Toll Reduction),by the later of:

(I) the Payment Date; and

(II) if, in respect of a payment under clause 40.4(a) (Amountpayable), on the Payment Date the Trustee was not in aposition to make the required payment and have theConcessionaires pay all Current Project Payments, thefirst date on which the Trustee is able to make therequired payment whilst the Concessionaires are still ableto pay all Current Project Payments; or

(III) if, in respect of a Toll Reduction under clause 40.5(Reduction of tolls), on the Payment Date ConnectEastwas not in a position to provide the required TollReduction and have the Concessionaires pay all CurrentProject Payments, the first date on which ConnectEast is



able to provide the required Toll Reduction whilst theConcessionaires are still able to pay all Current ProjectPayments; or

(B) if the Financial Year concerned is the one in which this Deedterminates, the date which is 20 Business Days after the date oftermination.

(ii) If a payment to be made under this clause 40.4(c) (Time for Payment/TollReduction) or a Toll Reduction to be provided under clause 40.5 (Reductionof tolls) is not made or provided (as applicable) on the relevant PaymentDate, the Concessionaires must ensure that no distribution, principalpayment, interest or other payment is made directly or indirectly to anyEquity Investor until that amount is paid in full.

(d) Circumstance ceasing

If:

(i) a circumstance or event which constitutes a Compensable Enhancementceases to subsist, payments required to be made by the Trustee to the State asadditional rent or licence fees under the Freeway Leases or FreewayLicences because of the Compensable Enhancement;

(A) in respect of the Financial Year in which that circumstance or thoseconsequences cease to subsist, will be reduced by a proportioncorresponding to the proportion of the Financial Year remainingafter that cessation; and

(B) subject to sub-paragraph (A), must no longer be made; or

(ii) a circumstance or event which constitutes a Negative CompensableEnhancement ceases to subsist, deductions which the Trustee is entitled tomake from rent and licence fee payments to the State under the FreewayLease and the Freeway Licences because of the Negative CompensableEnhancements:

(A) in respect of the Financial Year in which that circumstance or thoseconsequences cease to subsist, will be reduced by a proportioncorresponding to the proportion of the Financial Year remainingafter that cessation; and

(B) subject to sub-paragraph (i), must no longer be made.

40.5 Reduction of tolls(a) State election

The State may give notice to the Concessionaires electing to forego its right to apayment under this clause 40 (Compensable Enhancements) and instead have a TollReduction applied by ConnectEast, of an amount calculated so that ConnectEast willforego an amount of revenue which does not exceed the amount of that payment.

(b) Timing and amounts

If the State gives a notice to the Concessionaires under clause 40.5(a) (State election),the State and the Concessionaires must use their respective reasonable endeavours toagree on the amount of the Toll Reduction, the allocation of that Toll Reduction toCustomers and, subject to clause 40.4(c) (Time for Payment/Toll Reduction), thetiming of the Toll Reduction to achieve the result contemplated in clause 40.5(a)(State election). If the matter is not agreed within 10 Business Days of the Stategiving the notice to the Concessionaires, either the State or the Concessionaires mayrefer the matter directly for expert determination under clause 73 (Expertdetermination).



41. Taxes and stamp duty41.1 Land

Subject to the Project Legislation and in accordance with clause 42 (Goods and Services Tax),the Concessionaires must pay all Taxes levied on them and all Taxes properly charged to themby reference to:

(a) the ownership or occupation of the Leased Area;

(b) the ownership or occupation of the Licensed Area (other than any area the subject of aMaintenance Licence);

(c) the ownership or occupation of any area the subject of a Maintenance Licence for theperiod referrable to its use or occupation of that area;

(d) the operation, maintenance or repair of the Freeway or the maintenance or repair of theMaintained Off-Freeway Facilities; or

(e) any one or more of these.

41.2 Project DocumentsSubject to the Project Legislation, as between the State, SEITA and the Concessionaires, theConcessionaires must pay or procure the payment of all stamp duties and other Taxes and feeslevied or payable in respect of the Project Documents or any transaction or instrumentcontemplated in any of them.

42. Goods and Services Tax42.1 GST to be added to amounts payable

If a party to this Deed (Taxable Supplier) makes a Supply to another party (TaxableRecipient) under, by reference to or in connection with this Deed, that is a Taxable Supply,other than a Taxable Supply the consideration for which is expressly agreed to be GSTinclusive, the consideration for that Taxable Supply is increased by, and the Taxable Recipientmust also pay an amount equal to, the GST Amount.

42.2 Tax Invoice and Adjustment NoteThe Taxable Supplier will provide the Taxable Recipient with a Tax Invoice in respect of anyTaxable Supply made under, by reference to or in connection with this Deed, and an AdjustmentNote in respect of any Adjustment Event arising in relation to a Taxable Supply under, byreference to or in connection with this Deed.

42.3 Liability net of GSTAny reference in the calculation of Consideration under this Deed to a cost, expense or otherLiability incurred by a person, will exclude the amount of any Input Tax Credit entitlement ofthat person in relation to an Acquisition to which the relevant cost, expense or other Liabilityrelates. A person will be assumed to have an entitlement to a full Input Tax Credit unless itdemonstrates otherwise prior to the date on which the Consideration must be provided.

42.4 Revenue exclusive of GSTExcept to the extent that the contrary intention is expressly stated, any reference in this Deed toprice, value, sales, proceeds, revenue or a similar amount (Revenue), will be a reference to thatRevenue determined on a GST exclusive basis.

42.5 Cost exclusive of GSTExcept to the extent that the contrary intention is expressly stated, any reference in this Deed(other than in the calculation of Consideration) to cost, expense or other similar amount (Cost),will be a reference to that Cost reduced by any Input Tax Credit to which that person is entitled



in relation to an Acquisition to which the relevant Cost relates. A person will be assumed tohave an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the dateon which the Consideration must be provided.

42.6 Non Monetary Consideration SuppliesThe parties agree that:

(a) any Taxable Supplies made by a Concessionaire under clause 2.1 (Obligations ofConcessionaires), clause 13.1 (State's licence), clause 28 (Signs and speed cameras),clause 56.9(b) (Grant of licence to the State), clause 71 (Handover at end ofConcession Period) and any other Taxable Supplies or part of a Taxable Supply madeby a Concessionaire to the State under the Project Documents, for which aConcessionaire does not receive monetary consideration (Concessionaires NonMonetary Consideration Supplies), are made in consideration for the State's TaxableSupplies under clause 2.2 (Grant of concession) of this Deed and any other TaxableSupplies made by the State to a Concessionaire under the Project Documents, exceptthose Taxable Supplies or parts of Taxable Supplies for which the State is paidmonetary consideration (State Non Monetary Consideration Supplies), and viceversa;

(b) subject to clause 42.6(e) (Non Monetary Consideration Supplies), but notwithstandinganything else in any Project Document any non monetary consideration provided by aparty under a Project Document is GST inclusive and will not be increased on accountof GST under clause 42.1 (GST to be added to amounts payable) or any other clausein any Project Document;

(c) subject to clause 42.6(e) (Non Monetary Consideration Supplies) the total GSTinclusive market value of the Concessionaires Non Monetary Consideration Suppliesis $3,763,629,398 and the total GST inclusive market value of the State Non-Monetary Consideration Supplies is $3,763,629,398;

(d) on the Commencement Date:

(i) the State will issue a Tax Invoice to ConnectEast for that part of the StateNon Monetary Consideration Supplies which the State makes toConnectEast. This Tax Invoice will show (together with everything elserequired by the GST Law) as the "price (as defined in the GST Law) forthose supplies $940,907,350 being the GST inclusive market value of suchpart of the Concessionaires Non Monetary Consideration Supplies as aremade by ConnectEast to the State, and the total GST payable as$85,537,032;

(ii) the State will issue a Tax Invoice to the Trustee for that part of the TaxableSupplies made by the State to the Trustee under the Project Documents forwhich the State receives either Non-Monetary Consideration or the InterestRate Adjustment Payment. This Tax Invoice will show (together witheverything else required by the GST Law) as the "price" (as defined in theGST Law) for those supplies the amount of $2,822,722,048, being the GSTinclusive market value of such part of the Concessionaires Non-MonetaryConsideration Supplies as are made by the Trustee to the State plus the GSTinclusive amount of the Interest Rate Adjustment Payment and the total GSTpayable as $256,611,095 plus 1/11th of the GST inclusive amount of theInterest Rate Adjustment Payment;

(iii) ConnectEast will issue a Tax Invoice to the State for that part of theConcessionaires Non Monetary Consideration Supplies which ConnectEastmakes to the State. This Tax Invoice will show (together with everythingelse required by the GST Law) as the "price" (as defined in the GST Law)for those supplies $940,907,350 being the GST inclusive market value of the



State Non-Monetary Consideration Supplies made by the State toConnectEast, and the total GST payable as $85,537,032;

(iv) the Trustee will issue a Tax Invoice to the State for that part of theConcessionaires Non Monetary Consideration Supplies which the Trusteemakes to the State. This Tax Invoice will show (together with everythingelse required by the GST Law) as the "price" (as defined in the GST Law)for those supplies $2,822,722,048 being the GST inclusive market value ofthe State Non-Monetary Consideration Supplies made by the State to theTrustee and the total GST payable as $256,611,095; and

(v) the Trustee will pay to the State 10% of the Interest Rate AdjustmentPayment in satisfaction of its obligation under clause 42.1 (GST to be addedto amounts payable) in respect of the Interest Rate Adjustment Payment.

Each Tax Invoice referred to above will show the Commencement Date as both itsdate of issue and the date that the Taxable Supplies referred to in the Tax Invoice aremade. For the purposes of this paragraph the "GST inclusive amount of the InterestRate Adjustment Payment" shall mean the Interest Rate Adjustment Payment plus10% of the Interest Rate Adjustment Payment.

(e) if the Commissioner of Taxation, a Court or other appropriate Government Agencydetermines for any reason whatsoever that the State is not entitled to an Input TaxCredit in respect of the Concessionaires Non Monetary Consideration Supplies:

(i) the Consideration for the State Non Monetary Consideration Supplies is notGST inclusive and that Consideration must be increased on account of GSTunder clause 42.1 (GST to be added to amounts payable);

(ii) the Concessionaires must pay to the State the amount by which thatConsideration must be increased on account of GST under clause 42.1 (GSTto be added to amounts payable) within 5 Business Days of being requestedin writing by the State to do so; and

(iii) the Concessionaires must pay to the State an amount equal to any penaltiesor interest imposed on the State in respect of the acquisition by the State ofthe Concessionaire Non Monetary Consideration Supplies or the claiming ofany Input Tax Credits in relation to the State's acquisition of theConcessionaire Non Monetary Consideration Supplies;

(f) if the Commissioner of Taxation, a Court or other appropriate Government Agencydetermines for any reason whatsoever that the GST inclusive market value of theConcessionaires Non Monetary Consideration Supplies does not equal the GSTinclusive market value of the State Non Monetary Consideration Supplies for GSTpurposes, then:

(i) if the Concessionaires Non Monetary Consideration Supplies are determinedto have a greater GST inclusive market value than the GST inclusive marketvalue of the State Non Monetary Consideration Supplies, then theConcessionaires will pay the State an additional amount equal to 10% of thedifference within 10 Business Days of the date the relevant determination ismade;

(ii) if the State Non Monetary Consideration Supplies are determined to have agreater GST inclusive market value than the GST inclusive market value ofthe Concessionaires Non Monetary Consideration Supplies, the State willpay the Concessionaires an additional amount equal to 10% of the differencemultiplied by the extent of creditable purpose (as that term is defined insection 11-30(3) of the A New Tax System (Goods and Services Tax Act)1999) for the State's acquisition of the Concessionaires Non MonetaryConsideration Supplies, within 10 Business Days of the date the relevantdetermination is made;



(iii) the parties will do all things required, including issuing new tax invoices andadjustments notes (if necessary), to give effect to the relevant GovernmentAgency's determination; and

(iv) any amount payable under this clause 42.6(f) (Non Monetary ConsiderationSupplies) is GST inclusive and will not be increased on account of GSTunder clause 42.1 (GST to be added to amounts payable); and

(g) If but for this paragraph a GST clause in another Project Document would apply inrespect of a Taxable Supply which this clause also applies then this clause 42 (Goodsand Services Tax) will apply in respect of that supply and the GST clause in the otherProject Document will not apply.

43. General43.1 Interest

If any moneys due and owing to the State, SEITA or a Concessionaire under this Deed or anyother Project Document remain unpaid after the date upon which, or after the expiration of theperiod within which, they should have been paid, then interest at the Default Rate, calculateddaily, will be payable on those moneys from the date upon which, or from the date of theexpiration of the period within which, they should have been paid, up to and including the dateupon which the moneys are paid compounded on the last Business Day of each month.

43.2 No deductions, set off or counterclaimSubject to clause 43.3 (Set off), all payments by one party to another or to SEITA under aProject Document must be:

(a) unless it is expressly stated that a demand is required, made without demand from theother party to that Project Document;

(b) free of any set off or counterclaim; and

(c) without deduction or withholding for any present or future Taxes unless the party iscompelled by Law to deduct or withhold any such Taxes.

43.3 Set off(a) State Set off

Without limitation to the State's rights under clause 5 (Bonds), subject to clause43.3(b) (Exception to State set off), the State may set off or deduct from any moneyspayable by the State to a Concessionaire under the Project Documents any amounts:

(i) for which either Concessionaire must reimburse the State or SEITA;

(ii) which the State or SEITA pays on either Concessionaire’s behalf; or

(iii) which are then due and payable by either Concessionaire to the State orSEITA (whether or not such amounts are expressed to be a debt due fromeither Concessionaire to the State or SEITA),

under or in connection with the Project Documents.

(b) Exception to State set off

Clause 43.3(a) (State Set off) does not apply to the Project Debt portion of any EarlyTermination Amount.

(c) Concessionaire Set off

Each Concessionaire must make all payments to the State or its Associates under or inconnection with the Project Documents without set off or counterclaim and withoutany deduction.



(d) Meaning

In this clause 43.3 (Set off), the term 'amount' includes debts, fees, costs (includinglegal costs on an indemnity basis), indemnities, charges, duties, penalties, Taxes,expenses and liquidated or unliquidated damages.

PART I. RISKS AND LIABILITIES

44. Concessionaire risksSubject to clause 45 (Key Risk Management Regime), and except in relation to obligations orresponsibilities expressly undertaken, or the risks expressly accepted or retained, by the Stateunder the Project Documents, the Concessionaires accept and will bear all risks relating to theProject, including the following:

(a) Cost increases

the actual cost of the Project (including inflation, cost increases and rates of interest)or the performance of the Concessionaires' obligations under this Deed being greaterthan the cost estimated;

(b) Time

the time or period of performance of the Concessionaires' obligations under this Deedbeing greater than estimated;

(c) Traffic

the traffic volumes or vehicle mixes on the Freeway or any Freeway Section beingdifferent than estimated or the Project not being economically viable;

(d) Revenue

the revenue generated in respect of the Project being less than estimated;

(e) Land

land or interests in land additional to the Licensed Area, the Leased Area or the landdescribed in the Property Schedule being necessary to enable the Concessionaires tocomply with the provisions of this Deed;

(f) Land Conditions

the Land Conditions;

(g) Technical obsolescence

technical obsolescence occurring in relation to the Plant, the Tolling System orotherwise in relation to equipment or systems used, or proposed to be used, in relationto the Project;

(h) Tolling

the Tolling System not operating effectively in accordance with its intended purpose;

(i) Law and Taxes

any Law or Taxes (including any Change in Law) now or in the future affecting thenature or extent of the Concessionaires' rights, obligations or Liability under theTransaction Documents or its ability to exercise those rights or perform thoseobligations;

(j) Industrial

Industrial Action and Industrial Relations Issues;



(k) Weather

weather including inclement weather causing delay, increased cost, decreased revenue,Liability or safety or emergency concerns;

(l) Project Scope and Project Requirements

the risk that compliance with the Project Scope and Project Requirements, or with theprocedures, systems and standards developed as contemplated by the Project Scopeand Project Requirements, will not satisfy the Concessionaires' obligations under thisDeed;

(m) Construction Activities

all risks associated with performing the Construction Activities including any changesto the Construction Activities causing delay, increased cost or decreased revenue;

(n) Interface

other than to the extent referred to in clause 44(o) (Utility Infrastructure), the interfacebetween performing the Construction Activities and any other works, infrastructure,plant, equipment or systems undertaken, constructed, operated or maintained by anyperson (including by the State or its Associates);

(o) Utility Infrastructure

the interface and interaction between the Project and any Utility Infrastructure andmanagement of that risk, to the extent applicable, in accordance with the ProjectLegislation, the Road Management Act or otherwise;

(p) Approvals

delay in, or refusal by, any Authority, SEITA or other person in granting an Approval;

(q) Insurance

the ability to obtain and maintain insurances in accordance with clause 51 (Insurance);and

(r) Safety

any occupational health and safety matters.

As between the Concessionaires, the risks referred to above are borne in the allocation stated inthis Deed.

45. Key Risk Management Regime45.1 Concessionaires to notify of Possible Key Risk Event

If:

(a) an Act of Prevention occurs;

(b) the State fails to provide support as required under clause 36.1 (Transport networksupport);

(c) a Discriminatory Change in State Law occurs;

(d) the Concessionaires have complied with clause 14.6 (Native Title) and aConcessionaire is prevented (in whole or in part) from complying with its obligationsunder this Deed as a result of the existence of a Native Title Application or NativeTitle being found to exist with respect to the Licensed Area or the Leased Area or anypart of them;

(e) a Change in Law other than a Discriminatory Change in State Law occurs;



(f) an Uninsurable Force Majeure Event occurs;

(g) a change occurs in, or in relation to, State policy (including a change arising due to thenumber of offences occurring) which relates to:

(i) the enforcement of, or prosecutorial discretion relating to, offences under theProject Legislation for evasion of toll payments, which results in that Statepolicy being different (in nature or extent) from the equivalent State policyconcerning or applicable to offences based on traffic surveillance devices.For the purposes of this clause 45.1(g) (Concessionaires to notify of PossibleKey Risk Event), State policy excludes the policies of any GovernmentAgency vested with the discretion to enforce, or with the powers to issue,guidelines as to the exercise of prosecutorial discretion in so far as theexercise of those discretions and powers are substantially free frominterference from the Victorian government of the day; or

(ii) resourcing of the Government Agency responsible for the enforcement of thepenalties imposed in connection with the failure to pay tolls on the Freewayto the extent that that change in State policy results in that GovernmentAgency being less able to fulfil that responsibility relative to the ability itwould have had if the resources made available to it by the State had beenequivalent to those made available by the State to correspondingGovernment Agencies;

(h) an EES Event occurs; or

(i) an EPBC Event occurs,

(each Possible Key Risk Event) and this has had, has started to have, or will have a RelevantEffect, the Concessionaires:

(j) may provide the State with notice of that fact, including such details as the State mayreasonably require as to the effect of the Possible Key Risk Event on the Project; and

(k) must use all reasonable endeavours to mitigate the adverse consequences of the eventor circumstance.

The effect of any Modification, Proximate State Work, an increase in the capacity of a PrincipalRoad Interface or an upgrade to a Principal Road Interface carried out in accordance with, or toa standard higher than, the requirements of clause 36.1(a)(iii) (Principal Road Interfaces) willnot be taken into account in determining whether a Possible Key Risk Event has had, has startedto have or will have a Relevant Effect.

45.2 Time limitA notice given by the Concessionaires under clause 45.1 (Concessionaires to notify of PossibleKey Risk Event) will only be valid if given to the State within 12 months after theConcessionaires become aware of the occurrence of the relevant Possible Key Risk Event.

45.3 Occurrence of a Possible Key Risk Event(a) Obligation to negotiate

If a notice has been given under clause 45.1 (Concessionaires to notify of PossibleKey Risk Event), then as soon as practicable, but no later than 20 Business Days afterthe State has received that notice, the parties must negotiate in good faith with a viewto agreeing:

(i) whether or not the notice is valid and was given within the time limited byclause 45.2 (Time limit);

(ii) whether or not the relevant Possible Key Risk Event has occurred; and

(iii) if it has, whether or not the Possible Key Risk Event has had, has started tohave, or will have, a Relevant Effect.



(b) Determination of matter

If the parties do not reach agreement as contemplated by clause 45.3(a) (Obligation tonegotiate) within 20 Business Days after commencing the negotiations contemplatedby clause 45.3(a) (Obligation to negotiate), then either the State or the Concessionairesmay refer the matter directly for expert determination under clause 73 (Expertdetermination).

45.4 Good faith negotiations(a) Obligation to negotiate

As soon as practicable, but no later than 20 Business Days after it has been agreed ordetermined that the notice given under clause 45.1 (Concessionaires to notify ofPossible Key Risk Event) was validly given within the time limited by clause 45.2(Time limit), the relevant Possible Key Risk Event has occurred and that it has had,has started to have, or will have, a Relevant Effect as contemplated under clause 45.3(Occurrence of a Possible Key Risk Event), subject to clause 45.4(b) (Prior inability torepay debt or give Base Case Equity Return), the parties must negotiate in good faithto determine a redress which will, subject to clause 45.4(e) (State financialcontribution), enable FinCo or the Concessionaires (as applicable) to:

(i) pay or repay the Project Debt on the due dates for payment (without regardto any acceleration of the obligation to pay or repay); and

(ii) give to the Equity Investors (treated as if they are Notional Initial EquityInvestors) the Base Case Equity Return applicable to the class of EquityFunding in which they have invested or which they have provided.

(b) Prior inability to repay debt or give Base Case Equity Return

If, prior to the occurrence of the relevant Possible Key Risk Event, FinCo or theConcessionaires (as applicable) were not able to, or not reasonably expected to be ableto:

(i) pay or repay the Project Debt on the due dates for payment (without regardto any acceleration of the obligation to pay or repay); or

(ii) give to the Equity Investors (treated as if they are Notional Initial EquityInvestors) the Base Case Equity Return applicable to the class of EquityFunding in which they have invested or which they have provided,

then the parties must negotiate in good faith to determine a redress which will, subjectto clause 45.4(e) (State financial contribution), enable FinCo or the Concessionaires(as applicable) to have a similar ability to pay or repay the Project Debt or give anEquity Returns (as applicable) as they had, or were reasonably expected to have, priorto the occurrence of the relevant Possible Key Risk Event without reducing the abilityto realise the Project objectives.

(c) Assessment based on Concessionaire receiving net benefit

For the purposes of clauses 45.4(a) (Obligation to negotiate) and 45.4(b) (Priorinability to repay debt or give Base Case Equity Return), FinCo's or theConcessionaires' ability to pay or repay the Project Debt on the due dates for paymentor give the applicable Base Case Equity Returns, or any lower Equity Returns, must beassessed assuming the Concessionaires receive any net benefit referred to in clause45.8 (Net benefit).

(d) Redress

Subject to clause 45.4(e) (State financial contribution), in any negotiations, the partiesmust take a flexible approach and consider the following possible redress:

(i) varying the Project Documents;



(ii) varying the Concession Period and the term of the relevant Freeway Leases;

(iii) varying the financial or other contributions of the parties;

(iv) requesting that the Financiers restructure the Project financing arrangements;

(v) varying the Toll Calculation Schedule; or

(vi) taking such other action as the parties may agree.

(e) State financial contribution

In any negotiations arising from the occurrence of a Possible Key Risk Event set outin:

(i) clauses 45.1(a), 45.1(b), 45.1(c), 45.1(d), 45.1(g) or 45.1(h)(Concessionaires to notify of Possible Key Risk Event), the provision of, ora variation to, a financial contribution of the State will not be available as aredress, unless other redress reasonably available to the parties will notachieve the objectives referred to in clauses 45.4(a) (Obligation to negotiate)or 45.4(b) (Prior inability to repay debt or give Base Case Equity Return), asapplicable, and then, only to the extent that the other redress will not achievethese objectives; and

(ii) clauses 45.1(e), 45.1(f) or 45.1(i) (Concessionaires to notify of Possible KeyRisk Event), the provision of, or variation to, a financial contribution of theState will not be available as a redress in any circumstances (including if theredress otherwise available will not achieve the objectives referred to inclauses 45.4(a) (Obligation to negotiate) or 45.4(b) (Prior inability to repaydebt or give Base Case Equity Return), as applicable).

(f) Dispute resolution

(i) If the parties do not reach agreement on the appropriate redress and level ofredress within 20 Business Days of the time for commencing negotiationsunder this clause 45.4 (Good faith negotiations), either the State or theConcessionaires may refer the matter directly for expert determination underclause 73 (Expert determination).

(ii) In making the determination, the expert or (if clause 74.1 (Notice of referralto arbitration) applies), the arbitrator must ensure, and the parties mustrequire that, his or her determination as to any redress is consistent withclause 45.4(e) (State financial contribution), does not involve a redress otherthan those set out in clauses 45.4(d)(i) to 45.4(d)(v) (Redress) without theparties' agreement, and is otherwise consistent with this clause 45 (Key RiskManagement Regime).

(g) Indemnity under clause 50.2 (Other indemnities)

If, taking into account the obligation of the Concessionaires to indemnify the State, itsAssociates, and (if applicable) any Protected Contractor under clause 50.2 (Otherindemnities) a Possible Key Risk Event has a Relevant Effect, then:

(i) the obligation of the Concessionaires to indemnify the State, its Associates,and (if applicable) any Protected Contractor under clause 50.2 (Otherindemnities) shall be taken into account in determining the redress underclause 45 (Key Risk Management Regime); and

(ii) the obligation of the Concessionaires under clause 50.2 (Other indemnities)to indemnify the State, its Associates, and (if applicable) any ProtectedContractor "on demand" shall be taken into account in the processescontemplated by this clause 45 (Key Risk Management Regime), includingwithout limitation in determining the redress under this clause 45 (Key RiskManagement Regime).



45.5 Consideration of informationThe State, on the one hand, and the Concessionaires, on the other, must ensure that the other is,upon request, given a reasonable opportunity to consider information relevant to matters thesubject of negotiation or determination under this clause 45 (Key Risk Management Regime).

45.6 Restrictions on extension of Concession PeriodIn no case can the Concession Period or the term of a Freeway Lease be extended so as to resultin the aggregate period of all extensions under this clause 45 (Key Risk Management Regime)exceeding 10 years from the Expiry Date without the State's consent.

45.7 No over compensationUnder no circumstances will the State be obliged to make available a redress to the extent that:

(a) it will achieve an outcome in excess of that which is necessary to provide the redressrequired in respect of the applicable Relevant Effect; or

(b) the applicable Relevant Effect is caused, or contributed to, by a breach of a ProjectDocument by either or both Concessionaires.

45.8 Net benefitIn any agreement or determination under this clause 45 (Key Risk Management Regime) as to:

(a) the level of redress to be provided; or

(b) whether a Possible Key Risk Event has had, has started to have or will have aRelevant Effect,

the parties will net-off the actual and projected beneficial effect on the ability of theConcessionaires or FinCo, as applicable to pay or repay the Project Debt on the due dates forpayment (without regard to any acceleration of the obligations to repay) or the ability to give theEquity Investors Equity Returns or both, of any Government Directed Benefit.

45.9 State contributionTo the extent that the redress agreed or determined to be appropriate involves the making of afinancial contribution by the State, the amount of that contribution is to be determined net ofmoneys due and payable to the State under the Project Documents.

45.10 Contractor involvementEither the State or the Concessionaires may require, and if the State so requires, the relevantConcessionaire must procure that a Contractor or Relevant Entity attend and participate in anynegotiations conducted under this clause 45 (Key Risk Management Regime) and proceedingsleading up to a determination arising under this clause 45 (Key Risk Management Regime)which may affect their respective rights and obligations under the Construction Contract,Operation and Maintenance Agreement, Customer Service Contract or Material Contract (asapplicable) (as the case may be).

45.11 Implementation of redress(a) Efficient implementation

The Concessionaires must ensure that any redress afforded under this clause 45 (KeyRisk Management Regime) is efficiently applied and structured (so as, for example,not to create or increase any Liability for Taxes, the Liability for which need not beincurred or need only be incurred to a limited extent).

(b) Relevant Effect must have commenced

If a redress is agreed or determined on the basis that a Possible Key Risk Event willhave, but has not had or started to have, a Relevant Effect, then no redress will be



implemented before the Possible Key Risk Event has had or has started to have aRelevant Effect, unless the State directs otherwise.

45.12 Interaction with indemnitiesIf a Concessionaire is required to pay an amount under clause 50.2 (Other indemnities) due tothe occurrence of a Possible Key Risk Event and, assuming that amount is paid in accordancewith clause 50.2 (Other indemnities), the Possible Key Risk Event would have a RelevantEffect, then:

(a) to the extent that part of that amount can be paid without the Key Risk Event having aRelevant Effect, it must be paid in accordance with clause 50.2 (Other indemnities);

(b) the remainder of that amount must be paid on the earlier of:

(i) agreement or determination that the Key Risk Event has not occurred or hasnot started to or will not have a Relevant Effect, as applicable; and

(ii) the redress for the Possible Key Risk Event being agreed or determined; and

(c) any determination as to whether Possible Key Risk Event has had, has started to haveor will have a Relevant Effect or the redress required in relation to the Possible KeyRisk Event must take into account the payment required to be made by theConcessionaire under clause 50.2 (Other indemnities).

46. Force majeure46.1 Notification

(a) Requirement to notify

If a Concessionaire becomes aware of any matter likely to constitute a Force MajeureEvent, the Concessionaires must immediately give notice of that matter and allrelevant particulars to the State.

(b) Particulars

Within 5 Business Days after the occurrence of a Force Majeure Event, theConcessionaires must give notice to the State of the full particulars of the ForceMajeure Event including its nature and likely duration, the non-financial obligations(including to avoid doubt, any obligations to cure an Event of Default) affected by itand the nature, extent and likely duration of its effect on the Concessionaires’ abilityto perform those obligations (Suspension Notice).

(c) Continuing updates

Following the issue of a Suspension Notice, the Concessionaires must keep the Stateinformed at reasonable intervals and, upon the request of the State, of:

(i) the likely duration of the applicable Force Majeure Event and of its effect onthe Concessionaires’ ability to perform their non-financial obligations underthis Deed;

(ii) the actions taken or the actions proposed to be taken by the Concessionairesto mitigate or minimise the effects of that Force Majeure Event; and

(iii) any other matter relevant to that Force Majeure Event or theConcessionaires’ other obligations under this Deed that are affected by thatForce Majeure Event.



46.2 Suspension of obligations(a) General

Subject to clause 46.2(b) (Opening of lanes), to the extent that it is prevented ordelayed by a Force Majeure Event, a Concessionaire's performance of its non-financialobligations under this Deed (other than any obligation which arises under clause 20.2(Obligation to complete) but, to avoid doubt, including any obligation to cure an Eventof Default) will be suspended to that extent from the date the Concessionaires give aSuspension Notice in respect of that Force Majeure Event until the relevantConcessionaire ceases to be so prevented or delayed (Force Majeure CessationDate). For the avoidance of doubt, the Concessionaires will not be entitled to anextension of time to the Planned Date for Freeway Section Completion as a result ofany delay caused by a Force Majeure Event, except where expressly entitled underclause 20.4 (Delays) of this Deed.

(b) Opening of lanes

Clause 46.2(a) (General) will only apply to suspend ConnectEast's obligation underclause 26.1 (Continuous opening) to keep all traffic lanes of the Freeway open forpublic use where the occurrence of the Force Majeure Event prevents the safe passageof vehicles.

46.3 Temporary measures and alternative arrangementsDuring the suspension of any non-financial obligations under clause 46.2 (Suspension ofobligations):

(a) the relevant Concessionaire or Concessionaires must Diligently Pursue removal ormitigation of the preventing or delaying effect of each Force Majeure Event on therelevant Concessionaire’s or Concessionaires’ performance of the relevant non-financial obligation under this Deed; and

(b) the State may make alternative arrangements for the performance of any suspendednon-financial obligation, whether by another person or otherwise, without incurringany Liability to the relevant Concessionaire or Concessionaires and the relevantConcessionaire or Concessionaires must use their reasonable endeavours to facilitatethe implementation of those alternative arrangements.

46.4 Notice of cessation of Force MajeureThe relevant Concessionaire must give immediate notice to the State of the Force MajeureCessation Date. The Concessionaires must immediately resume performance of the relevantnon-financial obligations suspended as a result of the particular Force Majeure Event to theextent the Force Majeure Event ceases to prevent or delay the relevant Concessionaire'sperformance of that obligation whether or not the Concessionaires have given notice of theForce Majeure Cessation Date.

47. Property damage and personal injury47.1 Risk of damage to Freeway and Maintained Off-Freeway Facilities

(a) Risk of loss or damage to Freeway and Maintained Off-Freeway Facilities

Subject to clauses 47.1(c) (State's responsibility) and 47.3(a) (No general right toterminate), and without limiting the Concessionaires' rights under clauses 36.4(Proximate State Work), 37 (Modifications) and 45 (Key Risk Management Regime),during the Concession Period, as between the State and each Concessionaire, eachConcessionaire will bear the risk of, and must promptly make good any loss ordamage to or destruction of, its Works, its Temporary Works, (and in the case of theTrustee the Freeway other than the Freeway Plant and Equipment, and in the case ofConnectEast the Freeway Plant and Equipment and the Maintained Off-Freeway



Facilities) (to the extent that the risk, loss or damage relates to the maintenance orrepair or failure to maintain or repair the Maintained Off-Freeway Facilities), theLicensed Area or the Leased Area.

(b) Risk of loss or damage to Returned Works

Subject to clauses 47.1(c) (State's responsibility) and 47.3(a) (No general right toterminate), and without limiting the Concessionaires' rights under clauses 36.4(Proximate State Work), 37 (Modifications) and 45 (Key Risk Management Regime),during the Concession Period, as between the State and each Concessionaire,ConnectEast will bear the risk of and must promptly make good any loss or damageto, or destruction of, the Returned Works:

(i) except any Returned Works which have been handed over to the relevantFacility Owner in accordance with this Deed; and

(ii) after any discrete part of the Returned Works have been handed over to therelevant Facility Owner in accordance with this Deed, arising out of or inconnection with the Construction Activities or the Operation Activities.

(c) State's responsibility

Clauses 48.1(ggg) (No Liability), 49(a) (Liability unaffected) (but only to the extentthat the clause refers to 48.1(ggg) (No Liability)) and 50.2(c) (Other indemnities) donot apply to the extent that any loss or damage is a consequence of any negligent actor omission of the State or its Associates or breach by the State of this Deed unless,and to the extent that, in respect of such loss or damage a Concessionaire is entitled toand does recover an amount for such loss or damage under any policy of insurancerequired under clause 51 (Insurance). Each Concessionaire must use its reasonableendeavours to recover any such amounts to which it is entitled under any policy ofinsurance. The insurer is not permitted to subrogate under such policy of insuranceany right of the Concessionaires against the State or its Associates.

(d) Limitation on State's responsibility

Clause 47.1(c) (State's responsibility) however, does not apply to the extent that theloss or damage results from a risk accepted by either Concessionaire provided forunder, or any representation, warranty, undertaking, waiver or acknowledgment givenby either Concessionaire under, this Deed.

47.2 Damage(a) ConnectEast to remedy

Subject to clauses 19.4 (Defects) and 23 (Defects Liability Period for ReturnedFacilities), and without limiting the Concessionaires' obligations to provide (andConnectEast's obligation to operate, maintain and repair) the Freeway for public usefor the safe, efficient and continuous passage of vehicles, and except as otherwiseprovided for in this Deed, ConnectEast must Diligently Pursue the correction of anyDefect in, or the repair and reinstatement of any material damage to or destruction of,the Facilities.

(b) Specific steps

Without limitation under clause 47.2(a) (ConnectEast to remedy), in particular:

(i) ConnectEast must take immediate steps to clear any debris and begin initialrepair work;

(ii) ConnectEast must Diligently Pursue the repair and reinstatement of therelevant part of the Freeway, the Works and the Temporary Works so that:



(A) they comply with this Deed, including the Project Scope andProject Requirements (or such lesser standard or specification asmay be notified by the State); and

(B) in the case of the Freeway, there is as little as practicabledisruption to public use of the Freeway for the safe, efficient andcontinuous passage of vehicles;

(iii) each Concessionaire must, to the greatest extent reasonably possible,endeavour to continue to comply with its other obligations under the ProjectDocuments; and

(iv) ConnectEast must manage all remedy, repair and replacement activities sothat the impact on the safe, efficient and continuous passage of vehicles overthe Freeway is as little as practicable.

(c) Notice

The Concessionaires must promptly notify the State after the Concessionaires, aContractor or Relevant Entity becomes aware of any material damage to, seriousdefect in, destruction of, or serious matters requiring repair at, the Facilities or theTemporary Works and provide a detailed report of any such damage, defect,destruction or matter requiring repair which is likely to cause any serious danger, riskor hazard to the Facilities or any person or property.

(d) Written report

ConnectEast must provide the State with a further detailed report of all action beingtaken or to be taken to remedy the damage, destruction, defect or matter requiringrepair contemplated by clause 47.2(c) (Notice), including the estimated time suchremedy will require.

(e) Programming

ConnectEast must consult with the State as to the programming of the works needed toremedy, repair or rectify the damage, defect, destruction or matter.

(f) Interpretation

In clauses 47.2 (Damage) and 47.3 (Termination for failure to reinstate), a reference to'the Facilities ' is a reference to the Facilities except any Returned Facilities whichhave been handed over to the relevant Facility Owner in accordance with this Deed.

47.3 Termination for failure to reinstate(a) No general right to terminate

An Event of Default will not be taken to have occurred due to a failure to comply withclause 47.2 (Damage) with respect to the repair and reinstatement of any materialdamage to or destruction of the Facilities (Relevant Damage) or a failure to complywith other obligations under the Project Documents to the extent that such complianceis prevented by the Relevant Damage if each of the conditions set out in clause 47.3(b)(Uninsurable Force Majeure Event circumstances) is satisfied.

(b) Uninsurable Force Majeure Event circumstances

The conditions to be satisfied for the purposes of clause 47.3(a) (No general right toterminate) in the case of an Uninsurable Force Majeure Event are:

(i) the Relevant Damage was caused by an Uninsurable Force Majeure Event;

(ii) the Concessionaires notify the State that the Concessionaires do not proposeto comply with clause 47.2 (Damage) with respect to the Relevant Damagewithin 60 Business Days of the date the Relevant Damage occurred; and



(iii) were the Concessionaires to repair and reinstate the Relevant Damage inaccordance with clause 47.2 (Damage) or any lesser standard required by theState, the cost to the Concessionaires of doing so would be likely to result inthe Equity Return (assessed from the date the Relevant Damage occurredover the remainder of the Concession Period) being less than the lower of:

(A) the applicable Base Case Equity Returns; and

(B) the applicable Equity Returns,

determined for the time immediately prior to the date the Relevant Damageoccurred.

In assessing the Equity Returns from the date of the Relevant Damage for thesepurposes, regard must be had to any redress afforded or likely to be afforded underclause 45 (Key Risk Management Regime) in connection with the Relevant Damage.

(c) Termination with respect to the State Area

If a notice is given under clause 47.3(b)(ii) (Uninsurable Force Majeure Eventcircumstances), then, upon the State giving 15 Business Days notice to theConcessionaires, rights granted to the Concessionaires under clause 2.2 (Grant ofconcession) and any other rights and obligations of the Concessionaires under theProject Documents will immediately terminate to the extent that these rights andobligations arise on or after the effective date of the State's notice, with the exceptionof the obligations imposed by this clause 47.3 (Termination for failure to reinstate)and to the extent that they apply to or affect the part of the Facilities, and theassociated interests in land, located between the two interchanges (whether adjoiningor not) between which the Relevant Damage is located (State Area).

(d) Connection of State Area and Access

The Concessionaires must give to the State and its Associates:

(i) such access to the Licensed Area and the Leased Area as the State and itsAssociates may reasonably require to:

(A) repair or reinstate the Relevant Damage;

(B) facilitate connection and integration of:

(I) that part of the Freeway located within the State Area toand with the remainder of the Freeway located outside ofthe State Area; and

(II) any other works or facilities located within the State Areato and with the remainder of the Facilities located outsideof the State Area to the extent necessary for the use of theState Area; and

(C) operate, maintain, repair, modify and impose tolls and othercharges on users of the State Area; and

(ii) such assistance as the State and its Associates may reasonably require tofacilitate connection and integration of:

(A) that part of the Freeway located within the State Area to and withthe remainder of the Freeway located outside of the State Area; and

(B) any other works or facilities located within the State Area to andwith the remainder of the Facilities located outside of the StateArea to the extent necessary for the use of the State Area.



(e) No redress or relief

(i) If the State gives notice under clause 47.3(c) (Termination with respect tothe State Area), no redress under clause 45 (Key Risk Management Regime)will be afforded in respect of or in connection with the Relevant Damage.

(ii) Nothing done by the State under this clause 47.3 (Termination for failure toreinstate) will constitute a Possible Key Risk Event or breach of a ProjectDocument by the State.

(iii) Nothing in this clause 47.3 (Termination for failure to reinstate) in any wayrelieves the Concessionaires from any Liability, or limits any of the State'srights arising due to any failure by the Concessionaires to comply withclause 51 (Insurance).

(f) Unfettered use by users

The Concessionaires must ensure that users of the State Area will be entitled to:

(i) unfettered use of the interchanges which define the State Area; and

(ii) unfettered movement between the State Area and the remainder of theFacilities outside of the State Area,

in common with users of the remainder of the Freeway outside of the State Area inaccordance with this Deed (but, with respect to use of the interchanges, free of tolls orother User Charges charged by, or on behalf of, the Concessionaires or in connectionwith the remainder of the Facilities outside of the State Area).

(g) Tolling assistance

If the State wishes to impose tolls or other charges for the use of the State Area, theState and the Concessionaires must consult from time to time in an endeavour, in goodfaith, to agree on matters of mutual concern to them as operators of connecting roads.

(h) Handover with respect to the State Area

Subject to clause 47.3(i) (Handover of common property), if the State gives a noticeunder clause 47.3(c) (Termination with respect to the State Area), then on the datewhen that notice becomes effective, with respect to that part of the Facilities locatedwithin the State Area, the Concessionaires must comply with:

(i) clause 71.2 (Handover of Freeway) except to the extent that clause 71.2(a)(Handover of Freeway) cannot be complied with due to the RelevantDamage;

(ii) clause 71.3 (If Close-Out has not occurred);

(iii) clause 71.5 (Non-frustration of handover);

(iv) clause 71.6 (Assistance in securing continuity);

(v) clause 71.7 (Other necessary acts or things); and

(vi) clause 71.9 (Inspection at end of Concession Period) (other than clauses71.9(c)(ii) (Agreement notice), 71.9(e)(i)(B) (Consequences followingconsultation), 71.9(e)(ii)(A) (Consequences following consultation), 71.9(f)(State to reimburse Concessionaire) or 71.9(h) (Money remaining inHandover Escrow Account).

For the purpose of this clause 47.3(h) (Handover with respect to the State Area), areference in the clauses referred to above to 'the end of the Concession Period' will bedeemed to be a reference to the date on which the notice given under clause 47.3(c)(Termination with respect to the State Area) becomes effective.



(i) Handover of common property

To the extent that property or rights that are required to be handed over to the Stateunder clause 47.3(h) (Handover with respect to the State Area) are required by theConcessionaires to allow the Concessionaires to comply with their obligations underthe Project Documents with respect to the remainder of the Facilities, theConcessionaires are not required to handover that property or those rights to the extentthat property or those rights are copied, divided or their use apportioned in a mannerwhich reasonably and equitably balances the respective interests of theConcessionaires in connection with the remainder of the Facilities and the State inconnection with the State Area.

(j) Progressing insurance claims

If all insurance proceeds payable or considered by the State to be payable inconnection with the Relevant Damage have not been paid before the date of the noticegiven by the State under clause 47.3(c) (Termination with respect to the State Area),then the Concessionaires (and any Controller on the Concessionaires' behalf) mustprovide the State with all assistance it may reasonably require (including taking suchproceedings as the State may reasonably require) in relation to obtaining payment ofthose insurance proceeds and must not do anything to prejudice any claim to thoseinsurance proceeds.

(k) Acknowledgment

The Concessionaires acknowledge that:

(i) neither the State nor any of its Associates are under any obligation to repairor reinstate the Relevant Damage;

(ii) there are no obligations or restrictions on the use the State or any of itsAssociates make of the State Area; and

(iii) no use by the State of the State Area or Works undertaken on or on behalf ofthe State in connection with the use or development or the State Area will beProximate State Work for the purposes of this Deed.

(l) Compensation for State costs

If the Concessionaires give a notice under clauses 47.3(b)(ii) (Uninsurable ForceMajeure Event circumstances) and the State subsequently gives a notice under clause47.3(c) (Termination with respect to the State Area), then the Concessionaires mustmake such payments to the State as and when it is necessary to make those paymentsin order to ensure that Equity Returns (assessed only from the date of the RelevantDamage over the remainder of the Concession Period) never exceed the applicableBase Case Equity Returns. The Concessionaires will, however, cease to be liable tomake these payments to the State once the State has been reimbursed by way of thosepayments for any costs reasonably incurred by it, in reinstating and repairing theRelevant Damage and otherwise reintegrating the State Area with the remainder of theFacilities.

47.4 Risks as owner and occupier(a) Responsibility

Subject to this Deed, during the Concession Period, each Concessionaire has the sameresponsibilities in respect of persons, property and all other aspects of the Projectwhich it would have if it were the freehold owner and occupier of that parcel of land.

(b) Management of risk

Each Concessionaire must identify any land or improvements which may be adverselyaffected (including in connection with any impacts on ground water conditions) whilecarrying out its Construction Activities (and, in relation to ConnectEast only, the



Operation Activities) and establish, implement and provide such details of (as theState may reasonably require), a risk management strategy to minimise any adverseeffects consistent with Design and Construction Best Practices (and, in relation toConnectEast only, Operation and Maintenance Best Practices).

48. State and Protected Contractors not liable48.1 No Liability

To the extent permitted by Law, neither the State, its Associates nor (if applicable) anyProtected Contractor will have any Liability, nor will either Concessionaire or its Associates beentitled to make, continue or enforce any Claim against, or seek, pursue or obtain an indemnityagainst or contribution to Liability from, the State, any of its Associates or (if applicable) anyProtected Contractor arising out of or in respect of or in connection with:

(a) the existence or submission of or any errors or omissions in the Models or any reviewor comment on or acceptance of the Models by the State;

(b) subject to clause 45 (Key Risk Management Regime) (to the extent that such clauserelates to the obligations of the State) and clause 6.5 (Unfettered discretion), anythingwhich the State does, fails to do or purports to do pursuant to a duty or requirementimposed by Law;

(c) subject to clause 5.7 (Repayment by State), the State making a demand under or theutilisation of the proceeds of a Bond or the payment by an Issuer to the State under aBond;

(d) any act or omission of the Independent Reviewer;

(e) any act or omission of the Proof Engineer and Construction Verifier;

(f) any act or omission of the Design Consultant, the Customer Service Auditor or theQuality Assurance Auditor;

(g) any act or omission of any other person appointed by the State or by the State and aConcessionaire in connection with this Deed;

(h) any comment on, or failure to comment on, or acceptance by the State of any ProofEngineer and Construction Verifier, Design Consultant or Quality Assurance Auditorengaged by a Concessionaire or the Concessionaires;

(i) any failure to make available for the Project any parcel of land identified in theProperty Schedule to the extent that a Concessionaire has prevented the State frommaking the relevant parcel available;

(j) if clause 11.7(c) (Procedure where refusal to give up possession) applies to any parcelof land, the State's obligation to make available to the Concessionaires that parcel ofland as specified in the Agreed Timetable, except where the State fails to comply withthe State's obligations under clause 11.7(c)(iii) (Procedure where refusal to give uppossession);

(k) subject to compliance by the State with its obligations in accordance with clauses 11.3(Adjustment of Property Schedule) and 11.6 (Grant of Land Licences), a delay, cost orexpense relating to the matters referred to, or any risk contemplated, in clause 11.3(h)(Concessionaires accept all risks of adjustment);

(l) obtaining rights relating to land (other than the rights referred to in clauses 11.2(Property Schedule), 11.6 (Grant of Land Licences) (other than 11.6(c)(Concessionaires bear risk of obtaining access)), 12.1 (Grant of Freeway Lease),12.2(g) (Licence for land until Gazettal Date) and 12.2(h) (Interim operation), subjectto clause 12.2(f) (Termination of Construction Licences)), surrendering or changing



rights in relation to land in accordance with any Project Document, or any riskcontemplated in clause 11.4(b) (Concessionaires assume all other risks for land);

(m) subject to clause 14.1(a) (Responsibility for land), the risks accepted by theConcessionaires under clauses 11.5(a) (State makes no representation about conditionof land) and 11.5(b) (Concessionaires to accept condition of land), including thecondition of the land;

(n) subject to compliance by the State with its obligations under clauses 11.2 (PropertySchedule) and 11.6 (Grant of Land Licences), access, or failure to gain or delay ingaining access, to and from the Licensed Area, or any risk contemplated in clause11.6(c) (Concessionaires bear risk of obtaining access);

(o) the exercise by the State of any rights granted in clause 12.4 (Partial surrender ofFreeway Lease);

(p) subject to clause 13.1 (State's licence), the exercise by the State of any rights grantedin clause 13 (State's land rights);

(q) the Licensed Area or the Leased Area (including their adequacy or suitability), theLand Conditions or the risks contemplated in clause 14.1 (Responsibility for land);

(r) Native Title being found to exist in respect of any part of the Licensed Area or theLeased Area otherwise than to the extent provided for in relation to a Native TitleApplication in accordance with clauses 14.6(b) (Native Title Application) and 45 (KeyRisk Management Regime) or an Extension Event under clause 20.4 (Delays);

(s) the discovery of, dealing with or removal of any Artefacts;

(t) a Concessionaire undertaking, or failing to undertake, its obligations to consult withAffected Parties in accordance with clause 15 (Affected Parties);

(u) compliance or (except to the extent that the State has expressly assumed an obligationto comply under this Deed) non-compliance with the requirements of the ProjectLegislation, or Approvals granted or determinations or directions made, pursuant tothe Project Legislation;

(v) the provision of any information or notice in accordance with clause 16.2 (Industrialissues);

(w) a Concessionaire being required by the State to remove any personnel in accordancewith clause 56.3 (Personnel);

(x) the submission of, compliance with or departure from any Design and ConstructionProgram (including failing to comply with a Concessionaire's obligations under thisDeed);

(y) the provision of, or compliance or non-compliance with, consultations in relation to,any review of, opinion or comments upon, or notice in respect of, any Design andConstruction Program, Design Documentation or proposed Design Documentation bythe State or the Independent Reviewer, or any act or omission of the State arising outof or in respect of or in connection with any Design and Construction Program,Design Documentation or proposed Design Documentation;

(z) a Concessionaire being obliged to adopt the Project Scope and Project Requirements;

(aa) a Concessionaire notifying the State or the Independent Reviewer of any changes toproposed Design Documentation and any review of such changes by the State underclause 18.2(c) (Changes to Design Documentation);

(bb) the submission by a Concessionaire of any written confirmation that the proposedDesign Documentation complies with the requirements of this Deed under clause18.3(b) (Statement of compliance);



(cc) a Concessionaire making available to the Independent Reviewer any appropriatedesign personnel to explain the Design Documentation or provide information and theprovision of any such explanation or information by such personnel in accordancewith clause 18.3(e) (Explanation of Design Documentation);

(dd) a Concessionaire, the State and the Independent Reviewer consulting or conferring inaccordance with clause 18.4(a) (Concessionaires, State and Independent Reviewermay confer) or anything said or done (or omitted to be said or done) in conferring orconsulting;

(ee) a Concessionaire giving a notice in accordance with or proceeding with constructionin accordance with clauses 18.4(e) (Concessionaire's risk) or 19.2(g) (Concessionaire'srisk) even though the relevant Concessionaire disagrees with the opinion of theIndependent Reviewer, or any risk contemplated in clauses 18.4(e) (Concessionaire'srisk) or 19.2(g) (Concessionaire's risk);

(ff) a Concessionaire not proceeding with, or delaying, construction because of a noticegiven in accordance with clauses 18.4(b)(ii) (Review and opinion), 18.4(c) (Safety) or19.2(f) (Notice by Independent Reviewer) or an emergency order under clause 19.2(i)(Emergency order);

(gg) a Concessionaire making available to the Independent Reviewer any appropriatepersonnel to provide information in relation to the construction of the Works and theTemporary Works and the provision of any such information by such personnel inaccordance with clause 19.2(b) (Explanation of construction);

(hh) the provision to the Independent Reviewer by a Concessionaire of evidence that theProof Engineer and Construction Verifier is satisfied that the construction of theWorks and the Temporary Works complies with this Deed in accordance with clause19.2(c) (Acknowledgments by Concessionaires);

(ii) the provision by a Concessionaire of any Plan for Remediation in accordance withclause 19.2(e) (Concessionaire's response);

(jj) the making of any emergency order under the Project Legislation by the IndependentReviewer, or the submission of any Emergency Order Remediation Plan by aConcessionaire, in accordance with clause 19.2(i) (Emergency order);

(kk) any failure of a Concessionaire to achieve a Construction Milestone or any discussionsor consultations resulting from such failure and the identification of any action to beundertaken by the Concessionaire as a result of the Failed Milestone, the revision ofthe Design and Construction Program or any changes made to any other ConstructionMilestones or Relevant Milestone Date identified in accordance with clause 20.7(Construction Milestones);

(ll) a Concessionaire being obliged to correct any Defect;

(mm) the correction of any Defect by the State or any person engaged by it, in accordancewith clauses 19.4(c) (Rights of State) and 23.3(a) (Failure by ConnectEast to complywith direction);

(nn) the acceptance of any Defect by the State in accordance with clause 19.4(c) (Rights ofState) or the Relevant Facility Owner in accordance with clause 23.3 (Failure byConnectEast to comply with direction);

(oo) subject to clause 19.3 (State's right to enter, inspect and test), the entry onto,inspection and testing of or the failure to enter onto, inspect or test the Licensed Areaor any other place where any Works or Temporary Works are being carried out;

(pp) subject to clauses 20.4(c) (Extension Event) and 45 (Key Risk Management Regime),any Extension Event;



(qq) the State exercising, or not exercising, its discretion in accordance with clause 20.4(h)(Unilateral extensions);

(rr) any consultation or meeting under clause 20.5(b) (Consequences of delay) or theproduction of or implementation by a Concessionaire of any plans, programs orreports in accordance with clause 20.5(b) (Consequences of delay);

(ss) any notice or program given or any actions implemented by a Concessionaire underclause 20.5(c) (Anticipated delay in completion);

(tt) any consultation or meeting in accordance with clause 20.6(c) (Finalisation ofProposed Completion Program), 20.6(d) (State Initiated Program) or 20.6(j) (Grantingof program changes), the production of, implementation of, or change to, a program inaccordance with clause 20.6(c) (Finalisation of Proposed Completion Program),20.6(d) (State Initiated Program) or 20.6(j) (Granting of program changes) or theexercise of, or failure to exercise, any right in accordance with clause 20.6(f) (Programprinciples) or any other matter or thing permitted to be done by the State or theIndependent Reviewer in accordance with clause 20.6 (Failure to achieve FreewaySection Completion by planned date);

(uu) the progressive completion of each discrete part of the Returned Works and handoverof each Returned Facility to the relevant Facility Owner by ConnectEast in accordancewith clause 20.8 (Handover of Returned Works);

(vv) the issue of any notices contemplated by clauses 20.8(b)(iii) and 20.8(b)(iv)(A)(Progressive completion and handover of Returned Works);

(ww) any review or inspection of the Works or the issue of any notice by the State or theIndependent Reviewer in accordance with clauses 21.2 (Notice before completion),21.3 (Freeway Section Completion and Tolling Completion) and 22.1 (Close-Out);

(xx) the rights of the State under clause 23 (Defects Liability Period for ReturnedFacilities) or the exercise of, or the failure by the State to exercise, any such rights;

(yy) the consideration or acceptance of a change to the order in which the FreewaySections are opened in accordance with clause 25.4(d) (Election by State), anyconsultation or meeting in accordance with clause 25.4(e) (Good faith discussions) orthe implementation of any change arising out of these discussions;

(zz) any review of, comments upon, or notice in respect of the Operation and MaintenanceManuals or draft Operation and Maintenance Manuals, by the State or the IndependentReviewer or any other act or omission of the State or the Independent Reviewer inrespect of the Operation and Maintenance Manuals or draft Operation andMaintenance Manuals;

(aaa) a failure by the State to provide the support required of it in accordance with clause36.1 (Transport network support), otherwise than to the extent provided for inaccordance with clause 45 (Key Risk Management Regime);

(bbb) the carrying out or completion of any Proximate State Work including in respect of orin connection with any Loss suffered or incurred by a Concessionaire or any changesin toll revenue or other revenue derived by a Concessionaire arising out of or inrespect of or in connection with Proximate State Work or the giving of a notice inaccordance with clause 36.4(c) (Advice as to impact), otherwise than to the extentprovided for in clause 36.4(b) (Restrictions);

(ccc) any Modification, including any consideration, acceptance or rejection by the State ofany Modification under clause 37.14 (Concessionaires initiated Modification) or 37.15(Upgrade of through traffic lanes and auxiliary lanes), any election by the State inaccordance with clause 37.11 (State options) or clause 37.12 (Additional Stateremedies) otherwise than to the extent the State undertakes obligations in accordancewith the Concessionaires’ Modification Notice as varied by any determination, and



including any consideration, acceptance or rejection by the State of any Modificationunder clause 37.14 (Concessionaires initiated Modification);

(ddd) the need for any upgrade to the Works involving the construction of additionalthrough traffic lanes or auxiliary lanes, or the actual traffic volumes being greater thanthose referred to in section 4.1 (General) of the Project Scope and ProjectRequirements;

(eee) any risk accepted by a Concessionaire under this Deed or contemplated in clause 44(Concessionaire risks);

(fff) any loss, reduction (in whole or in part) of, any prohibition with respect to, or anyincrease in the costs of, deriving Permitted Non-Road Revenue for any reason(including existing, or change in, Law) otherwise than to the extent provided for inclause 45 (Key Risk Management Regime);

(ggg) subject to clause 47.1(c) (State's responsibility) and clause 46.3 (Temporary measuresand alternative arrangements), any risk contemplated in clause 47.1(a) (Risk of loss ordamage to Freeway and Maintained Off-Freeway Facilities) or 47.1(b) (Risk of loss ordamage to Returned Works), or loss or damage to or destruction of, the Works, theTemporary Works, the Freeway, the Licensed Area or the Leased Area, UtilityInfrastructure, the Maintained Off-Freeway Facilities or the Returned Works (otherthan to the extent any Utility Infrastructure, Maintained Off-Freeway Facilities orReturned Works have been handed over to the owner of those works in accordancewith this Deed and the Liability or Claim is against an Associate of the State in itscapacity as owner or operator of those works);

(hhh) the State giving a notice in accordance with clause 47.3(c) (Termination with respectto the State Area) or any act or omission of the State or its Associates with respect tothe State Area (except to the extent the State or its Associates act in a grosslynegligent manner or in bad faith with respect to the State Area);

(iii) subject to clause 53.4(j) (Disclosed information) and to the extent permitted by Law,any right which a Concessionaire, any of its Associates or any person acting on behalfof or associated with any of them have (whether at the date of this Deed or otherwise)in respect of any alleged misrepresentation or misleading or deceptive conduct on thepart of the State, any of its Associates or any person acting on behalf of or associatedwith any of them, in providing the Disclosed Information, the information or datareferred to in clause 53.3 (Prior design work and other information) (otherwise than tothe extent provided in accordance with clause 53.2(b) (Traffic usage)) or in connectionwith the negotiation or preparation of any of the Transaction Documents;

(jjj) the matters referred to, or risks contemplated, in clause 53 (Concessionaires'acknowledgment) (otherwise than to the extent provided in accordance with clause53.2(b) (Traffic usage));

(kkk) ConnectEast carrying out the road operation and traffic management arrangements inaccordance with clause 54 (Road Operation and Traffic Management) or the approvalof any Traffic Management Plans in accordance with clause 54.2 (TrafficManagement Plans);

(lll) compliance with the quality assurance requirements under this Deed, including inaccordance with clause 56.4 (Quality assurance system);

(mmm) the giving or withholding of consent by the State in accordance with clauses 59.1(a)(No amendment without consent) and 59.2(a) (State consent required) or any riskcontemplated in clause 59.2(c) (Concessionaire bears risk);

(nnn) the engagement, acts or omissions of any Contractor or any Relevant Entity;

(ooo) the provision or contents of, or compliance or non-compliance with, the review of,comments upon, consultations in relation to or amendments requested to any manuals,



plans (including any Outline Project Plans or Project Plans), strategies, programs, orreports by a Concessionaire to the State or the Independent Reviewer pursuant to theterms of this Deed;

(ppp) the provision of, or compliance or non-compliance with, the review of, commentsupon, consultations in relation to or amendment requested to any manuals, plans(including any Project Plans), strategies, programs or reports by a Concessionaire tothe State or the Independent Reviewer pursuant to the terms of this Deed;

(qqq) the termination of this Deed in accordance with clauses 66.2 (Notice to terminate forfailure to remedy) or 66.3 (Termination relating to failure to achieve Freeway SectionCompletion);

(rrr) the exercise of Step-In Rights or any rights under the Construction TripartiteAgreement, Operation and Maintenance Tripartite Agreement, or any RelevantTripartite Agreement by the State (except to the extent the State acts in a grosslynegligent manner or in bad faith in exercise of those rights);

(sss) the State reviewing the Review Materials or the Source Code Materials in accordancewith clauses 33.2(a) (Submission of Review Materials) or 33.2(b) (Review of SourceCode Materials) or the State objecting to the proposed Tolling System in accordancewith clause 33.2(d) (Objection);

(ttt) the State not accepting a proposed refinancing or the basis on which the RefinancingGain is to be provided to the State in accordance with clause 59.4(d)(ii) (State consentto refinancing);

(uuu) the State reviewing and approving or not approving any Customer Contract, anyproposed Customer Contract Amendment, any proposed Tolling Amendment or anyproposed Cost-Based User Charge Amendment under clauses 34.6(c) (Approval ofCustomer Contracts), 34.6(d) (Customer Contract Amendment), 34.6(e) (TollingAmendment) or 34.6(f) (Cost-Based Amendment);

(vvv) any review of, comments upon, consultations in relation to, or amendments orclarifications requested to any part of a Proposal;

(www) other than to ensure that, subject to clause 33.9(e)(iii) (Roaming agreement withCityLink), the terms are commercial terms reflecting the net incremental marginal costof the Toll Road Service Provider for the Melbourne CityLink Toll Road providingroaming services to its Customers using the Freeway and for ConnectEast's Customersusing the Melbourne CityLink Toll Road, the terms of any interoperation and roamingagreement referred to in clause 33.9(e) (Roaming agreement with CityLink) orexecution of, enforcement of, compliance with, administration of, termination (otherthan expiry of the agreement at the end of its initially agreed term (as the initiallyagreed term may be extended at the election of a Concessionaire or by agreementbetween the parties to the interoperability and roaming agreement)), limitation of,utility of or any other circumstances relevant to any such interoperation and roamingagreement;

(xxx) subject to compliance by the State with its obligations under clause 11.3(g) (If Statedoes not make land for Additional Urban Design Works available), the giving of anynotice by, or any other act or omission of, the State under, arising out of or in respectof or in connection with clauses 11.3(f) (State to exercise powers to make land forAdditional Urban Design Works available) or 11.3(g) (If State does not make land forAdditional Urban Design Works available);

(yyy) the accuracy or appropriateness of any matter determined under Schedule 16(Adjustments for Changes in Base Interest Rates); or

(zzz) subject to clause 7.5 (Appointment and replacement), the fact that there is no personappointed as Independent Reviewer for any period during the Concession Period inrespect of which an Independent Reviewer is required to be appointed,



except in respect of any express obligation of the State or its Associates under the ProjectLegislation or the Project Documents.

48.2 Residual exclusions(a) Exclusion of Liability

In addition to the matters contained in clause 48.1 (No Liability), neither the State, itsAssociates nor (if applicable) any Protected Contractor will have any Liability, norwill a Concessionaire or its Associates be entitled to make, continue or enforce anyClaim against, or seek, pursue or obtain an indemnity against or contribution toLiability from, the State, any of its Associates or (if applicable) any ProtectedContractor arising out of or in respect of or in connection with any matter in respect ofwhich this Deed expressly or by necessary implication:

(i) excludes the Liability of; or

(ii) provides that a Concessionaire will not be entitled to:

(A) make, continue or enforce any Claim against; or

(B) seek, pursue or obtain an indemnity against or contribution toLiability from,

the State or its Associates or (if applicable) any Protected Contractor; or

(iii) allocates the risk in relation to such matter to a Concessionaire.

(b) Exclusion not exhaustive

The list of matters contained in clause 48.1 (No Liability):

(i) is not and does not purport to be exhaustive; and

(ii) by omitting to refer (or only partially referring) to any particular matter isnot to be taken to have affected either Concessionaire's assumptions of riskin accordance with clause 44 (Concessionaire risks) or to be an undertakingof an obligation or responsibility, or an acceptance or retention of a risk, bythe State.

48.3 ReleaseEach Concessionaire releases the State, its Associates and (if applicable) any ProtectedContractor from any Claim or Liability arising out of or in respect of or in connection with, thematters or risks referred to in clauses 48.1 (No Liability) and 48.2 (Residual exclusions).

48.4 IndemnityEach Concessionaire indemnifies the State, its Associates and (if applicable) any ProtectedContractor against any Liability to any person by way of indemnity against, or contribution to,the Liability of that person to the Concessionaires arising out of or in respect of or in connectionwith, the matters or risks referred to in clause 48.1 (No Liability) or clause 48.2 (Residualexclusions) (except to the extent that the Liability is due to a Wilful Default by the State or itsAssociates or the need to construct additional through traffic lanes or auxiliary lanes because theactual traffic volumes are greater than the traffic volumes contemplated by section 4.1(b)(Assessment) of the Project Scope and Project Requirements).

48.5 Protected Contractor LiabilityNotwithstanding clauses 48.1 (No Liability), 48.2 (Residual exclusions), 48.3 (Release) or 48.4(Indemnity), a Protected Contractor is not relieved of any Liability and may be subject to aClaim under clauses 48.1 (No Liability) or 48.2 (Residual exclusions) and the release underclause 48.3 (Release) and any indemnity under clause 48.4 (Indemnity) will not be available tothe Protected Contractor to the extent that that Protected Contractor has Liability in respect ofthe relevant act, omission, matter or thing under the terms of the document appointing it to its



respective role (or in respect of the Independent Reviewer, an Independent Reviewer SideDeed).

48.6 State obligations relating to the Dandenong Southern Bypass(a) State's obligations before the Legislation Amendment Date

If:

(i) the State or SEITA is required to comply with an obligation under theProject Documents before the Legislation Amendment Date;

(ii) the State or SEITA reasonably considers that it is unable to comply with thatobligation at the time such compliance is required because:

(A) the power of the State or SEITA to comply with that obligation isto be provided by the Project Legislation; and

(B) the State or SEITA reasonably believes that it does not have thepower to comply with that obligation under the Project Legislationat that time;

(iii) that obligation relates to the DSB Aspects of the Project; and

(iv) the State or SEITA, as applicable, complies with that obligation as soon aspracticable after the Legislation Amendment Date;

then:

(v) the State or SEITA will not be considered to have failed to comply with thatobligation; and

(vi) that failure to comply with that obligation will not be considered toconstitute an Act of Prevention or, subject to paragraph (b), entitle theConcessionaires to make any other Claim.

(b) Extension of time claims not prejudiced

Clause 48.6(a) (State's obligations before the Legislation Amendment Date) does notlimit or exclude any claim a Concessionaire would have for an extension of time underclause 20.4(c) (Extension Event) but for the operation of clause 48.6(a) (State'sobligations before the Legislation Amendment Date).

(c) No impact on other obligations

Nothing in this clause 48.6 (State obligations relating to the Dandenong SouthernBypass) will affect the obligations of the State or SEITA to the extent that thoseobligations relate to the Project or a part of the Project other than the DSB Aspects ofthe Project.

49. Liability unaffectedThe Liability, responsibility and obligations of and the warranties provided by eachConcessionaire, and the State's rights against each Concessionaire under this Deed or otherwiseaccording to Law, will not be, from the perspective of the State, adversely affected by:

(a) any of the matters or risks referred to in clause 48.1 (No Liability), except asotherwise expressly provided for in this Deed;

(b) the fact that there is no person appointed as Independent Reviewer for any periodduring the Concession Period in respect of which an Independent Reviewer is requiredto be appointed, or the Independent Reviewer making or giving or failing to make orgive any review, opinion, comment or specification or notice in relation to any matter



arising out of or in respect of or in connection with, the Project, the ConstructionActivities or this Deed;

(c) any standards, tasks, obligations or other provisions (either explicit or implicit) in theProject Scope and Project Requirements; and

(d) anything contained in clause 45 (Key Risk Management Regime), except as otherwiseexpressly provided for in this Deed.

50. General indemnities50.1 Indemnity for Concessionaires breach

The Concessionaires must indemnify the State and its Associates on demand against any Claim,Liability or Loss (including any Claim made by, or Liability to, a third party) the State or any ofits Associates suffers or incurs arising out of or in respect of or in connection with, aConcessionaire breaching any provision (including any obligation, representation or warranty)of this Deed or any other Project Document except to the extent that breach is due to a WilfulDefault by the State or its Associates.

50.2 Other indemnitiesThe Concessionaires must indemnify the State, its Associates and (if applicable) any ProtectedContractor on demand against any Claim, Liability or Loss (including any Claim made by, orLiability to, a third party) the State, any of its Associates or (if applicable) any ProtectedContractor suffer or incur arising out of or in respect of or in connection with:

(a) any of the matters or risks referred to in clauses 48.1(t), 48.1(xx), 48.1(ccc) and48.1(kkk) (No Liability);

(b) physical damage to any infrastructure, property or assets caused by the connection ofthe Works, the Temporary Works or the Freeway (other than the Freeway Plant andEquipment, in the case of the Trustee) to such infrastructure, property or assets;

(c) loss, destruction or damage to real or personal property, injury to, disease or death of,persons or economic loss suffered by third parties, arising out of or in respect of or inconnection with the Project, the design and construction of any of the Facilities or theperformance of the Construction Activities, the operation, maintenance or repair of theFreeway and the maintenance or repair of the Maintained Off-Freeway Facilities orany activities related to the Project;

(d) the provision of, or the purported reliance upon, or use of, the Disclosed Information,any other information or data referred to in clause 53 (Concessionaires'acknowledgment) or the Concessionaire Intellectual Property, by an Obligor, aContractor, their sub-contractors or any other person to whom the DisclosedInformation is disclosed by an Obligor, a Contractor, their sub-contractors or anyperson on an Obligor's or a Contractor's behalf;

(e) the Disclosed Information or any other information or data referred to in clause 53(Concessionaires' acknowledgment) being relied upon or otherwise used by anObligor, a Contractor, their sub-contractors or any other person to whom the DisclosedInformation is disclosed by an Obligor, a Contractor, their sub-contractors or anyperson on an Obligor's or a Contractor's behalf in the preparation of any informationor document, including, to the extent permitted by Law, any Disclosed Informationwhich is 'misleading or deceptive' or 'false and misleading' (within the meaning ofthose terms in sections 52 and 53 (respectively) of the Trade Practices Act 1974 (Cth)or any equivalent provision of State or Territory legislation);

(f) any Defect which may arise (whether directly or indirectly) as a result of or inconnection with any of the matters, information, data or material referred to in clause53 (Concessionaires' acknowledgment);



(g) the rights of a third party which have not been adequately or accurately described by aConcessionaire under the provisions of clause 56.9(c)(ii) (Licence for specified use);

(h) any acts or omissions by the entities referred to in clause 59.3(f) (Liability for acts ofcontractors);

(i) the termination of this Deed (other than under clauses 37.11 (State options) or 67(Termination by Concessionaire)), including all reasonable out-of-pocket expenses(including legal fees (on an indemnity basis), enforcement costs and Taxes) incurredby the State or any of its Associates arising out of or in respect of or in connectionwith, the enforcement and protection of their rights under this Deed or any otherProject Document, including but not limited to, the costs of collection; and

(j) the exercise of any Step-In Rights in accordance with clause 70 (Step-In) (except tothe extent that the State acts in a reckless or grossly negligent manner or in bad faith inthe exercise of those rights).

50.3 Exclusion of liabilityThe liability of the Concessionaires for any Claim, Liability or Loss under the indemnityprovided for by clause 50.2 (Other indemnities):

(a) in respect of matters the subject of paragraphs (a), (b), (c) and (h) of clause 50.2(Other indemnities), will be reduced to the extent that such Claims, Liability or Losswere caused by any negligent act or omission of the State or its Associates, or by anybreach of this Deed or any other Project Document by the State or (to the extent therelevant Associate is a party to the Project Document) its Associates;

(b) to a Protected Contractor, will be reduced to the extent that that Protected Contractorhas Liability in respect of the relevant act, omission, matter or thing under the terms ofthe document appointing it to its respective role; and

(c) will be reduced to the extent that the Claim, Liability or Loss arises from any expressobligation of the State or its Associates under the Project Legislation or the ProjectDocuments.

Nothing in this clause 50 (General indemnities) will require the Trustee to indemnify the State,its Associates or any Protected Contractor in respect of anything that is, or arises from, anOperation Activity.

51. Insurance51.1 Insurance generally

(a) Concessionaire to obtain and maintain insurances

Each Concessionaire must obtain and maintain (or cause to be obtained or maintained)such insurances as a prudent owner and operator would obtain and maintain for workssubstantially similar to the Construction Activities (and, in the case of ConnectEast theOperation Activities and for a facility of a type substantially similar to the Freeway,including as a minimum the insurances specified in clauses 51.2 (Construction phaseinsurance) and 51.3 (Operation phase insurance).

(b) Contractor's ability to obtain and maintain insurance

An obligation of a Concessionaire to obtain and maintain insurance can be satisfied bythe Concessionaire causing its Contractor to do so, in terms that in all respects complywith this clause 51 (Insurance) to the satisfaction of the State, provided however (andwithout limiting the obligation of the Concessionaire to satisfy the State), that:

(i) all such policies of insurance are specific and unique to this Project;



(ii) all such policies do not cover the Concessionaires, their Contractor or theirAssociates in any way in respect of any other projects or works;

(iii) the Concessionaires and the State are named parties to such policies;

(iv) the Concessionaires and the State are able to make claims in respect of suchpolicies independently of the relevant Contractor; and

(v) such policies are approved by the State.

51.2 Construction phase insurance(a) Required insurances

Subject to the provisions of clauses 51.4 (Uninsurability) and 51.10 (Extent of cover),as from the Commencement Date, each Concessionaire must effect and maintain (orcause to be obtained or maintained in accordance with clause 51.1(b) (Contractor'sability to obtain and maintain insurance) the following insurances:

(i) Contract works

a project specific policy of insurance for contract works or construction risk:

(A) in respect of its Works and its Temporary Works, the existingimprovements on the Licensed Area or the Leased Area and allthings brought onto the Licensed Area or the Leased Area(including completed Works and Works in transit) by theConcessionaire, its Associates, their sub-contractors or any otherperson on behalf of the Concessionaire for the purpose of theConstruction Activities (including storage, wherever located, ofmaterials in relation to the Construction Activities);

(B) for an amount of not less than $1 billion (Indexed) for any oneoccurrence; and

(C) to cover, to the reasonable satisfaction of the State, the risks ofphysical loss or damage or destruction including loss, damage ordestruction by fire, explosion, lightning, storm, tempest, cyclone,earthquake, aircraft, subsidence impact by vehicles or vessels oraerial devices, riots, strikes, malicious damage, terrorism, all waterperils including flood, spontaneous combustion and accidentaldamage, including physical loss, damage or destruction of relevantitems of non-imported property intended to be employed about orused in connection with the Project occurring whilst in transit fromports and places anywhere within the Commonwealth to ports andplaces anywhere within the Commonwealth;

(ii) Marine

a policy of marine insurance open in respect to the shipment or carriage ofthe relevant items of imported property intended to be employed about orused in connection with the Project from the time of leaving themanufacturer or other place of original order in the country of origin untilarrival on site, for their replacement cost (including insurance, freight, dutyand all other statutory imposts) and including advance consequential loss(business interruption) insurance in relation to such loss for an indemnityperiod of not less than 12 months', subject to the sum insured representingnot less than 12 months loss or expense;

(iii) Public liability

project specific public liability insurance which must not contain anyexclusion for product liability and which:



(A) covers all third party claims in respect of:

(I) loss of, loss of use of, destruction or damage to real orpersonal property;

(II) personal and bodily injury, death, sickness, disease,disability, shock, fright, stress, mental anguish or mentalinjury;

(III) loss of use of property which has not been physicallyinjured or destroyed;

(IV) trespass, nuisance or interference with right-of-way;

(V) false arrest, wrongful imprisonment, wrongfulaccusation, malicious prosecution or harassmentincluding but not limited to race, religion, education,employment, private life, sex or age;

(VI) vibration, removal or weakening of support,underpinning, de-watering;

(VII) libel, slander and defamation;

(VIII) wrongful entry or wrongful eviction or other invasion ofprivacy or trespass to land; and

(IX) goods sold or supplied,

arising out of or in respect of or in connection with the Works orthe Temporary Works for an amount of not less than $500 million(Indexed) for any one occurrence and unlimited in the aggregateduring the period of insurance, other than for products andpollution and contamination liability which may have an annualaggregate limit of $500 million (Indexed);

(B) includes the following extensions:

(I) sudden and accidental pollution;

(II) Motor Vehicle Gap Cover;

(III) care, custody and control cover for at least $5 million;

(IV) liability assumed under contract;

(V) worldwide territorial limits (excluding domiciled risks inthe USA, their protectorates and Canada) andjurisdiction; and

(VI) cross liabilities; and

(C) does not exclude liability for bodily injury, death or damage toproperty (other than property which forms part of the Works orTemporary Works) arising out of the provision of professionalservices;

(iv) Professional indemnity

project specific professional indemnity insurance which:

(A) covers the Concessionaire and its Associates for any breach of aduty owed in a professional capacity by the Concessionaire or anAssociate in relation to the Project, for an amount of not less than$50 million for any one claim with an aggregate limit of $50



million over the policy period including, to the extent applicable,any extended claims reporting period;

(B) extends to cover liabilities under contract (provided that thoseliabilities would have attached to a Concessionaire and itsAssociates in the absence of contract); and

(C) has a retroactive date such that the policy covers the period startingno later than 1 year before the date of execution of this Deed;

(v) Employer's liability and workers' compensation

employer's liability and workers' compensation insurance (includingcommon law liability) as required under applicable Law. TheConcessionaire must ensure that each of its Associates effects and maintainssuch insurance in respect of any period during which they provide servicesin relation to the Project or the Maintained Off-Freeway Facilities;

(vi) Motor vehicle

motor vehicle insurance covering third party property damage for allvehicles used in respect of the Construction Activities for an amount of notless than $10 million (Indexed) for any one occurrence;

(vii) Business interruption

for the period up to the last Date of Tolling Completion, advanceconsequential loss (business interruption) insurance in respect of either:

(A) the standing charges of the Project including the Concessionaire’sdebt servicing obligations, additional increased costs of workingand claims preparation costs; or

(B) loss of the anticipated revenue of the Project, plus additionalincreased costs of working and claims preparation costs,

whichever is the greater, arising out of the risks of loss or damage to theproperty insured under clauses 51.2(a)(i) (Contract works) and 51.2(a)(ii)(Marine), including prevention of access or egress arising out of loss ordamage to freeways and major roads (including associated facilities such asbridges, interchanges and the like) leading to or from (or which will, onFreeway Section Completion of the Construction Activities in relation to aSection, lead to or from) the Freeway for an indemnity period of not lessthan 24 months commencing from the date that the last Date of TollingCompletion would have been achieved but for the occurrence of the loss ordamage, for not less than an amount equal to either:

(C) the standing charges of the Project including the Concessionaire’sdebt servicing obligations for the indemnity period plus sums ofnot less than $50 million for additional increased costs of workingand not less than $1 million for claims preparation costs; or

(D) the anticipated revenue of the Project for the indemnity period plussums of not less than $50 million for additional increased costs ofworking and not less than $1 million for claims preparation costs;

whichever is the greater; and

(viii) Directors and officers

directors and officers liability insurance in an amount of not less than $20million (Indexed) in respect of any one claim, and in the aggregate, not lessthan $20 million (Indexed) in any 1 year of insurance and which:



(A) has a retroactive date of the date of incorporation of theConcessionaire; and

(B) is on a claims made basis irrespective of the time after the date ofexecution of this Deed that the event occurs that gives rise to theclaim.

(b) Additional professional indemnity insurance

Subject to the provisions of clauses 51.4 (Uninsurability) and 51.10 (Extent of cover),on each 1 July date (Relevant Index Date), occurring before the date referred to inclause 51.2(c)(i) (Insurance end date), the amount of $50 million (Indexed) is to becalculated. If this amount is greater than the amount of $50 million (Indexed)calculated on the previous 1 July (or $50 million if the Relevant Index Date is the first1 July of the Concession Period) (the amount of the difference being the AdditionalAmount) then the Concessionaire must effect and maintain (or cause to be obtained ormaintained in accordance with clause 51.1(b) (Contractor's ability to obtain andmaintain insurance) project specific professional indemnity insurance which complieswith the requirements applicable to the coverage referred to in clause 51.2(a)(iv)(A)(Professional indemnity), except that each reference to the amount of $50 million inthat clause is deemed to be a reference to the Additional Amount.

(c) Insurance end date

The Concessionaire must maintain the insurances referred to in clauses 51.2(a)(Required insurances) until:

(i) in respect of clauses 51.2(a)(iv) (Professional indemnity) and 51.2(b)(Additional professional indemnity insurance):

(A) the tenth anniversary of the Commencement Date; or

(B) not less than 6 years after the end of the last Defects LiabilityPeriod to expire,

whichever is the later (provided that if the period to be covered inaccordance with this clause is greater than 10 years, the Concessionaire maysatisfy its obligation to effect and maintain the relevant insurance byeffecting and maintaining an initial policy covering the first 10 year periodand then effecting and maintaining one or more subsequent policies to coverthe period from the end of the initial 10 year period up to the latest InsuranceEnd Date to occur in accordance with this clause, such subsequent policies tobe put in place at least 45 days prior to the end of the previous policy);

(ii) in respect of clauses 51.2(a)(i) (Contract works), 51.2(a)(iii) (Publicliability), 51.2(a)(v) (Employer's liability and workers' compensation) and51.2(a)(vi) (Motor vehicle), the expiration of the last Defects LiabilityPeriod; and

(iii) in respect of clause 51.2(a)(viii) (Directors and officers), the last Date ofFreeway Section Completion to occur.

51.3 Operation phase insurance(a) Required insurances

Subject to the provisions of clauses 51.4 (Uninsurability) and 51.10 (Extent of cover),immediately upon the issue of the last Certificate of Close-Out, ConnectEast musteffect and maintain (or cause to be effected or maintained in accordance with clause51.1(b) (Contractor's ability to obtain and maintain insurance)) the followinginsurances:



(i) Industrial special risk

an industrial special risks policy in respect of the Licensed Area, the LeasedArea and the Freeway (including Plant, Tolling System and all other itemscomprising the Freeway, such as computer and other systems), with cover noless extensive than found in Industrial Special Risks Industry AdvisoryWording Mark IV (or such other equivalent industry standard in force fromtime to time and which is approved by the State) and providing:

(A) physical loss of or damage to the items referred to above for anamount not less than $1 billion (Indexed) for any one occurrence,and this insurance is to cover against risks of physical loss, damageor destruction or other insurable risks to the reasonable satisfactionof the State including loss, damage or destruction by fire,explosion, lightning, storm, tempest, cyclone, earthquake, aircraft,subsidence impact by vehicles or vessels or aerial devices, riots,strikes, malicious damage, terrorism, all water perils includingflood, spontaneous combustion and accidental damage; and

(B) consequential loss (business interruption) insurance in respect ofeither:

(I) the standing charges of the Freeway including FinCo's orthe Concessionaires' debt servicing obligations,additional increased costs of working and claimspreparation costs; or

(II) loss of the anticipated revenue of the Freeway, plusadditional increased costs of working and claimspreparation costs,

whichever is the greater, arising out of the risks of loss or damageto the Freeway and including prevention of access or egress arisingout of loss or damage to freeways and major roads (includingassociated facilities such as bridges, interchanges and the like)leading to or from (or which will, on Freeway Section Completionof the Construction Activities in relation to a Section, lead to orfrom) the Freeway for an indemnity period of not less than 24months, subject to a sum insured of not less than an amount equalto either:

(III) the standing charges of the Freeway including FinCo's orthe Concessionaires' debt servicing obligations for theindemnity period plus sums of not less than $50 millionfor additional increased costs of working and not lessthan $1 million for claims preparation costs; or

(IV) the anticipated revenue of the Freeway for the indemnityperiod plus sums of not less than $50 million foradditional increased costs of working and not less than $1million for claims preparation costs;

whichever is the greater.

Insurance effected in compliance with this sub-paragraph (B) mustinclude a proviso that loss of, or damage, to any part of theFreeway uncompleted or not put into use will be considered loss ordamage for which indemnity will apply with respect toconsequential loss (business interruption) coverage provided bythis insurance.



Insurance effected in compliance with this sub-paragraph (B) mustbe extended to include loss consequential upon interruption to theinsured business due to:

(V) failure of supply or service from public utilities;

(VI) murder, suicide or infectious disease;

(VII) physical loss of or damage to property which is notinsured property under the policy of insurance effected incompliance with clause 51.3(a)(i) (Industrial special risk)but which is property on, in, or in the vicinity of theLicensed Area, the Leased Area or the Freeway; and

(VIII) physical loss of or damage to property which is notinsured property under the policy of insurance effected incompliance with clause 51.3(a)(i) (Industrial special risk)but which is property at, in, or on the premises of asupplier of goods and/or services to the Concessionairewhich premises are located within the Commonwealth ofAustralia.

(ii) Public/product liability

public/product liability insurance which:

(A) covers all third party claims in respect of:

(I) loss of, loss of use of, destruction or damage to real orpersonal property;

(II) personal and bodily injury, death, sickness, disease,disability, shock, fright, stress, mental anguish or mentalinjury;

(III) loss of use of property which has not been physicallyinjured or destroyed;

(IV) trespass, nuisance or interference with right-of-way;

(V) false arrest, wrongful imprisonment, wrongfulaccusation, malicious prosecution or harassmentincluding but not limited to race, religion, education,employment, private life, sex or age;

(VI) libel, slander and defamation;

(VII) wrongful entry or wrongful eviction or other invasion ofprivacy or trespass to land; and

(VIII) goods sold or supplied,

arising out of or in respect of or in connection with the use,operation, maintenance or repair of the Freeway or themaintenance or repair of the Maintained Off-Freeway Facilities, orany activities related to the use, operation, maintenance or repair ofthe Freeway or the maintenance or repair of the Maintained Off-Freeway Facilities for an amount of not less than $500 million(Indexed) for any one occurrence and unlimited in the aggregateduring the period of insurance, other than for products andpollution and contamination liability which may have an annualaggregate limit of $500 million (Indexed);



(B) includes the following extensions:

(I) sudden and accidental pollution;

(II) Motor Vehicle Gap Cover;

(III) care, custody and control cover for at least $5 million;

(IV) liability assumed under contract;

(V) worldwide territorial limits and jurisdiction (excludingdomiciled risks in the USA, their protectorates andCanada); and

(VI) cross liabilities; and

(C) does not exclude liability for bodily injury, death or damage toproperty arising out of the provision of professional services;

(iii) Employer's liability and workers' compensation

employer's liability and workers' compensation insurance (includingcommon law liability) as required under applicable Law. ConnectEast mustensure that each of the Concessionaire's respective Associates effects andmaintains such insurance in respect of any period during which they provideservices in relation to the Freeway or the Maintained Off-Freeway Facilities;

(iv) Motor vehicle

motor vehicle insurance covering third party property damage for allvehicles used in the operation, maintenance or repair of the Freeway or themaintenance or repair of the Maintained Off-Freeway Facilities for anamount of not less than $10 million (Indexed) for any one occurrence;

(v) Directors and officers

directors and officers liability insurance in an amount not less than $20million (Indexed) for any one claim and, in the aggregate, not less than $20million (Indexed) in any 1 year of insurance and which:

(A) has a retroactive date of the date of incorporation (orestablishment, as applicable) of the Concessionaires; and

(B) is on a claims made basis irrespective of the time after the date ofexecution of this Deed that the event occurs that gives rise to theclaim; and

(vi) Other insurance

any other insurance which the State reasonably requires and which arecommonly effected by landowners, lessees or contractors in the position ofthe relevant Concessionaire provided those insurances can be obtained onpayment of a reasonable premium.

(b) Insurance end date

ConnectEast must maintain the insurances referred to in clause 51.3(a) (Requiredinsurances):

(i) in respect of clause 51.3(a)(i) (Industrial special risk), for the whole of theConcession Period;

(ii) in respect of clauses 51.3(a)(ii) (Public/product liability), 51.3(a)(iii)(Employer's liability and workers' compensation), 51.3(a)(iv) (Motorvehicle) and 51.3(a)(vi) (Other insurance), for the whole of the Concession



Period but so that claims may be made under such policies for a period of 6years after that time; and

(iii) in respect of clause 51.3(a)(v) (Directors and officers), 6 years after the endof the Concession Period.

51.4 Uninsurability(a) Insurance unavailability

A Concessionaire need not effect or maintain any particular insurance required to beeffected and maintained under clause 51.2 (Construction phase insurance) (or, in thecase of ConnectEast, clause 51.3 (Operation phase insurance) to the extent that, andonly for so long as, it becomes (after the date of this Deed) unavailable (includingfrom or through the State) in respect of projects in the nature of the Project (or notavailable on commercially reasonable terms).

(b) Notice

Should a Concessionaire intend not to obtain insurance in reliance on its rights underclause 51.4(a) (Insurance unavailability), the Concessionaire must at all times act ingood faith with respect to the State and must not less than 45 Business Days beforethat Concessionaire is required to effect that insurance:

(i) give the State reasonable notice of its intention not to obtain that insurance;

(ii) provide the State with the names and contact details of the Concessionaire'sinsurance broker and other insurance advisers for the purposes of attemptingto arrange that insurance;

(iii) provide the State with a report by the Concessionaire's insurance broker orinsurance advisers detailing the steps which have been taken by or on behalfof the Concessionaire to obtain that insurance and the terms if any uponwhich that insurance is available;

(iv) provide to the State written authority for the Concessionaire's insurancebroker and other insurance advisers to disclose to the State, and provide alldocuments evidencing, the steps which have been taken by or on behalf ofthe Concessionaire to obtain that insurance and the terms if any upon whichthat insurance is available.

(c) State request

After receipt of the notice under clause 51.4(b) (Notice), the State may request aConcessionaire to effect and maintain the relevant insurance or Substitute Insurance ifthe State reasonably considers that the relevant insurance or Substitute Insurance isavailable on commercially reasonable terms.

(d) Concessionaire to comply

Subject to clause 51.4(e) (Insurance dispute resolution), a Concessionaire must giveeffect to a request under clause 51.4(c) (State request) promptly.

(e) Insurance dispute resolution

A Concessionaire must promptly carry out each request made by the State inaccordance with the terms of the request under clause 51.4(c) (State request), unless itdisputes the reasonableness of the State's request, in which case it may refer thedispute for resolution in accordance with Part L (Dispute Resolution) (includingexpert determination).

(f) Determination to take into account commercial availability

The State, in making a request under clause 51.4(c) (State request) and the expert, inmaking a determination under clause 73 (Expert determination), must be instructed to,



in the case of a dispute, take into account whether or not the insurance so requested isavailable in the commercial insurance market or from or through the State, for projectsof the nature of the Project, on commercially reasonable terms.

(g) Concessionaire to approach insurance market

If a Concessionaire is not required to effect or maintain any particular insurance underthis clause 51.4 (Uninsurability) then:

(i) the Concessionaire must, in good faith, approach the insurance market on aregular basis and in any event at intervals of no more than 6 months, toestablish the extent to which the relevant insurance remains an insurance thatis unavailable in respect of projects in the nature of the Project (or is notavailable on commercially reasonable terms); and

(ii) provide the State with all relevant information concerning those approacheson a regular basis and in any event at intervals of no more than 6 months.

(h) Insurance that becomes available

If insurance which was previously unavailable, in accordance with clause 51.4(a)(Insurance unavailability) ceases to be unavailable (or becomes available oncommercially reasonable terms), the Concessionaire must immediately take out andmaintain that insurance and otherwise comply with the requirements of this clause 51(Insurance) with respect to that insurance and the provisions of clause 51.4(a)(Insurance unavailability) will not apply to relieve the Concessionaire from theobligations to effect and maintain that insurance.

(i) Assessment of commercially reasonable terms

In determining whether or not any insurance is available on commercially reasonableterms, that determination must be made assuming that the relevant Concessionaire (ora Controller on the Concessionaire's behalf) will not have the option to limit theobligations it would have had under clause 47.2 (Damage) (but for clause 47.3(Termination for failure to reinstate)) by giving a notice under clause 47.3(b)(ii)(Uninsurable Force Majeure Event circumstances).

51.5 Acceptable insurersAll insurances which a Concessionaire is required to effect under this Deed must be effectedwith insurers approved by the State (such approval must not be unreasonably withheld)provided that the State will not be obliged to approve an insurer with a rating less than aStandard & Poor's A or equivalent.

51.6 Proof of insurance(a) Evidence of Concessionaires insurance

A Concessionaire must, or, if applicable, must procure that its Contractor does,whenever notified by the State, provide evidence to the State of the insuranceseffected and maintained by the Concessionaire.

(b) Certificates of currency

Notwithstanding clause 51.6(a) (Evidence of Concessionaires insurance) the relevantConcessionaire must provide, or cause to be provided, to the State:

(i) a copy of each certificate of currency, renewal certificate and endorsementslip, within 10 Business Days of the inception date or renewal date of anyinsurance policy or the issuing of any endorsement to any insurance policy,and such certificates of currency, renewal certificates and endorsement slipsmust either be issued on the insurers' or insurance broker's letterhead, or bearthe insurers’ stamp and authorised signature (which in the case of co-insurance must be at least the lead insurer’s letterhead, or stamp and



signature, and in the case of layered insurance must be the letterhead, orstamp and signature of the insurer or lead insurer for each layer);

(ii) a copy of each insurance policy, and the original of such policy must bemade available for inspection by the State from time to time as required bythe State, subject to the reasonable requirements of the relevantConcessionaire as to confidentiality; and

(iii) within 30 Business Days of the original inception date of any insurancepolicy or of the renewal date of any insurance policy, evidence by way of theinsurer’s official receipt, or other acceptable form, confirming that thepremium due and all applicable statutory charges connected with theinsurance policy have been paid to the insurer.

(c) Failure to provide evidence

If, after being notified by the State to do so, a Concessionaire fails to produce evidenceof compliance with its insurance obligations under this clause 51 (Insurance) to thesatisfaction of the State within 5 Business Days of that notice, the State may effect andmaintain the relevant insurance and pay the premiums for that insurance. Any amountpaid by the State will be a debt due from the relevant Concessionaire to the Statepayable on demand.

51.7 Notices from or to insurerExcept to the extent prohibited by Law, each Concessionaire must ensure that each policy ofinsurance required to be effected by that Concessionaire in accordance with this Deed containsprovisions reasonably acceptable to the State that require the insurer:

(a) whenever the insurer gives to or serves upon the Concessionaire, any of its Associatesor their sub-contractors a notice of cancellation or other notice concerning the policy,at the same time to give to the State a copy of the notice that has been given or servedupon the Concessionaire, its Associates or their sub-contractors; and

(b) whenever that Concessionaire fails to renew the policy or to pay a premium, to givenotice of that failure to the State and the Concessionaires prior to the insurer givingany notice of cancellation or non-renewal.

51.8 Notices of potential ClaimsEach Concessionaire and the State must, as soon as practicable, notify the other parties of anyoccurrence or incident that may give rise to a Claim under a policy of insurance required by thisclause 51 (Insurance) and must keep the other informed of subsequent developments concerningthat occurrence or incidence or the Claim.

51.9 Non-vitiationWherever under this Deed insurance is effected in more than one name, the policy of suchinsurance must, to the extent that the policy may cover more than one insured party:

(a) provide that all insuring agreements and endorsements operate in the same manner asif there were a separate policy of insurance covering each party comprising theinsured;

(b) provide that the insurer waives all rights, remedies or relief to which it might becomeentitled by subrogation against any of the parties comprising the insured and thatfailure by any insured party to observe and fulfil the terms of the policy does notprejudice the insurance in regard to any other insured party; and

(c) contain a non-imputation clause providing that any non-disclosure ormisrepresentation (whether fraudulent or otherwise), any breach of a term or conditionof the policy, or any fraud or other act, omission or default by one insured party doesnot affect another insured party provided that such acts or omissions were not madewith the connivance of that other insured party.



51.10 Extent of cover(a) Notice of required cover

If the State at any time reasonably requires a Concessionaire to:

(i) insure against a risk not specifically provided for or contemplated under thisclause 51 (Insurance); or

(ii) increase the extent of or change the terms of an existing cover in relation to arisk,

it may notify the relevant Concessionaire accordingly and request that thatConcessionaire give effect to the State’s requirements as set out in the notice.

(b) Notice of additional premium

A Concessionaire must promptly notify (and provide supporting evidence to) the Stateof the amount (if any) of any additional premium payable to effect a request by theState under this clause 51.10 (Extent of cover).

(c) State response

Within 10 Business Days after receipt of notification from a Concessionaire underclause 51.10(b) (Notice of additional premium) the State must inform thatConcessionaire whether it requires that Concessionaire to:

(i) obtain another quote of the insurance requested under clause 51.10(a)(Notice of required cover), in which case clause 51.10(b) (Notice ofadditional premium) applies; or

(ii) effect that insurance cover.

(d) Implementation of additional cover

If the State informs a Concessionaire under clause 51.10(c) (State response) that theState requires that Concessionaire to effect that insurance cover, the relevantConcessionaire must promptly do so and the State must reimburse the amount of theadditional premium to the relevant Concessionaire within 20 Business Days after therelevant Concessionaire provides evidence satisfactory to the State that the insurancecover has been so effected.

51.11 General requirements(a) Terms

All insurances which a Concessionaire is required to effect under this clause 51(Insurance) must:

(i) be governed by the laws of Victoria;

(ii) in the case of the insurances specified in:

(A) clauses 51.2(a)(i) (Contract works), 51.2(a)(iii) (Public liability)and 51.3(a)(ii) (Public/product liability):

(I) be in the joint names of the Security Trustee (while anyActual Debt remains outstanding), the Concessionaireand its Associates, the State, the relevant VictorianGovernment Agencies (as provided by the State) and theIndependent Reviewer (to the extent possible); and

(II) cover sub-contractors of any tier of its Contractors (to theextent that the sub-contractors' role is in connection withthe Project);



(B) clauses 51.2(a)(ii) (Marine), 51.2(a)(vii) (Business interruption)and 51.3(a)(i) (Industrial special risk), be in the joint names of theSecurity Trustee (while any Actual Debt remains outstanding), theConcessionaire and its Associates (other than a person who is onlyan Associate by virtue of being a contractor of the Concessionaireor a contractor of a Consortium Member), the State, the relevantVictorian Government Agencies (as provided by the State) and theIndependent Reviewer (to the extent possible); and

(C) clauses 51.2(a)(iii) (Public liability) and 51.3(a)(ii)(Public/productliability) also be in the joint names of the Insured Rail Parties,

and identify their respective rights and interests;

(iii) in the case of the insurances specified in clauses 51.2(a)(i) (Contract works)and 51.3(a)(i) (Industrial special risk), specify the Security Trustee (whileany Actual Debt remains outstanding) and the State as the sole loss payees towhom the insurers may pay monies under such insurance policies inaccordance with clause 51.13 (Insurance Proceeds Account);

(iv) contain such conditions, endorsements and exclusions as are reasonablyrequired by the State;

(v) contain no conditions, endorsements or exclusions unless those conditions,endorsements or exclusions have been first approved by the State (suchapproval must not be unreasonably withheld);

(vi) not be materially altered by or on behalf of the relevant Concessionairewithout the prior approval of the State;

(vii) contain a provision requiring the applicable insurer to give the State at least10 Business Days prior notice of its intention to serve a notice ofcancellation on the relevant Concessionaire in respect of the applicablepolicy;

(viii) not contain an exclusion in respect of claims by one party insured under thepolicy against another party insured under the policy; and

(ix) not contain an average or co-insurance provision which would allow aninsurer to reduce its liability by reason of any under declaration or mis-declaration of the insurable value or other rateable factor.

(b) Excesses

No insurances which a Concessionaire is required to effect and maintain under thisclause 51 (Insurance) will be subject to an excess or deductible unless the State hasapproved the amount of the excess or deductible.

(c) Do not permit vitiation

A Concessionaire must not knowingly permit or suffer to be done any act, matter orthing whereby any insurance required to be effected under this clause 51 (Insurance)may be vitiated or rendered void or voidable.

(d) Premiums

Each Concessionaire must pay or cause to be paid punctually all premiums and othermoneys payable in respect of any policy of insurance required to be effected by theConcessionaire under this clause 51 (Insurance).

(e) Information to insurer

Each Concessionaire must give full, true and particular information to the relevantinsurer of all matters and things the non-disclosure of which might in any way



prejudice or affect any policy or policies of insurance or the payment of any or allmoneys under that policy or those policies.

(f) Permission to cancel

Before the cancellation by a Concessionaire of any insurance required to be effectedunder this clause 51 (Insurance), that Concessionaire must first:

(i) provide the State with the reasons for the proposed cancellation and detailsof any insurance which is proposed to be substituted for the policy proposedto be cancelled; and

(ii) obtain the State's consent to that cancellation.

(g) Reasonable assistance

Each Concessionaire must do everything reasonably required by the State or any otherperson in whose name an insurance policy is effected and maintained to enable theState or other person (as the case may be) to claim, and to collect or recover, moneydue, under or in respect of any insurance policy.

51.12 Additional requirementsAt all times during the Concession Period, each Concessionaire must comply, and must ensurethat each of its Associates and their sub-contractors comply, with their respective obligations totake out and maintain:

(a) registration and to pay all levies required to be paid, under the Accident CompensationAct 1995 (Vic) and the Accident Compensation (Workcover Insurance) Act 1993 (Vic)and the Transport Accident Act 1986 (Vic); and

(b) insurances required under the Building Act 1993 (Vic),

in relation to the Project.

51.13 Insurance Proceeds Account(a) Not later than the Commencement Date, the Concessionaires must:

(i) establish an account to be known as the Insurance Proceeds Account;

(ii) maintain that account in the name of the Concessionaires with a financialinstitution nominated by the Concessionaires and approved by the State(such approval must not be unreasonably withheld) or with a financialinstitution which is a party to the Finance Tripartite Agreement;

(iii) give details of that account to the State;

(iv) notify the financial institution referred to in sub-paragraph (ii) of the chargeover the Insurance Proceeds Account in accordance with the State Deed ofCharge and procure, and copy the State with, acknowledgment of that noticefrom the financial institution; and

(v) procure the agreement of the financial institution referred to in sub-paragraph (ii) not to exercise any right of set off or combination of accountsin relation to the Insurance Proceeds Account.

(b) Each of the State and the Concessionaires must deposit any amount it receives underany insurance policy taken out in compliance with clauses 51.2(a)(i) (Contract works)and 51.3(a)(i) (Industrial special risk) (other than to the extent that any such amountcomprises compensation received under the insurance required by clause 51.3(a)(i)(B)(Industrial special risk)) into the Insurance Proceeds Account.

(c) Subject to the Finance Tripartite Agreement, moneys in the Insurance ProceedsAccount may only be applied in the payment of Claims or to fund the remedy, repair,rectification or reinstatement of any defect in, damage to, or destruction of, the Works,



the Freeway or relevant part of the Works or the Freeway in accordance with thisDeed.

(d) The Concessionaires must give to the State records of expenditure from the InsuranceProceeds Account within 45 days of such expenditure.

(e) Any funds remaining in the Insurance Proceeds Account after such application asreferred to in clause 51.13(c) (Insurance Proceeds Account) will be treated by theConcessionaires as revenue from the Project.

PART J. GENERAL UNDERTAKINGS

52. Representations and warranties52.1 State representations and warranties

The State represents and warrants that:

(a) Power

it has the power to execute, deliver and perform its obligations under the ProjectDocuments and all necessary action has been taken to authorise their execution,delivery and performance;

(b) Obligations binding

the Project Documents constitute the State's valid and binding obligations, enforceableagainst the State in accordance with their terms, subject to applicable bankruptcy,reorganisation, insolvency, moratorium or similar laws affecting creditor's rightsgenerally and subject to the availability of equitable remedies;

(c) No contravention

the execution by the State of, the performance by the State of its obligations under,and the compliance by the State with the provisions of, the Project Documents doesnot and will not contravene any existing Law to which the State is subject; and

(d) GST

the State will ensure that the Government entities (as defined for the purposes of theGST Law) which are treated as making the supplies and acquisitions under the ProjectDocuments for GST purposes are and will remain registered for GST purposes (unlessfollowing a change in Law or a change in GST Law, each Australian State generallyceases to be registered for GST purposes).

52.2 Concessionaires' representations and warranties(a) Representations and warranties by each Concessionaire

The Trustee (both in its own right and its capacity as trustee of the Asset Trust) andConnectEast represents and warrants that:

(i) Status

each Obligor is a company limited by shares incorporated, or taken to beincorporated and existing under the Corporations Act, or incorporated inaccordance with the laws of its domicile and is not in liquidation, provisionalliquidation, receivership or under administration, and no matter relating to anObligor or any of its subsidiaries is the subject of a direction under, orhaving effect as if it were a direction under, section 14 of the AustralianSecurities and Investments Commission Act 1989 (Cth), or the subject of anyinvestigation under, or taken to be under, the Australian Securities andInvestments Commission Act 1989 (Cth);



(ii) Power

each Obligor has full legal capacity and power:

(A) to own its property and assets and carry on its business as it is nowbeing conducted; and

(B) to enter into, exercise its rights and perform its obligations underany Transaction Document to which it is a party and all corporateand other action has been taken to authorise that entry into,exercise and performance;

(iii) Approvals

subject to the provisions of this Deed and in particular clause 61(Approvals), all conditions and things required by applicable Law to befulfilled or done (including the obtaining of any necessary Approvals) inorder to:

(A) enable each Obligor lawfully to enter into, and exercise its rightsand perform its obligations under, the Transaction Documents towhich it is a party; and

(B) make this Deed and the other Transaction Documents admissible inevidence in the courts specified in clause 82.15 (Governing Lawand jurisdiction),

have been fulfilled or done;

(iv) Obligations binding

this Deed and the other Transaction Documents to which an Obligor is aparty constitute the relevant Obligor's valid and legally binding obligations,enforceable against that Obligor in accordance with their respective termssubject to applicable bankruptcy, reorganisation, insolvency, moratorium orsimilar laws affecting creditor's rights generally and subject to theavailability of equitable remedies;

(v) No contravention

the execution by the Obligor of, the performance by the Obligor of itsobligations under, and the compliance by the Obligor with, the provisions ofthe Transaction Documents to which the Obligor is a party does not and willnot:

(A) contravene any applicable Law to which the relevant Obligor orany of that Obligor's property is subject, or order of anyGovernment Agency binding on the relevant Obligor or any of thatObligor's property;

(B) contravene any Approval or require that any Approval be obtainedwhich at the time the obligation is required to be performed willnot have then been obtained;

(C) contravene any undertaking or instrument binding on the relevantObligor or any of that Obligor's property; and

(D) contravene any provision of the relevant Obligor's constitution;

(vi) Trust

in entering into the Transaction Documents, the Obligor (other than theTrustee and the Responsible Entity) is not acting as trustee of any trust orsettlement or as an agent on behalf of any other entity;



(vii) No Proceedings

no complaint or Proceeding is current or pending or (to its knowledge)threatened nor has any letter of demand or order or direction been issued,which will or is likely to have an effect which is both material anddetrimental upon the Obligor or the Obligor's ability to perform its financialand other obligations under the Transaction Documents to which the Obligoris a party;

(viii) Other information

the written information and reports (if any) which any Obligor has furnishedto the State in connection with the negotiation, preparation of, andcompliance with, this Deed and the other Transaction Documents:

(A) otherwise than with respect to forecasts or opinions contained inthat information or those reports, were, when given, true andaccurate in all material respects and not misleading, whether byomission or otherwise; and

(B) to the extent that the information or reports contain forecasts andopinions, those forecasts and opinions were made or formed afterdue and careful consideration on the part of its relevant officersbased on the best information available to it and were fair andreasonable when made or formed;

(ix) No filings or Taxes

it is not necessary to ensure the legality, validity, enforceability oradmissibility in evidence of this Deed, any other Transaction Document(other than the State Deed of Charge or any security forming part of theFinancing Documents) or any other instrument that it be filed or registeredwith any Government Agency or that any Tax be paid;

(x) No defaults

no Obligor is in default of its material obligations under any TransactionDocument to which it is a party;

(xi) No Security Interests

none of an Obligor's property is subject to any Security Interest, other than aPermitted Security Interest;

(xii) Financing Documents and Equity Documents

each Concessionaire has provided to the State all material documentsrelating to the financing of the Project (including with respect to the fundingof equity);

(xiii) Consortium Details

the Consortium Details provided under clauses 3 (Conditions Precedent) and64.6(c) (Consortium Details) are true and correct;

(xiv) No immunity

no Obligor has immunity from the jurisdiction of a court or from legalprocess (whether through service of notice, attachment prior to judgment,attachment in aid of execution, execution or otherwise);

(xv) Entitlement to grant licences

it is entitled to grant the irrevocable, non-exclusive licences granted underthe IP Licence Deed and clause 56.9 (Concessionaire Intellectual Property)of this Deed;



(xvi) No infringement of Intellectual Property Rights

the use, modification and reproduction of the Tolling System and theConcessionaire Intellectual Property by the State or any other person towhom a licence or rights are granted directly or indirectly by theConcessionaires under the IP Licence Deed and clause 56.9 (ConcessionaireIntellectual Property) of this Deed, respectively, will not infringe anyIntellectual Property Rights of any third person or result in the State or otherperson to whom a licence or rights are granted being liable to that thirdperson (except under an agreement made in accordance with clause 56.9(c)(Licence for specified use) of this Deed for royalties or compensation);

(xvii) Benefit

each Obligor benefits from entering into the Transaction Documents towhich it is a party; and

(xviii) No contravention

without limiting clause 52.2(a)(v) (No contravention), no Obligor hascontravened or will contravene section 208 or 209 of the Corporations Actby entering into a Transaction Document, exercising its rights or performingits obligations under a Transaction Document, or by participating in anytransaction in connection with a Transaction Document.

(b) Trustee representations and warranties

The Trustee (both in its own right and in its capacity as trustee of the Trust) makes thefollowing continuing representations and warranties for the benefit of the State:

(i) it has power:

(A) to enter into those Transaction Documents to which it is expressedto be a party in its capacity as trustee of the Asset Trust;

(B) to carry out the transactions that those Transaction Documentscontemplate; and

(C) to own the assets, undertakings and rights both present and future,of the Asset Trust,

and there is no restriction on or condition of it doing so;

(ii) no action has been taken to remove it or appoint an additional trustee of theAsset Trust;

(iii) the Asset Trust has been validly created and is in existence at the date of thisDeed;

(iv) it has been validly appointed as trustee of the Asset Trust and is presently thesole trustee of that trust and no action has been taken to remove it on appointan additional Trustee of the Asset Trust;

(v) the Asset Trust is solely constituted by the Asset Trust Deed, a true andcomplete copy of which was provided to the State before the date of thisDeed;

(vi) the Asset Trust has not been terminated, nor has any event for the vesting ofthe assets of that trust occurred;

(vii) no proceedings of any description have been or are likely to be commencedor threatened which could have a material adverse effect on the assets orfinancial position of the Asset Trust or on its trusteeship of that trust;

(viii) no property of the Asset Trust has been re-settled, set aside or transferred toany other trust;



(ix) it is to the commercial benefit of the Asset Trust and the beneficiaries of theAsset Trust that it:

(A) enters into the Transaction Documents to which it is expressed tobe a party in its capacity, inter alia, as trustee of the Asset Trust;and

(B) charges the property of the Asset Trust as provided in thoseTransaction Documents;

(x) as trustee of the Asset Trust, it has valid rights of indemnity and exonerationagainst the assets of the Asset Trust, which rights are available for thesatisfaction of all liabilities and other obligations incurred by it under theTransaction Documents;

(xi) its right of indemnity out of, and lien over the assets of the Asset Trust havenot been limited, released or disposed of other than under the State Deed ofCharge or the Financier's Security Documents in any way and withoutlimitation, the Trustee has no material liability which may be set off againstthe right of indemnity;

(xii) the rights of any beneficiaries relating to, and their interests in, the propertyof the Asset Trust are subject to the prior rights and interests of:

(A) the State or SEITA under the Project Documents; and

(B) the Trustee in the property of the Asset Trust to which the Statemay from time to time be subrogated;

(xiii) the Asset Trust Deed complies with all applicable laws; and

(xiv) it has complied with its obligations and duties as trustee under the AssetTrust Deed and at law. No one has alleged to it that it has not so complied.

52.3 Repetition of representations and warranties(a) Repetition

Each of the representations and warranties of the Concessionaires under clause 52.2(a)(Representations and warranties by each Concessionaire) and by the Trustee underclause 52.2(b) (Trustee representations and warranties) is, subject to any Disclosure:

(i) made and given on the date of this Deed; and

(ii) taken to be repeated on the Commencement Date and the first Business Dayof each Quarter commencing after the date of this Deed, with reference tothe facts and circumstances subsisting at those dates.

(b) Further repetition regarding licences

In addition to the date of repetition of the representations and warranties of eachConcessionaire as provided in clause 52.3(a) (Repetition), the representations andwarranties made under clauses 52.2(a)(xv) (Entitlement to grant licences) and52.2(a)(xvi) (No infringement of Intellectual Property Rights) are deemed to berepeated, subject to any Disclosure:

(i) by reference to the circumstances then subsisting at the date any licence orrights are granted under the IP Licence Deed or clause 56.9 (ConcessionaireIntellectual Property) of this Deed; and

(ii) in relation to clause 52.2(a)(xvi) (No infringement of Intellectual PropertyRights), on any date on which the State grants any licence or sub-licencewhich it is empowered to grant under the IP Licence Deed or clause 56.9(Concessionaire Intellectual Property) of this Deed (providing that the Statehas given 5 Business Days notice of that date to the Concessionaires).



52.4 Disclosure(a) Notice of Disclosure

The representations and warranties of the Concessionaires under clause 52.2(a)(Representations and warranties by each Concessionaire) and by the Trustee underclause 52.2(b) (Trustee representations and warranties) are made and given subject toany information that is provided to the State:

(i) in a notice which is expressly and clearly on its face provided for thepurposes of disclosure in respect of a representation or warranty; and

(ii) if that information is provided prior to the Commencement Date, is approvedby the State (Disclosure).

(b) Information relating to Disclosure

Any notice given by a Concessionaire under clause 52.4(a)(i) (Notice of Disclosure)must:

(i) set out in detail the Disclosure Circumstances;

(ii) clearly indicate the representation or warranty that is, or may be, affected bythat Disclosure; and

(iii) state with as much detail as possible the effect that the Concessionaireexpects the Disclosure Circumstances will be likely to have:

(A) on the ability of the Concessionaires to undertake the Project andperform its obligations under this Deed or any other TransactionDocument; and

(B) on the ability of the State to exercise any of its rights (includingStep-In Rights) or perform any of its obligations under this Deed orany other Project Document.

(c) Notice to rectify

If, in the State's opinion, subject to clause 52.4(f) (Deeming provision), the DisclosureCircumstances will, or are likely to have, a material and detrimental effect on:

(i) the ability of a Concessionaire to perform its obligations under this Deed; or

(ii) the ability of the State to exercise any of its rights (including Step-In Rights)or perform any of its obligations under this Deed,

the State may give a notice requiring that the relevant Concessionaire comply withclause 52.4(d) (Concessionaire's obligation to Diligently Pursue).

(d) Concessionaire's obligation to Diligently Pursue

Immediately following receipt of a notice under clause 52.4(c) (Notice to rectify), therelevant Concessionaire must commence and Diligently Pursue any action required to,as soon as possible:

(i) remedy the Disclosure Circumstances; or

(ii) if the relevant Concessionaire is unable to remedy the DisclosureCircumstances, overcome the effects of the Disclosure Circumstances in amanner acceptable to the State.

(e) Obligation to mitigate

Without limiting each Concessionaire's obligations under clause 52.4(d)(Concessionaire's obligation to Diligently Pursue), as soon as a Concessionairebecomes aware of any facts or circumstances which may give rise to a Disclosure, the



relevant Concessionaire must take all necessary and possible steps to mitigate theoccurrence or consequences of those facts or circumstances.

(f) Deeming provision

Any Disclosure Circumstance evidencing a breach of a representation or warrantygiven by the Trustee in clause 52.2(b) (Trustee representations and warranties) will bedeemed to have a material and detrimental effect for the purposes of clause 52.4(c)(Notice to rectify).

52.5 Reliance on representations(a) Reliance

The State and each Concessionaire acknowledges and agrees that the parties andSEITA have entered into the Project Documents in reliance on the representations,warranties, acknowledgments and agreements contained in this clause 52(Representations and warranties) and clause 53 (Concessionaires' acknowledgment).

(b) Survival

Each Concessionaire acknowledges and agrees that all of its representations,warranties, acknowledgments and agreements under clauses 52 (Representations andwarranties) and 53 (Concessionaires' acknowledgment) survive the execution anddelivery of the Project Documents and the completion of the transactionscontemplated by any of them.

52.6 Exclusion of warrantiesTo the extent permitted by Law (and except as otherwise expressly provided in this Deed), allterms, conditions, promises, undertakings, representations, warranties and statements (whetherexpress, implied, written, oral, collateral, statutory or otherwise) which would be implied intoany of the Project Documents are excluded and the State disclaims all Liability in relation tothem.

53. Concessionaires' acknowledgment53.1 No State representation

Each Concessionaire acknowledges and agrees that, except as expressly set out in this Deed oras provided in the Project Legislation, neither the State nor any of its Associates, has made anyrepresentation, given any advice, warranty or undertaking of any kind in respect of:

(a) any of the Transaction Documents;

(b) any transaction or arrangement contemplated under any of the TransactionDocuments;

(c) any other matter relevant to an Obligor's decision to enter into a TransactionDocument;

(d) the suitability, completeness or efficacy of any information or data supplied or madeavailable by any of them, on or before the date of this Deed including information ordata forming part of the Project Scope and Project Requirements, the information ordata referred to in clause 53.3 (Prior design work and other information) or theDisclosed Information; or

(e) any other drawings, plans, design specifications, reports or other information or datawhich relate directly or indirectly to the Construction Activities, the Works orTemporary Works or the Facilities.



53.2 Traffic usageEach Concessionaire acknowledges and agrees that:

(a) neither the State nor any of its Associates has made, on or before the date of this Deed,any representation or given any warranty in respect of traffic usage (including inrelation to the Base Case Traffic Model and including in relation to traffic volumesand vehicle mixes) of the Freeway or any matter that does or might affect trafficusage; and

(b) no representation or warranty concerning traffic usage (including in relation to theBase Case Traffic Model and including in relation to traffic volumes and vehiclemixes) will be taken to have been given by the State or any of its Associates unlessgiven in writing and which expressly and clearly provides on its face that therepresentation and warranty is to be relied on by the Concessionaires for the purposesof this Deed.

53.3 Prior design work and other informationWithout limiting clauses 18.1 (Design warranties) and 44 (Concessionaire risks), eachConcessionaire:

(a) bears all risks however they may arise (whether directly or indirectly and whether as aresult of negligence or otherwise) as a result of the use for the purposes of the Projectof:

(i) any:

(A) design work or other information which is incorporated in theOutline Scope and Project Requirements, the Reference Design orthe Project Scope and Project Requirements used by the relevantConcessionaire or any Contractor;

(B) geotechnical or other information used by the relevantConcessionaire or any Contractor;

(C) traffic investigations or other information used by theConcessionaire or any Contractor; or

(D) Disclosed Information,

undertaken or prepared by others prior to the date of this Deed; and

(ii) any other information obtained from or provided by the State, its Associatesor any Utility prior to the date of this Deed; and

(b) acknowledges that:

(i) the State gives no warranty or guarantee and makes no representation thatcompliance with the Outline Scope and Project Requirements will enable theConcessionaire to comply with its obligations under this Deed;

(ii) the State gives no warranty or guarantee and makes no representation thatthe Reference Design:

(A) provides the intended functional performance and traffic capacityrequired by the State for the Works;

(B) will enable the Concessionaires to comply with their obligationsunder this Deed; or

(C) is otherwise a complete design or free from ambiguities,inadequacies, discrepancies, inconsistencies, lack of consistenciesor ambiguities or any other defects or errors,

(collectively Reference Design Defects);



(iii) the warranties given by the relevant Concessionaire under this Deed willremain unaffected and the relevant Concessionaire will comply with all of itsobligations under this Deed notwithstanding the Reference Design or anyReference Design Defects; and

(iv) the Concessionaires will bear the risk, and maintain and bear full Liabilityand responsibility for the design, construction (and in the case ofConnectEast, operation, maintenance and repair) of the Works in accordancewith this Deed (including the risk of any Defects which may arise (whetherdirectly or indirectly) as a result of or in any way in connection with theReference Design or any Reference Design Defects) notwithstanding theReference Design or any Reference Design Defects.

53.4 Disclosed informationWithout limiting clauses 53.1 (No State representation), 53.2 (Traffic usage) or 53.3 (Priordesign work and other information), each Concessionaire acknowledges and agrees that:

(a) the Disclosed Information, and all Intellectual Property Rights in the DisclosedInformation, will remain the property of the State or any of its Associates (as the casemay be);

(b) the Disclosed Information did not constitute an invitation, offer or recommendation byor on behalf of the State or any of its Associates;

(c) neither the State, its Associates nor any other person acting on behalf of or associatedwith any of them has verified, or has any obligation to verify, the accuracy, reliabilityor completeness of the Disclosed Information or the information or data set out inclause 53.3 (Prior design work and other information);

(d) neither the State, its Associates nor any other person acting on behalf of or associatedwith any of them has made any representation or warranty, either express or implied,as to the accuracy, reliability or completeness of the Disclosed Information or theinformation or data set out in clause 53.3 (Prior design work and other information);

(e) the relevant Concessionaire, its Associates and their sub-contractors each have notrelied in any way on the skill or judgment of the State, its Associates or any personacting on behalf of or associated with any of them in deciding to lodge the Proposaland to enter into the Transaction Documents;

(f) the relevant Concessionaire, its Associates and their sub-contractors each have reliedabsolutely on their own opinion and professional advice based upon their ownindependent analysis, assessment, investigation and appraisal in deciding to lodge theProposal and to enter into the Transaction Documents;

(g) the relevant Concessionaire, its Associates and their sub-contractors did not in anyway rely upon:

(i) the Disclosed Information or the information or data set out in clause 53.3(Prior design work and other information); or

(ii) a failure by the State, any of its Associates or their sub-contractors toprovide any information to the Concessionaire or its Associates;

(h) the relevant Concessionaire and its Associates each have carried out all relevantinvestigations, made their own review and evaluation, and have examined andacquainted themselves in respect of:

(i) all aspects of the Project;

(ii) the contents, correctness, sufficiency and suitability of the DisclosedInformation and (subject to any provision of this Deed or the ProjectLegislation) the information or data set out in clause 53.3 (Prior design workand other information);



(iii) all information which is relevant to the risks, contingencies and othercircumstances related to the Project which could affect their decision to enterinto the Transaction Documents;

(iv) the Licensed Area, the Leased Area, the remainder of the Extended ProjectArea and the Land Conditions; and

(v) all amounts payable between the parties to the Transaction Documents,

without reliance on the State or any of its Associates;

(i) no statement, representation, term, warranty, condition, promise or undertaking made,given or agreed to by the State, its Associates or any person acting on behalf of orassociated with any of them in any prior negotiation, arrangement, understanding oragreement is of any effect except to the extent expressly set out or incorporated in anyof the Project Documents; and

(j) the acknowledgments under this clause 53.4 (Disclosed information) are in addition toand, to the extent not inconsistent, do not replace the terms and conditions alreadyagreed to or accepted by the Concessionaire, its Associates or their sub-contractorswhen receiving the Disclosed Information.

53.5 No enquiryThe parties acknowledge that the Disclosed Information has been given in good faith and thatthe State has no knowledge that the Disclosed Information is misleading or deceptive. Theparties agree, however, that the State and each of its Associates have no obligation to makeenquiries to verify the Disclosed Information.

53.6 Project Scope and Project Requirements StandardsThe standards, tasks, obligations and other provisions contained in or referred to in the ProjectScope and Project Requirements do not purport to be a comprehensive statement of therequirements which each Concessionaire must satisfy for the purpose of fulfilling its obligationsunder this Deed.

54. Road Operation and Traffic Management54.1 Management of traffic

Each Concessionaire must during the performance of the Construction Activities (andConnectEast must during the performance of the Operation Activities) control, direct, manageand protect all traffic in the Leased Area and (subject to the Project Legislation and the powersand functions of any road authority under any Law) the Licensed Area to ensure:

(a) the safe, efficient and continuous passage of vehicles;

(b) that the traffic carrying capacity of Local Roads is maintained;

(c) that any traffic congestion, delays or disruptions to public transport or pedestrian orshared use paths, are minimised; and

(d) that the Concessionaires otherwise comply with this Deed.

54.2 Traffic Management Plans(a) Each Concessionaire in respect of the Construction Activities and ConnectEast in

respect of the Operation Activities must prepare and submit to the State for approvalthe Traffic Management Plans required by, and in accordance with, the Project Scopeand Project Requirements. The Traffic Management Plans must comply with therequirements for such plans as stated in the Project Scope and Project Requirementsand must satisfy each Concessionaire's obligations under clause 54.1 (Management oftraffic).



(b) Each Concessionaire must comply with any Traffic Management Plans approved bythe State.

54.3 Road operation and traffic management powersEach Concessionaire's road operation and traffic management powers in respect of any discretepart of the Construction Activities (or, in the case of ConnectEast, the Operation Activities),including the power to:

(a) open, temporarily or permanently close, relocate, realign, widen or narrow any road orlane of any road;

(b) install, change or vary any major traffic control device;

(c) divert or redirect any traffic; or

(d) otherwise manage traffic,

necessary for the performance of that discrete part of the Construction Activities, or necessaryfor the execution of the road operation and traffic management arrangements or OperationActivities in the case of ConnectEast, will be those powers contained in the Traffic ManagementPlans approved by the State for that discrete part of the Construction Activities or OperationActivities, as applicable.

55. Health and safety55.1 Mitigation

Each Concessionaire must, during the Concession Period:

(a) perform its Construction Activities (and ConnectEast must perform the OperationActivities) in a safe manner and so as to minimise the risk of damage being caused toany person or property; and

(b) give to the State and, during the term of appointment of the Independent Reviewer, tothe Independent Reviewer (if still engaged by the State and the Concessionaires forthe purposes of the Project) detailed proposals for minimising the risk of injury ordamage to any person or property when carrying out the Construction Activities andthe Operation Activities.

55.2 NotificationWithout limiting each Concessionaire's obligations under clause 55.1 (Mitigation) eachConcessionaire must, unless (in relation to clauses 55.2(b) and (c) (Notification)) the Statedirects otherwise:

(a) identify and inquire into:

(i) any activity performed in respect of the Construction Activities (or in thecase of ConnectEast, the Operation Activities) which may give rise to healthand safety risks for the Concessionaire, its Associates or any other person;and

(ii) any accidents or other incidents involving any (or any risk of) loss, injury ordamage to persons (including death) or property of any kind, which occurson or about the Extended Project Area, the Works, the Licensed Area or theLeased Area as a result of or arising out of or in respect of or in connectionwith the relevant Concessionaire performing, or failing to perform, itsobligations under this Deed;

(b) in the case of the matters referred to in clause 55.2(a)(i) (Notification) (even if thosematters have been identified by the other Concessionaire or by a third party and not asa result of inquiry by the relevant Concessionaire), give the State notice of each suchmatter as soon as reasonably practicable after it is identified; and



(c) in the case of the matters referred to in clause 55.2(a)(ii) (Notification) (even if thosematters have been identified by the other Concessionaire or by third party and not as aresult of inquiry by the relevant Concessionaire), give the State a detailed report ofsuch matters as soon as reasonably practicable after such accident or incident occurs.

56. Concessionaires' general undertakings56.1 Provision of information

Each Concessionaire must, in providing all requests, information, reports, reviews and opinionswhether required under this Deed or otherwise in connection with the Project, ensure that suchrequest, information, reports, reviews and opinions are provided:

(a) in accordance with the time frames set out in this Deed or, if no time frame isprescribed, in a timely manner which is reasonably sufficient for the recipient toconsider and review the relevant request, information, report, review or opinion;

(b) with sufficient accompanying information to ensure that the recipient can understandthe effect of the request, information, report, review or opinion on the overall Projectand, during the period from the Commencement Date until the last Date of Close-Out,the general progress of the Construction Activities; and

(c) in a format, in such amount and in such detail so as to ensure that it can be reasonablyconsidered and reviewed by the recipient.

56.2 Format of manuals, plans and reportsSubject to clause 64.2(b) (Periodic reporting), any manuals, plans, reports or associatedinformation, or any updates or revisions of such manuals, plans, reports or information to besubmitted by a Concessionaire under this Deed must be submitted as a hard copy and as anelectronic copy and in the form agreed between the relevant Concessionaire and the State (or,failing agreement, in such form as the State or the Independent Reviewer (as the case may be)requires).

56.3 PersonnelIf the State notifies the Concessionaires of any person employed or engaged on the ConstructionActivities who, in the State’s reasonable opinion, is incompetent, negligent, dishonest or guiltyof misconduct, then the relevant Concessionaire must promptly:

(a) remove such person or ensure that such person is promptly removed from working onthe Construction Activities; and

(b) replace such person or ensure that such person is promptly replaced.

56.4 Quality assurance systemThe Concessionaires must develop and implement a quality assurance system for the Project inaccordance with the Project Scope and Project Requirements.

56.5 Update technologyDuring the Concession Period, ConnectEast must maintain such a level of technology in itssystems for the operation (including Tolling), maintenance and repair of the Freeway as wouldbe maintained by a prudent operator of the Freeway, consistently with Operation andMaintenance Best Practices and to ensure that the Interoperability of the Freeway is maintained.

56.6 NuisanceDuring the Concession Period, the Concessionaires must carry out the Construction Activities(and ConnectEast must carry out the Operation Activities) so as to prevent nuisance, damage,unreasonable noise or disturbance (except to the extent that any nuisance, noise or disturbance isthe unavoidable consequence of the performance of the Construction Activities or the OperationActivities in accordance with this Deed).



56.7 Privacy(a) Privacy requirements of State legislation

(i) Each Concessionaire agrees with respect to any act done, or practiceengaged in by it, for the purposes of this Deed that it is bound by theInformation Privacy Principles in the same way and to the same extent as theState would have been bound by them in respect of that act or practice, had itbeen directly done or engaged in by the State.

(ii) Each Concessionaire must:

(A) comply with the Information Privacy Principles; and

(B) comply with the Health Privacy Principles,

with respect to any act done, or practice engaged in by it, for the purposes ofthis Deed.

(b) Further obligations


(i) collect, use, disclose, store or otherwise handle Personal Information andHealth Information in a manner as directed by the State from time to time,provided that the direction does not cause the Concessionaires to breach anylegislation, principle, industry codes or policies by which theConcessionaires are bound;

(ii) notify the State immediately if it becomes aware that a Concessionaire has orwill breach any of the terms of this clause 56.7 (Privacy);

(iii) consult with the State in developing the publicly available documentsrequired under the Information Privacy Principles and Health PrivacyPrinciples;

(iv) develop written policies and procedures in consultation with the State withrespect to facilitating the Concessionaires' compliance with the InformationPrivacy Principles and Health Privacy Principles; and

(v) ensure the documents, policies and procedures contemplated in sub-paragraphs (iii) and (iv) are otherwise consistent with the requirements ofthis Deed.

56.8 Compliance CertificateWithin 20 Business Days after the end of each 6 month period commencing after the first Dateof Freeway Section Completion, each Concessionaire must provide the State with a certificate(Compliance Certificate) signed by two directors of the Concessionaire certifying that duringthat 6 month period there has been no Event of Default and each Concessionaire has compliedwith its obligations under:

(a) clause 24 (Requirement to operate, maintain and repair);

(b) clause 30 (Performance of operation, maintenance and repair activities);

(c) clause 31 (Maintenance and repair);

(d) clause 32 (Emergencies and incidents);

(e) clause 34.4 (Customer Services);

(f) clause 34.6(b) (Requirements for Customer Contracts);

(g) clause 34.7 (Dealing with Customer Complaints);

(h) clause 51 (Insurance);



(i) clause 56 (Concessionaires' general undertakings);

(j) clause 58 (Change in Control); and

(k) clause 61 (Approvals),

except to the extent detailed in the certificate.

56.9 Concessionaire Intellectual Property(a) Intellectual Property

Each Concessionaire warrants to the State that:

(i) it owns or has all rights necessary for the purposes of this Deed in theConcessionaire Intellectual Property; and

(ii) the use by the State or any of its Associates of any or all of theConcessionaire Intellectual Property as contemplated by this Deed(including the execution of the Construction Activities) will not result in aninfringement of any Intellectual Property Rights, including any copyrightrights (including any Moral Rights of any third party).

(b) Grant of licence to the State

Each Concessionaire grants to the State an irrevocable, perpetual, non-exclusive, freeof charge licence to use, modify and reproduce, and to sub-license any other party inthe State's absolute discretion to use, modify and reproduce, its ConcessionaireIntellectual Property as it sees fit:

(i) for the purposes of, or in connection with the Project, including performingthe Construction Activities, achieving Freeway Section Completion of theConstruction Activities in relation to any Section, and operating, maintainingor repairing the Freeway (or any part of it) or maintaining or repairing theMaintained Off-Freeway Facilities (or any part of them);

(ii) on and from the date on which the Concession Period ends;

(iii) during such period as the State is entitled to construct, operate, maintain orrepair the Freeway (or any part of it) or to construct, maintain or repair theMaintained Off-Freeway Facilities (or any part of them) or to execute theConstruction Activities (or any part of them), under the Project Documents;and

(iv) on and from the date a notice is given by the State under clause 47.3(c)(Termination with respect to the State Area) takes effect.

(c) Licence for specified use

(i) Without limitation to clause 56.9(b) (Grant of licence to the State), onrequest by the State, the relevant Concessionaire must procure the grant tothe State (or any nominee of the State specified in the request) anirrevocable, perpetual, non-exclusive licence to use, modify and reproduce,and to sub-license any other party in the State's absolute discretion to use,modify and reproduce, its Concessionaire Intellectual Property as the Statesees fit for any purpose specified by the State in Victoria (whether or not thatuse involves the State or any Victorian Government Agency).

(ii) A licence requested by the State under the requirements of sub-paragraph (i)may, to the extent strictly necessary, be subject to or limited by the rights ofany third party in any of that Concessionaire Intellectual Property. If alicence is subject to or limited by the rights of any third party in any of thatConcessionaire Intellectual Property, the precise nature of the interest heldby the third party must be defined and described by the relevantConcessionaire. Each Concessionaire acknowledges that the State will rely



upon such definition and description of the third party's rights in any of itsConcessionaire Intellectual Property.

(d) Terms of licence

Any licence granted pursuant to a request under clause 56.9(c) (Licence for specifieduse) must be:

(i) consistent with the provisions of this clause 56.9 (Concessionaire IntellectualProperty); and

(ii) on terms and conditions which are commercially reasonable (including thirdparty costs and fees) and which would be considered to be commerciallyreasonable were there to be a number of non-collusive and competitivesuppliers of the Concessionaire Intellectual Property.

(e) Dispute as to terms of licence

Any dispute which arises between the State and a Concessionaire in relation to theterms and conditions of a licence granted or procured in accordance with this clause56.9 (Concessionaire Intellectual Property) may be referred for resolution inaccordance with Part L (Dispute Resolution) (including expert determination).

(f) Limitation on licence

This clause 56.9 (Concessionaire Intellectual Property) does not apply to the TollingSystem to the extent inconsistent with the IP Licence Deed.

56.10 Naming Rights(a) State's right to name

The State has the sole right to:

(i) determine the name of the Freeway (Freeway Name);

(ii) vary the Freeway Name from time to time; and

(iii) grant naming rights for the Freeway to any person, including theConcessionaires.

(b) Use of Freeway Name

During the Concession Period each Concessionaire must:

(i) display the Freeway Name:

(A) on its financial and other records and correspondence;

(B) on any signage it is required to provide in or on the Freeway or aLicensed Area or Leased Area or any part of them;

(C) on its advertising material and promotional material; and

(D) for any other purpose involving the Freeway where reference to thename of the Freeway is required or appropriate; and

(ii) procure that the Construction Contractor and, in the case of ConnectEast, theOperator and the Customer Service Contractor (if any) display the FreewayName for any other purpose involving the Freeway where reference to thename of the Freeway is required or appropriate.

(c) Change of Freeway Name

If the State varies the Freeway Name:

(i) the Concessionaires must comply with any directions issued by the Statefrom time to time in relation to that variation to the Freeway Name; and



(ii) the State will bear the Concessionaires' reasonable direct costs associatedwith complying with clause 56.10(b) (Use of Freeway Name) on a change ofthe Freeway Name if these costs have been claimed in writing by theConcessionaires within 90 Business Days after the change.

(d) Protection of Freeway Name

During the Concession Period, each Concessionaire must not:

(i) intentionally, recklessly or negligently do anything that diminishes the valueof the Freeway Name;

(ii) use any name (other than the Freeway Name) to describe or refer to theFreeway; or

(iii) use the Freeway Name for any purpose other than for the purposes of theProject.

(e) Third party consideration

Each Concessionaire must include in any contract with a third party relating to thelease of, occupation of or access to any part of the Freeway or a Licensed Area orLeased Area:

(i) an acknowledgment by the third party of the State's rights under this clause56.10 (Naming Rights); and

(ii) an undertaking on the part of the third party:

(A) to do everything necessary to facilitate the State's exercise of itsrights and the performance of the Concessionaire's obligationunder this clause 56.10 (Naming Rights); and

(B) not to do anything that prevents or precludes the State exercisingthose rights or the Concessionaires performing those obligations orwhich may diminish the value of the Freeway Name.

(f) Use of the Freeway Name at the end of the Concession Period

At the end of the Concession Period all rights and licences on the Concessionaires'part to use the Freeway Name immediately cease.

56.11 General undertakingsWithout limitation to a Concessionaire's obligations under the Project Documents, eachConcessionaire must:

(a) Performance of functions under Project Scope and Project Requirements

ensure that the Design Consultant, the Proof Engineer and Construction Verifier andthe Quality Assurance Auditor perform the functions required of them under theProject Scope and Project Requirements;

(b) Compliance with the Code of Practice for the Construction Industry

comply with the Code of Practice for the Construction Industry in relation to theProject;

(c) Directors' details

notify the State of the names, from time to time, of the proposed directors of therelevant Concessionaire, the Construction Contractor, the Operator and any CustomerService Contractor before, or contemporaneously with, their appointment;

(d) Compliance with Laws

comply with all relevant Laws applicable in relation to the Project;



(e) Compliance at all times with Step-In obligations

be able to satisfy its obligations under clause 70 (Step-In) on any date during theConcession Period, as if the State exercised its Step-In Rights, on that date;

(f) Compliance at all times with obligations on expiry or termination

not enter into any arrangement or undertaking or otherwise assume any obligation thatwill result in it not being able to satisfy its obligations under clause 71 (Handover atend of Concession Period) on any date during the Concession Period as if theConcession Period terminated on that date; and

(g) Notification of unlawful acts

without derogating from the Concessionaires' obligations under clause 56.11(d)(Compliance with Laws) but subject to restrictions imposed by laws concerningprivacy, promptly notify all relevant Government Agencies if, in the normal course ofoperating the Freeway, it becomes aware of:

(i) any unlawful act of a serious nature being committed; or

(ii) any other conduct notified by the State to the Concessionaires and which theConcessionaires are reasonably required to report to specified GovernmentAgencies.

57. Concessionaire restrictions57.1 Restrictions on business

Each Concessionaire must not, without the prior consent of the State (which consent may begiven on conditions or withheld), conduct any business other than the Project and the carryingout of its obligations and the exercise of its rights under the Transaction Documents.

57.2 Restrictions on acquisition of property and liabilities being incurredEach Concessionaire must not, without the prior consent of the State (which consent may begiven on conditions or withheld), acquire or hold any property or incur any Liability other thanfor the purposes of the Project.

57.3 Ring fencing(a) Prohibition against transactions

Subject to clauses 59.2 (Material contracts) and 59.3 (Sub-contracting), eachConcessionaire must not:

(i) enter into contracts with;

(ii) assume or permit to subsist any Liability in favour of;

(iii) buy, sell or dispose of assets to or from,

a Consortium Member or a Related Body Corporate or Related Trust Entity of aConcessionaire or a Consortium Member without the prior consent of the State.

(b) Consent where transactions on arms length terms

The State's consent will not be unreasonably withheld or delayed if the contract,Liability, purchase or disposal of assets referred to in clause 57.3(a) (Prohibitionagainst transactions) is clearly on arms length commercial terms.

(c) Tax consolidation

Each Concessionaire must not, without the prior consent of the State, engage in anytax consolidation arrangement contemplated by the Income Tax Assessment Act 1997(Cth).



57.4 Right to propertyThe Concessionaires must ensure that:

(a) the Trustee will:

(i) own, or the State will own and the Trustee will have an interest as Lesseeunder the relevant Freeway Lease in, any Plant affixed to the Project Areaand, which is or becomes part of the Freeway; and

(ii) not own or have any interest in any other Plant, systems, hardware, softwareand other assets, Intellectual Property Rights and other Property comprisedor used in, or for the purposes of, the Project, the Freeway or the MaintainedOff-Freeway Facilities (including any computer or communications systemswherever located); and

(b) all Plant (other than Plant referred to in clause 57.4(a)(i) (Right to property)), systems,hardware, software and other assets, Intellectual Property Rights and other propertycomprised or used in, or for the purposes of, the Project, the Freeway or theMaintained Off-Freeway Facilities (including any computer or communicationssystems wherever located) will be:

(i) owned by ConnectEast;

(ii) subject to clause 59.5 (Equipment Leasing), the subject of an agreement(such as, for example, a hire purchase agreement):

(A) under which ConnectEast has the right to obtain ownership of themfor their residual value nominal cost at the end of the term of theagreement if their useful life extends beyond the term of theagreement;

(B) which includes a right for ConnectEast to assign and novate itsrights and (as applicable) obligations under the agreement to theState or its Associates prior to the end of the term of thatagreement on termination of this Deed; and

(C) which will not terminate, be suspended or impose more onerousterms to the State, SEITA or ConnectEast if the State or SEITAwere to exercise any of its rights under a Project Document; or

(iii) the subject of such other arrangements as approved by the State.

58. Change in Control58.1 Concessionaire Change in Control

(a) State consent to change

Each Concessionaire must not, without the prior consent of the State:

(i) subject to clause 58.2 (Controlling entity Change in Control), permit aChange in Control of the relevant Concessionaire or FinCo; or

(ii) amend, or permit to be amended, its or FinCo's constitution or otherconstituent documents.

(b) Concessionaire Change in Control

Each Concessionaire must give the State reasonable prior notice of a proposed Changein Control for which the consent of the State is sought in accordance with clause58.1(a) (State consent to change). That notice must include full details of theproposed Change in Control including the acquisition of voting power, the change in



control or any other event which will constitute the Change in Control(Concessionaire Change in Control Notice).

58.2 Controlling entity Change in ControlIf shares or other equity interests in an entity with ultimate control of a Concessionaire or FinCo(as applicable) are quoted on a prescribed financial market and a Change in Control occurs dueto the transfer of such shares or interests on that market, promptly after a Concessionairebecomes aware of the Change in Control, the Concessionaires must notify the State, providingfull details of the Change in Control including the acquisition of voting power, the change incontrol or any other event which has constituted the Change in Control (Parent CompanyChange in Control Notice).

58.3 Contractor Change in ControlThe Concessionaires must give the State notice promptly after a Concessionaire becomes awareof a proposed or actual Change in Control of the Operator, any Customer Service Contractor or,until the end of the last Defects Liability Period to expire and the completion of all ConstructionActivities, the Construction Contractor. That notice must include:

(a) full details of the proposed or actual Change in Control including the acquisition ofvoting power, the change in control or any other event which will constitute theChange in Control; and

(b) if required by the Concessionaires, a request that, if the State does not consent to theChange in Control, within 20 days of the Change in Control the obligations of theConstruction Contractor, the Operator or any Customer Service Contractor (as the casemay be) may be secured by a guarantee or letter of credit acceptable to the State,acting reasonably (Contractor Change in Control Notice).

58.4 Election by StateWithin 10 Business Days after the later of receipt by the State of:

(a) a Concessionaire Change in Control Notice, a Parent Company Change in ControlNotice or a Contractor Change in Control Notice (as the case may be); and

(b) such further information about the proposed Change in Control or the actual Changein Control (as the case may be) as the State reasonably requests within that 10Business Days,

the State must by notice to the Concessionaires:

(c) consent to or reject the proposed Change in Control or the actual Change in Control(as the case may be); and

(d) if the State rejects the Change in Control and the Concessionaires have requestedunder clause 58.3(b) (Contractor Change in Control), consent to or reject the proposedguarantee or letter of credit.

58.5 State rejectionIf the State rejects the Change in Control:

(a) specified in a Concessionaire Change in Control Notice, the relevant Concessionairemust not proceed or, as applicable, permit FinCo to proceed, with the proposedChange in Control;

(b) specified in a Parent Company Change in Control Notice, the relevant Concessionaire(without causing there to be any other Change in Control as a result other than aPermitted Transfer or a Change in Control in relation to which the Concessionaire hasobtained the State’s prior consent) will procure that the relevant person or personscease to have the voting power or control or to hold the share capital or other equityinterests which gave rise to that Change in Control, within 180 days after the date onwhich the State gives notice of its refusal to give consent to the Change in Control; or



(c) specified in a Contractor Change in Control Notice, the Concessionaires will procurethat, at the election of the State as notified to the Concessionaires in the notice givenunder clause 58.4 (Election by State), either:

(i) the Construction Contractor, the Operator or any Customer ServiceContractor (as the case requires) is replaced within 90 days of the Change inControl:

(A) in accordance with the requirements set out in clauses 59.1(Amendments to Transaction Documents), 59.3(b) (Sub-contracting terms and conditions) and 59.3(c) (Qualifications); or

(B) by a Contractor and a Construction Contract, an Operation andMaintenance Agreement and a Customer Service Contract (as thecase may be) which are otherwise acceptable to the State; or

(ii) if the Concessionaires have made a request under clause 58.3(b) (ContractorChange in Control), and the State has notified to the Concessionaires in thenotice given under clause 58.4 (Election by State) that it agrees with thatrequest, the obligations of the Construction Contractor, the Operator or theCustomer Service Contractor (as the case may be) are secured by a guaranteeor letter of credit acceptable to the State, acting reasonably within 20 days ofthe Change in Control.

58.6 Limitation of State discretion to reject Change in ControlThe State may only reject a proposed Change in Control or a Change in Control (as the casemay be) the subject of a Concessionaire Change in Control Notice, a Parent Company Changein Control Notice or a Contractor Change in Control Notice (as the case may be) if:

(a) the State is of the reasonable opinion that:

(i) a person or persons acquiring or holding the voting power, control, sharecapital or other equity interests that constitutes or gives rise to the proposedChange in Control or the Change in Control (as the case may be):

(A) is or are not solvent and reputable; or

(B) has or have an interest or duty which conflicts or may conflict in amaterial way with the interests of the State;

(ii) the proposed Change in Control or the Change in Control (as the case maybe):

(A) is against the public interest;

(B) would impact adversely on the ability or capacity of aConcessionaire, any Contractor or their sub-contractors to performtheir obligations under any of the Transaction Documents;

(C) would have an effect which is both material and detrimental on theFacilities or users of the Freeway; or

(D) would increase the Liability of, or risks accepted by, the State orSEITA under the Project Documents or in any other way in respectof the Project; or

(b) the Concessionaire Change in Control Notice, the Parent Company Change in ControlNotice or the Contractor Change in Control Notice (as the case may be) does notcomply with clauses 58.1(b) (Concessionaire Change in Control), 58.2 (Controllingentity Change in Control) or 58.3 (Contractor Change in Control) (as applicable) or aConcessionaire does not provide any further information reasonably requested by theState as contemplated by clause 58.4(b) (Election by State).



59. Contracts and dealings with Contractors and third parties59.1 Amendments to Transaction Documents

(a) No amendment without consent

Subject to clause 59.1(b) (Permitted Amendment) and the Finance TripartiteAgreement, neither Concessionaire may, at any time after the execution of this Deed:

(i) make or permit any modification, variation, amendment to, replacement ofor waiver of a provision of or any supplement or agreement collateral to;

(ii) terminate, surrender, rescind or accept repudiation of;

(iii) permit the novation, assignment or substitution of any party's right,obligation or interest in; or

(iv) enter into any agreement or arrangement which affects the operation orinterpretation of,

any one or more of the Transaction Documents (Amendment) without obtaining theprior consent of the State.

(b) Permitted Amendment

The prior consent of the State is not required for an Amendment that is:

(i) subject to clause 58 (Change in Control), a novation, assignment orsubstitution of any right, obligation or interest in the Equity Documents ofany party to an Equity Document after its Equity Funding has been fullyprovided; or

(ii) the surrender or return of a Credit Support Document in accordance with theterms of the Material Contract pursuant to which the Credit SupportDocument was required to be provided,

(Permitted Amendment).

(c) Notice of Permitted Amendment

If a Concessionaire makes or permits an Amendment that is a Permitted Amendmentreferred to in clause 59.1(b) (Permitted Amendment), the Concessionaires must:

(i) within 5 Business Days of the occurrence of that Permitted Amendment,give notice to the State of that Permitted Amendment, including details ofthat Permitted Amendment; and

(ii) within 10 Business Days of receipt of a request from the State, provide anyfurther information reasonably requested by the State regarding thePermitted Amendment, including copies of any document relevant to theAmendment.

(d) Notice of intended Amendment

If a Concessionaire desires an Amendment that is not a Permitted Amendment, theConcessionaires must submit a notice to the State seeking its consent. In such notice,the Concessionaires must set out:

(i) the Amendment and the relevant reasons for the Amendment;

(ii) the response or anticipated response of any other party (other than the State)to the relevant documents regarding the Amendment;

(iii) the response or anticipated response of any assignee of, or person holding aSecurity Interest in, the relevant documents to the Amendment;



(iv) the impact or potential impact of the Amendment on:

(A) provision of the Project by the Concessionaires;

(B) performance under the Transaction Documents;

(C) the financial structure or business of each Concessionaire; and

(D) the State's interest under or in respect of the TransactionDocuments; and

(v) copies of any documents relevant to the Concessionaires' request.

(e) Consent

Unless the State is a party to the relevant Transaction Document, the State must advisethe Concessionaires, within 10 Business Days (or such longer period as the Statereasonably requests given the nature of the Amendment) of receiving theConcessionaires' notice under clause 59.1(d) (Notice of intended Amendment), that:

(i) it consents to the Amendment;

(ii) subject to clauses 59.1(f) (Consent not to be withheld) and 59.1(g) (Consentnot to be unreasonably withheld), the Amendment is unacceptable to it andthe reasons why the Amendment is unacceptable; or

(iii) it requires further information from the Concessionaires regarding theAmendment. If so, the Concessionaires must provide the additionalinformation sought by the State within a further period of 10 Business Days,after which the State must respond in terms of sub-paragraphs (i) or (ii)within 10 Business Days.

(f) Consent not to be withheld

Unless the State is a party to the relevant Transaction Document, the State must notwithhold or delay its consent to the Amendment if the Amendment is a modification,variation or amendment to, or replacement or waiver of, a provision of a TransactionDocument that is not material.

(g) Consent not to be unreasonably withheld

Unless the State is a party to the relevant Transaction Document or clause 59.1(f)(Consent not to be withheld) applies, the State must not unreasonably withhold ordelay its consent to the Amendment if the Concessionaires demonstrate to thereasonable satisfaction of the State that the effect of the Amendment will not directlyor indirectly:

(i) adversely affect the capacity of either Concessionaire to perform itsobligations under the Transaction Documents;

(ii) adversely affect the ability of the State or SEITA to enforce its rights underthe Project Documents;

(iii) decrease the value or amount of any interest of, or return or potential returnto, the State or SEITA under the Project Documents;

(iv) increase any Liability or potential Liability of the State or its Associates inconnection with the Project including the amount or potential amount of anyEarly Termination Amount or of any Liability of the State in respect of anyProximate State Works, Modifications or Possible Key Risk Event;

(v) make it more likely that the State will be called upon to pay any EarlyTermination Amount or make any payment in respect of Proximate StateWorks or a Modification or Possible Key Risk Event; and

(vi) adversely affect use of the Freeway by users.



59.2 Material contracts(a) State consent required

Neither Concessionaire may, at any time after the execution of this Deed:

(i) enter into;

(ii) make or permit any modification, variation or amendment to, or replacementof or waiver of a provision of;

(iii) terminate, surrender, rescind or accept repudiation of;

(iv) permit the novation, assignment or substitution of any party's right,obligation or interest in; or

(v) enter into any agreement or arrangement which affects the operation orinterpretation or relates to the subject matter of,

a Material Contract without obtaining the prior consent of the State, which consentmust, except in the case of a Customer Service Contract, not be unreasonably withheldor delayed.

(b) Definition of Material Contract

For the purposes of this clause 59 (Contracts and dealings with Contractors and thirdparties), a material contract is any:

(i) Other Construction Contract:

(A) the value of the Works under which exceeds $10 million; or

(B) when aggregated with the value of the Works under any OtherConstruction Contracts previously entered into (other than theOriginal Construction Contract or an Other Construction Contractfalling under sub-paragraph (A)), the total value exceeds $10million;

(ii) Other Operation and Maintenance Agreement:

(A) the value of which exceeds $1 million (Indexed); or

(B) when aggregated with the value of any Other Operation andMaintenance Agreements previously entered into (other than theOriginal Operation and Maintenance Agreement or an OtherOperation and Maintenance Agreement falling under sub-paragraph (A)), the total value of the contracts exceed $1 million(Indexed);

(iii) Customer Service Contract:

(A) the value of which exceeds $1 million (Indexed); or

(B) when aggregated with the value of any Customer Service Contractspreviously entered into (other than a Customer Service Contractfalling under sub-paragraph (A)), the total value of the Contractsexceed $1 million (Indexed); or

(iv) other contract which is otherwise material to performing the ConstructionActivities or the Operation Activities,

(Material Contract).

(c) Concessionaire bears risk

Subject to clause 59.1(f) (Consent not to be withheld), the Concessionaires bear allrisks arising out of or in respect of or in connection with, the giving or withholding of



consent by the State under clauses 59.1(a) (No amendment without consent) and59.2(a) (State consent required).

59.3 Sub-contracting(a) Sub-contracting the Concessionaire's obligations

Subject to clause 59.1 (Amendments to Transaction Documents) and clause 59.2(Material contracts), each Concessionaire may sub-contract the performance of someor all of its obligations:

(i) under Part D (Design and Construction Phase) or any other obligationsrelating to the performance of the Construction Activities, to theConstruction Contractor;

(ii) in the case of ConnectEast under Part E (Operation Phase) or any otherOperation Activities, to the Operator; and

(iii) under Part F (Tolling) or any other Operation Activities, to a CustomerService Contractor.

(b) Sub-contracting terms and conditions

Each Concessionaire must ensure that:

(i) each Material Contract and any sub-contract of a Material Contract containsprovisions recognising the State’s rights under clause 70 (Step-In) and clause71 (Handover at end of Concession Period); and

(ii) each Construction Contract (and in the case of ConnectEast, each Operationand Maintenance Agreement and each Customer Service Contract), containprovisions requiring the Construction Contractor, the Operator or theCustomer Service Contractor (as the case may be) to execute a constructiontripartite agreement substantially in the form of Exhibit H (ConstructionTripartite Agreement), an operating tripartite agreement substantially in theform of Exhibit I (Operating Tripartite Agreement) or, in the case of theCustomer Service Contractor, a Relevant Tripartite Agreement in accordancewith clause 59.3(e)(v) (Monitoring of sub-contracts) (as applicable) asadapted for the purposes of the relevant contract on terms reasonablysatisfactory to the State.

(c) Qualifications


(i) use its best endeavours to ensure that each entity that is party to a MaterialContract under which that entity performs substantial obligations in respectof the Construction Activities (and, in the case of ConnectEast, theOperation Activities) or the Project (Relevant Entity):

(A) is suitably reputable, experienced and expert in successfullyperforming activities of a similar nature to the ConstructionActivities or Operation Activities (as applicable);

(B) can ensure the availability of the necessary or desirable skills andresources to perform the obligations relevant to it as thoseobligations are required to be performed by this Deed; and

(C) is of suitably high financial and commercial standing to performthe obligations relevant to it as those obligations are required to beperformed by this Deed;



(ii) immediately upon becoming aware that a Relevant Entity does not satisfythe requirements of clause 59.3(c) (Qualifications):

(A) use Diligent Pursuit to find another person that satisfies therequirements of clause 59.3(c) (Qualifications) to perform theobligations that were to be performed by that Relevant Entity; and

(B) subject to clause 59.3(d) (Termination of appointment), terminatethe appointment of that Relevant Entity;

(iii) provide the State with prior written details (including details of the mattersreferred to in sub-paragraphs (A) to (C) above) of the Relevant Entity andthe terms and conditions of its appointment, which appointment must be oncommercial terms negotiated on an arms length basis having regard to theobligations of the relevant Concessionaire under this Deed and in form andsubstance approved by the State.

(d) Termination of appointment

Neither Concessionaire may terminate the appointment of any Relevant Entity (orreplace any Relevant Entity upon resignation or removal of the Relevant Entity) unlessanother person is appointed to perform the obligations which were to be performed bythat Relevant Entity and that other person satisfies the requirements of clause 59.3(c)(Qualifications) unless the State otherwise consents, which consent must not beunreasonably withheld or delayed.

(e) Monitoring of sub-contracts


(i) comply with the obligations imposed on it under any Construction Contract,Operation and Maintenance Agreement or Customer Service Contract;

(ii) ensure that each Construction Contractor, Operator and Customer ServiceContractor complies with its obligations under any Construction Contract,Operation and Maintenance Agreement or Customer Service Contract,respectively, to which it is a party;

(iii) ensure that each Construction Contractor, Operator and Customer ServiceContractor complies with all applicable Laws, Approvals and QualityStandards in relation to any Construction Contract, Operation andMaintenance Agreement or Customer Service Contract, respectively, towhich it is a party;

(iv) give the State notice of termination of, or default in respect of, anyConstruction Contract, Operation and Maintenance Agreement or CustomerService Contract immediately upon a Concessionaire becoming aware ofsuch termination or default; and

(v) if requested by the State, ensure that each Relevant Entity (including eachConstruction Contractor, Operator and any Customer Service Contractor)enters into such written instruments in form and substance approved by theState and which the State reasonably considers is equivalent to theConstruction Tripartite Agreement or the Operating Tripartite Agreement (asappropriate) or such equivalent agreement which is appropriate for thecontract which the Relevant Entity has entered into with the relevantConcessionaire and containing obligations no less stringent than those placedon the Construction Contractor and the Operator in their agreements with therelevant Concessionaire (Relevant Tripartite Agreement).



(f) Liability for acts of contractors

Each Concessionaire will be liable to the State and its Associates for the acts andomissions of its Associates, any Relevant Entity and their sub-contractors, employeesand agents, as if such acts or omissions were acts or omissions of the relevantConcessionaire. Subcontracting by that Concessionaire of any obligation under theProject Documents will not relieve that Concessionaire of, or otherwise affect, anyobligation or Liability it has to the State under the Project Documents.

59.4 Refinancing(a) Restriction on refinancing

The Concessionaires may not and must procure that FinCo does not refinance all orany part of the Actual Debt otherwise than with the prior consent of the State underclause 59.4(d) (State consent to refinancing).

(b) Initial Information

In the period when a refinancing is being developed and before a notice is given underclause 59.4(c) (Notice of intended refinancing), the Concessionaires must provide theState with notice as soon as reasonably practicable (and in any event not less than 10Business Days before the Concessionaires submit a notice under clause 59.4(c)(Notice of intended refinancing)) that a refinancing is being developed together withcopies of working draft term sheets, models and other material information relevant tothe refinancing progressively and as soon as practicable after they are produced orupdated by or made available to a Concessionaire or FinCo or any person negotiatingor developing the refinancing on behalf of any of them.

(c) Notice of intended refinancing

If a Concessionaire or FinCo intends to undertake any refinancing, theConcessionaires must submit a notice to the State seeking its consent at least 30Business Days prior to the refinancing. In that notice, the Concessionaires must setout:

(i) full details as to the terms of the proposed refinancing (including copies ofall relevant draft contractual and security documentation in the formproposed to be signed by all relevant parties);

(ii) its good faith and detailed view of the impact or potential impact of theproposed refinancing on the State's and SEITA's Liabilities, rights orobligations under the Project Documents;

(iii) in the case of a refinancing (other than an Assumed Refinancing):

(A) the reasons why the Concessionaires or FinCo wish to implementthe refinancing;

(B) its good faith and detailed view of the impact or potential impact ofthe proposed refinancing on:

(I) provision of the Project by the Concessionaires;

(II) performance under the Transaction Documents;

(III) the financial structure or business of FinCo and eachConcessionaire;

(IV) the State's interest under or in respect of the TransactionDocuments; and

(V) the Equity Return and Distributions;

(C) a proposed mechanism for determining any Refinancing Gain andpaying the State's share of the Refinancing Gain to the State;



(D) all other material information in respect of the refinancing which itbelieves in good faith is relevant to the State’s decision to give orwithhold its consent to the refinancing; and

(E) copies of any documents and models relevant to theConcessionaires' request; and

(iv) in the case of an Assumed Refinancing, detailed information to enable theState to verify that the relevant Refinancing Assumptions will not becontravened.

(d) State consent to refinancing

The State must advise the Concessionaires within 20 Business Days of receiving theConcessionaires' notice under clause 59.4(c) (Notice of intended refinancing) that:

(i) it consents to the proposed refinancing;

(ii) the proposed refinancing is unacceptable to it and the reasons why this is thecase; or

(iii) it requires further information from the Concessionaires regarding theproposed refinancing. If so, the Concessionaires must provide the additionalinformation reasonably sought by the State within a further period of 5Business Days, after which the State must respond in terms of sub-paragraphs (i) and (ii) within 5 Business Days of receiving the furtherinformation.

(e) Consent not to be unreasonably withheld

The State must not unreasonably withhold or delay its consent to a proposedrefinancing (other than an Assumed Refinancing) if the State is reasonably satisfiedthat:

(i) the requirements of clause 59.4(g) (Incoming financier's obligation) are, orwill be, satisfied;

(ii) the incoming financier has the Required Rating;

(iii) the refinancing is on commercial terms and is effected on an arms lengthbasis;

(iv) the Concessionaires have complied with clauses 59.4(b) (InitialInformation), (c) (Notice of intended refinancing) and (d)(iii) (State consentto refinancing));

(v) the refinancing would not result in the credit rating (if any) of theConcessionaire being down graded below investment grade;

(vi) the refinancing would not result in any of the State's or SEITA's rights,obligations or Liabilities under the Project Documents being worse than theywould have been if the financing for the Project remained unchanged; and

(vii) the calculation of any Refinancing Gain and the basis on which the State isto be paid its share of the Refinancing Gain has been agreed or otherwisedetermined in accordance with clause 59.4(j) (Refinancing Gain).

(f) State must consent to Assumed Refinancing

The State must provide its consent in accordance with clause 59.4(d) (State consent torefinancing) to any Assumed Refinancing if the State is reasonably satisfied that:

(i) the requirements of clause 59.4(e)(i) to (iv) (Consent not to be unreasonablywithheld) inclusive are satisfied; and



(ii) the terms and conditions of the financing documentation relating to therefinancing other than:

(A) the terms and conditions of the financing documentation which arethe same as the terms and conditions of the Financing Documentsin their form immediately before the Assumed Refinancing iseffected; and

(B) terms and conditions to the extent they provide for the relevantRefinancing Assumptions,

would not result in the State's or SEITA's rights, obligations or Liabilitiesunder the Project Documents being materially worse compared with therespective rights, obligations or Liabilities of the State and SEITA under theProject Documents immediately before the Assumed Refinancing is effected.

The State will not be entitled to share in any Refinancing Gain generated by anAssumed Refinancing.

(g) Incoming financier's obligation

For any refinancing:

(i) the incoming financiers (or their agent or trustee) must execute a deedsubstantially in the form of the Finance Tripartite Agreement; and

(ii) the incoming financiers must receive no greater security than is held by theFinanciers.

(h) Cost of State review

The Concessionaires must pay the State’s reasonable costs (including any reasonablelegal or financial advisers’ fees incurred by the State) in reviewing and, if approved,implementing any refinancing proposal.

(i) Execution of agreements

In the event of a refinancing that is permitted or consented to by the State under thisclause 59.4 (Refinancing):

(i) the State must promptly, at the request of the Concessionaires, execute adeed substantially in the form of the Finance Tripartite Agreement, andotherwise on terms reasonably acceptable to the State with the incomingfinanciers (or their agents or trustees), FinCo and the Concessionaires; and

(ii) the Concessionaires must provide the State with certified copies of allexecuted documentation relating to the refinancing within 10 Business Daysof the refinancing being implemented.

(j) Refinancing Gain

The State and the Concessionaires will use their respective reasonable endeavours toagree the Refinancing Gain and the manner and timing of payment of the State's shareof the Refinancing Gain to the State. For these purposes the Concessionaires mustprovide the State with all information concerning the refinancing, the Distributionsand the Project that the State may require to calculate the Refinancing Gain.

If the parties fail to agree the Refinancing Gain or the manner or timing of payment ofthe State's share of the Refinancing Gain to the State, any party may require that thematter be determined in accordance with Part L (Dispute Resolution).

For these purposes the parties must require any expert or arbitrator to make his or herdetermination on the basis that the State is to receive 50% of any Refinancing Gainand that the State is to be paid its share of the Refinancing Gain no later than anyEquity Investor receives its share of the Refinancing Gain. The parties must also



require the expert or arbitrator to determine any necessary changes to the Debt Profile,the Financial Model or the Equity Funding to reflect the refinancing.

59.5 Equipment Leasing(a) Restriction on Equipment Leasing

The Concessionaires must not lease all or any part of the Plant without obtaining theprior consent of the State.

(b) Notice of proposed Equipment Leasing

If the Concessionaires desire to enter into any lease for any Plant (EquipmentLeasing), the Concessionaires must submit a notice to the State seeking its consent.In that notice, the Concessionaires must:

(i) set out:

(A) the Plant the subject of the proposed Equipment Leasing;

(B) full details as to the terms of the proposed Equipment Leasing(including all relevant contractual and security documentation);and

(C) all other material information in respect of the Equipment Leasingwhich is relevant to the State’s decision to give or withhold itsconsent or the State's and SEITA's rights and obligations under theProject Documents; and

(ii) attach copies of the proposed lease agreement, the deed required underclause 59.5(e) (Requirement for Equipment Leasing tripartite agreement)and any other documents relevant to the Concessionaires' request.

(c) State consent to Equipment Leasing

The State must advise the Concessionaires, within 60 Business Days (or such longerperiod that the State reasonably requests given the nature of the proposed EquipmentLeasing) of receiving the Concessionaires' notice under clause 59.5(b) (Notice ofproposed Equipment Leasing) that:

(i) it consents to the proposed Equipment Leasing;

(ii) the proposed Equipment Leasing is unacceptable to it and the reasons whythe proposed Equipment Leasing is unacceptable; or

(iii) that it requires further information from the Concessionaires regarding theproposed Equipment Leasing. If so, the Concessionaires must provide theadditional information sought by the State within a further period of 10Business Days, after which the State must respond in terms of sub-paragraphs (i) and (ii) within 20 Business Days.

(d) Consent not to be unreasonably withheld

The State must not unreasonably withhold or delay its consent to a proposedEquipment Leasing if the State is satisfied (acting reasonably) that:

(i) the requirements of clause 59.5(e) (Requirement for Equipment Leasingtripartite agreement) are, or will be, satisfied;

(ii) the Equipment Leasing is on commercial terms and is effected on an armslength basis;

(iii) the State has been provided with all information required by it to assess therequest for it to consent to the proposed Equipment Leasing;



(iv) the Equipment Leasing will not result in the credit rating (if any) of anyConcessionaire being down graded below investment grade; and

(v) the Equipment Leasing will not result in the State's or SEITA's positionunder the Project Documents being worse than it would have been if theEquipment Leasing was not entered into.

(e) Requirement for Equipment Leasing tripartite agreement

For any Equipment Leasing, the incoming lessors (or their agents) must execute adeed with the State and the Concessionaires which:

(i) includes undertakings by the lessor of the Plant on terms acceptable to theState that:

(A) the Plant will not be removed from the Project Area;

(B) the Plant will, at all times throughout the duration of theEquipment Leasing, be available for the Project;

(C) if the State exercises its rights under clause 70 (Step-In), the Stateor any attorney appointed by it under clause 70.7 (State appointedattorney) may operate the Plant without any restriction; and

(D) on expiry of the Concession Period (including upon earlytermination of this Deed) the Plant will transfer to the State:

(I) upon payment of not more than a nominal sum; and

(II) free of any lien or third party interest of any kind; and

(ii) is otherwise in a form and substance reasonably acceptable to the State.

(f) Costs of State review

The Concessionaires must pay the State’s reasonable costs (including any reasonablelegal or financial advisers’ fees incurred by the State) in reviewing any EquipmentLeasing proposal and agreeing and entering into the deed referred to in clause 59.5(e)(Requirement for Equipment Leasing tripartite agreement).

(g) Execution of agreements

In the event of an Equipment Leasing that is consented to by the State under thisclause 59.5 (Equipment Leasing), the State must promptly, at the written request of theConcessionaires, execute a deed which satisfies the requirements of clause 59.5(e)(Requirement for Equipment Leasing tripartite agreement) with the incoming lessor(or their agents) and the Concessionaires.

60. VIPP Statement60.1 Acknowledgment

Each Concessionaire acknowledges and agrees that the information contained in the VIPPStatement may be provided to the responsible Victorian Government Agency to be included inthe register of VIPP performance and that such information may be made available to otherGovernment Agencies of the State to be used in assessing other tender proposals for VIPPpurposes.

60.2 State to monitorThe State may monitor each Concessionaire’s performance in accordance with any monitoringprovisions in the VIPP Statement and measured against the VIPP outcomes set out in the VIPPStatement. Each Concessionaire must allow the State to have access to, and to obtaininformation in respect of, the Concessionaire’s records from the Concessionaire’s officers,



employees, consultants and advisers for this purpose. Each Concessionaire authorises the Stateto obtain information from the persons, firms or corporations nominated in the VIPP Statementas to compliance with the VIPP Statement.

60.3 Assessment of performanceThe State must exercise its reasonable discretion in assessing each Concessionaire’sperformance under this clause 60 (VIPP Statement) and must take into account any issue raisedby a Concessionaire which fairly represents a cause of failure to comply which is beyond thatConcessionaire’s reasonable control.

61. Approvals61.1 Compliance with Laws and Quality Standards

The Concessionaires must, subject to the Project Legislation, comply with the Law inperforming the Construction Activities (and in the case of ConnectEast the Operation Activities)and ensure that the Project and the Facilities comply with all applicable Laws and QualityStandards.

61.2 Approvals to be obtained by ConcessionaireEach Concessionaire must:

(a) apply for and obtain from each relevant Authority all Approvals; and

(b) comply with all conditions and requirements of all Approvals (including paying allfees, procuring all insurances and executing any documents or agreements required byany relevant Authority in relation to any Approval).

61.3 Application of Project LegislationEach Concessionaire acknowledges that under the Project Legislation:

(a) certain legislation does not apply (in whole or in part) to the Project; and

(b) the relevant Concessionaire is exempted from the obligation to obtain certainApprovals which would otherwise have been required by Law for the performance ofthe Construction Activities (or in the case of ConnectEast the Operation Activities) orotherwise in connection with the Project (Exemption).

61.4 Approvals required from SEITA(a) SEITA Approval

Where, but for the Exemption, the Concessionaires would have been obliged to obtainan Approval (Original Approval), the Concessionaires must obtain the approval ofSEITA (SEITA Approval) in relation to the matters the subject of the OriginalApproval.

(b) Exemption under Project Legislation

For the avoidance of doubt, the Concessionaires are not required to obtain a planningapproval from SEITA for a use or development which is exempted under section 126of the Project Legislation from the requirement to obtain a Planning Permit.

61.5 Conditions in relation to SEITAIn applying to SEITA for the issue of any SEITA Approval the subject of clause 61.4(Approvals required from SEITA), the Concessionaires must:

(a) do all things and tasks and comply with all requirements (including providing alldocuments or fees and agreeing to usual or reasonable conditions but excludingnotification of third parties except where required by SEITA in its absolute discretion)



that would, but for the Exemption, have been necessary for the Concessionaires to doto obtain the Original Approval;

(b) provide to SEITA (prior to SEITA's approval):

(i) evidence from the relevant Authority which, but for the Exemption, wouldhave been responsible for issuing the Original Approval that theConcessionaires have complied with the requirements of clause 61.5(a)(Conditions in relation to SEITA); and

(ii) if the relevant Authority unreasonably refuses to provide such evidence, astatutory declaration in a form acceptable to SEITA signed by theConcessionaires attesting that the Concessionaires have complied with therequirements of clause 61.5(a) (Conditions in relation to SEITA);

(c) provide such information and assistance to SEITA (including attending any meeting orconferring with any person) as SEITA may reasonably require to process theapplication; and

(d) make due allowance for:

(i) the application to be given to SEITA within the time required by, and at arate consistent with the maintenance of progress of the ConstructionActivities in accordance with, the Design and Construction Program andotherwise to ensure compliance by the Concessionaires with this Deed;

(ii) the application to be the subject of such consultations as SEITA considersappropriate, and to be reviewed by SEITA within a reasonable time and notless time than would otherwise have been available to, or ordinarily requiredby, the relevant Authority which, but for the Exemption, would have beenresponsible for issuing the Original Approval;

(iii) the time and resources required or desirable for SEITA to review anapplication for any other SEITA Approval; and

(iv) any necessity for the Concessionaires to resubmit its application as a resultof any review by SEITA.

61.6 Approval by SEITA(a) If SEITA is satisfied that the Concessionaires have complied with clause 61.5

(Conditions in relation to SEITA), SEITA may issue the SEITA Approval to theConcessionaires subject to any reasonable conditions which the relevant Authority orother person may, but for the Exemption, have imposed on the issuing of the OriginalApproval or are otherwise permitted to be imposed by this Deed.

(b) Subject to:

(i) compliance by the Concessionaires with clause 61.5(a) (Conditions inrelation to SEITA); and

(ii) clause 61.6(a) (Approval by SEITA),

the State must procure that SEITA uses reasonable endeavours to process anyapplication by the Concessionaires under clause 61.5 (Conditions in relation toSEITA) within the period specified in the Project Legislation or this Deed, or whereno time is specified, within a reasonable period. For the purposes of this clause 61.6(Approval by SEITA), a reasonable period is a period which is not less than wouldotherwise have been available to, or ordinarily required by, the relevant Authoritywhich, but for the Exemption, would have been responsible for issuing the OriginalApproval.



61.7 Copies of material Approvals(a) Copies of Approvals

Each Concessionaire must promptly provide copies of all material Approvals (otherthan Approvals granted by SEITA as contemplated by this Deed) to the State whenthey are obtained or renewed.

(b) Evidence concerning conditions

Each Concessionaire must promptly provide to the State evidence that any conditionsor requirements of material Approvals are fulfilled when they are fulfilled.

62. Manuals and management plans62.1 Project Plans

ConnectEast must:

(a) on or before the Commencement Date (or such other date or dates as set out in theProject Scope and Project Requirements), prepare and submit to the State and theIndependent Reviewer each of the Project Plans, which must comply with therequirements of this Deed;

(b) subject to clauses 62.5 (Design Plan and Construction Plan), 62.6 (TrafficManagement Strategy) and 62.7 (Incident Management Plan), regularly review (atleast every 6 months after the Commencement Date or more often as so requested bythe State or provided for by the Project Scope and Project Requirements) and (ifnecessary) update the Project Plans to reflect changes to any information contained inthe Project Plans in the same manner as a skilled professional person suitably qualifiedand experienced in the performance of obligations similar to those of theConcessionaires under the Project Documents would do; and

(c) promptly provide a copy of each reviewed and (if applicable) updated Project Plan tothe State and, during the term of appointment of the Independent Reviewer, to theIndependent Reviewer.

62.2 PurposeThe Concessionaires agree that:

(a) an objective of each Project Plan is for ConnectEast to explain how theConcessionaires plan to perform the Construction Activities (or in the case ofConnectEast the Operation Activities) (as the case may be) in accordance with thisDeed with respect to the matters relevant to the Project Plan;

(b) the Project Plans must be updated during the performance of the ConstructionActivities and the Operation Activities to reflect events or circumstances which will,or may, affect the performance of those activities; and

(c) the Project Plans must be prepared and updated in such a way as to ensure that at alltimes the Concessionaires can comply with their obligations under this Deed.

62.3 Review(a) No obligation to review

Subject to clause 62.3(c) (Review of specific Project Plans), the State and theIndependent Reviewer may, but have no obligation to, review or comment on anyProject Plan submitted under clause 62.1 (Project Plans) and if the State or theIndependent Reviewer considers that a Project Plan submitted does not comply withthis Deed, the State or the Independent Reviewer (as the case may be) may give noticeto ConnectEast within 10 Business Days of submission of that Project Plan.



(b) Amendment

Upon receipt of a notice under clause 62.3(a) (No obligation to review), ConnectEastmust expeditiously and diligently submit an amended Project Plan to the State and (ifapplicable) the Independent Reviewer which complies with this Deed.

(c) Review of specific Project Plans

The Independent Reviewer must review (by general overview and reasonablechecking) the following Project Plans (including any updated or revised Project Plan)submitted by ConnectEast to the Independent Reviewer:

(i) Environmental Management Plan; and

(ii) Occupational Health and Safety Management Plan,

and may give notice to ConnectEast if the Independent Reviewer considers any suchProject Plan does not comply with this Deed.

62.4 Compliance with Project Plans(a) Except where otherwise provided in this Deed, the Concessionaires must not depart

from a Project Plan provided to the State and (if applicable) to the IndependentReviewer, unless it is necessary to do so to ensure compliance with this Deed.

(b) Without limiting clause 62.2 (Purpose) of the Deed, the Concessionaires acknowledgeand agree that:

(i) the purpose of the Project Plans and the outline Project Plans contained inAppendices D12 to D19 (Outline Project Plans) in the Project Scope andProject Requirements is to:

(A) record (to the extent that they are set out in those Outline ProjectPlans or Project Plans) Liabilities, obligations or responsibilitiesassumed and risks accepted or retained by the Concessionaires inrespect of the subject matter of the Outline Project Plans or ProjectPlans; and

(B) in respect of the Outline Project Plans, set out as a minimum, andwithout limiting the scope of the matters required to be included bythe Concessionaires in the Project Plans as finalised under theDeed, the matters in respect of which the Concessionaires willprovide greater detail in the Project Plans and, once the ProjectPlans have been prepared and submitted in accordance with theDeed, and amended or updated as required by the Deed, theOutline Project Plans will cease to have any effect;

(ii) the Outline Project Plans and the Project Plans are not to be construed in anyway:

(A) to impose a risk, Liability, obligation or responsibility on the Stateor its Associates which has not been expressly accepted, retainedor undertaken elsewhere under the Project Documents, or as an aidto interpretation of such risks, Liabilities, obligations orresponsibilities;

(B) to limit or affect any Liabilities, obligations or responsibilitiesundertaken, or risks accepted or retained by the Concessionaires ortheir Associates elsewhere under the Project Documents, or as anaid to interpretation of such risks, Liabilities, obligations orresponsibilities to the extent that to do so would limit thoseLiabilities, obligations, responsibilities or risks or alter them to thedetriment of the State;



(C) to confer rights or remedies on the Concessionaires or theirAssociates which are inconsistent with the provisions of the Deed(other than the Outline Project Plans or Project Plans);

(D) as demonstrating compliance, or (in respect of the Outline ProjectPlans) the matters required to be included in the Project Plans toensure compliance, by the Concessionaires or their Associates withthe Project Documents; or

(E) as accepted or approved by the State for any purpose or as limitingthe State's rights to require the Concessionaires to include or not toinclude certain matters in the Project Plans;

(iii) the inclusion in the Outline Project Plans or the Project Plans of:

(A) any words of limitation, constraints, assumptions made ordelegations, methodologies, systems, procedures or other processesor steps to be implemented by the Concessionaires or theirAssociates are merely the Concessionaires' interpretation of howthe Concessionaires' plan to perform the Construction Activities orthe Operation Activities (as the case may be) in accordance withthe Deed and do not by this fact alone or their inclusion in theProject Scope and Project Requirements, reflect compliance withthe Deed (including in relation to clause 62 (Manuals andmanagement plans)) or in any way limit or derogate from the scopeof the Concessionaires' obligations under the Deed; and

(B) any express or implied delegation of risks, Liabilities, obligationsor responsibilities by the Concessionaires to any Associate doesnot constitute approval of such delegation by the State, and issubject to clause 59.3(f) (Liability for acts of contractors), andreferences to risks, Liabilities, obligations or responsibilitiesassumed or accepted or acknowledgments given by any Associateof the Concessionaires will be construed as assumed or accepted orgiven (as applicable) by the Concessionaires.

(c) Compliance with specific Project Plans

The Independent Reviewer:

(i) must review (by general overview and reasonable checking) the carrying outof the Construction Activities (and, to the extent applicable, the OperationActivities) so that the Independent Reviewer may form an opinion as towhether or not ConnectEast is complying with the Project Plans specified inclause 62.3(c) (Review of specific Project Plans); and

(ii) if the Independent Reviewer believes that the Construction Activities or theOperation Activities (to the extent applicable) are not carried out inaccordance with the Project Plans specified in clause 62.3(c) (Review ofspecific Project Plans), the Independent Reviewer may give notice to theState and ConnectEast stating that opinion and the reasons for that opinion.

62.5 Design Plan and Construction Plan(a) Acknowledgment

Without limiting clauses 62.1 (Project Plans) and 62.2 (Purpose), each Concessionaireacknowledges that each of the Design Plan and the Construction Plan are intended toprovide a general overview and explanation, by discrete components or packages ofwork, of the process and means by which the Concessionaires will design andconstruct the Works and the Temporary Works, and to assist the State and the



Independent Reviewer in understanding the Design and Construction Program and theDesign Documentation.

(b) Design Plan and Construction Plan

Without limiting clause 62.1 (Project Plans) or 62.2 (Purpose), the Design Plan andthe Construction Plan must:

(i) contain the information required by the Project Scope and ProjectRequirements;

(ii) accurately reflect, by general overview and explanation:

(A) in respect of the Design Plan, the process by which eachConcessionaire intends to design and certify each discretecomponent or package of its Works and its Temporary Works(Design Package);

(B) in respect of the Construction Plan, the method by which eachConcessionaire intends to construct each discrete component orpackage of its Works and its Temporary Works (ConstructionPackage);

(C) the significance and relevance of the relationship of each DesignPackage or Construction Package (as the case may be) to theWorks and the Temporary Works;

(D) the inter-relationship between the Design Packages or ConstructionPackages (as the case may be) and the Design and ConstructionProgram;

(E) the relevant section or part of the Project Scope and ProjectRequirements and the Design Documentation relevant to eachDesign Package and Construction Package, respectively;

(F) the inter-relationship between each of the Design Packages withthe relevant Construction Packages; and

(iii) during the period from the Commencement Date to the last Date of Close-Out, be updated, and be provided to the State and the Independent Reviewer,at least monthly (unless the State otherwise requires) and whenever:

(A) the Concessionaires submit any Design and Construction Programunder clause 17 (Design and Construction Program);

(B) the Concessionaires submit any Design Documentation underclause 18.3 (Submission of Design Documentation);

(C) the Concessionaires lodge an Extension Event claim under clause20.4(b) (Notification of delay);

(D) the Concessionaires lodge a Concessionaire's Modification Noticeunder clause 37 (Modifications) prior to the last Date of Close-Out;and

(E) an event or circumstance occurs which has, or may have, a materialeffect on the manner in which a Concessionaire carries out thedesign of the Works or the Temporary Works.

62.6 Traffic Management StrategyWithout limiting clauses 62.1 (Project Plans) and 62.2 (Purpose), the Concessionairesacknowledge and agree that:

(a) ConnectEast may only amend its Traffic Management Strategy with the agreement ofthe State and in accordance with the Project Scope and Project Requirements; and



(b) each Traffic Management Plan prepared by ConnectEast must at all times beconsistent with the then current Traffic Management Strategy.

62.7 Incident Management Plan(a) Preparation

ConnectEast must prepare an Incident Management Plan in consultation with theIncident Planning Committee.

(b) Timing

ConnectEast must provide the Incident Management Plan to the State and theIndependent Reviewer before, and as a condition of, Freeway Section Completion ofthe Construction Activities in relation to the first Section with respect to whichFreeway Section Completion is achieved.

(c) Review

ConnectEast must review the Incident Management Plan at least once every 6 monthsin consultation with the Incident Planning Committee.

62.8 Operation and Maintenance Manuals(a) Develop manuals

ConnectEast must develop the Operation and Maintenance Manuals in consultationwith the State and provide copies to the State and the Independent Reviewer before,and as a condition to, Freeway Section Completion of the Construction Activities inrelation to the first Section with respect to which Freeway Section Completion isachieved.

(b) Contents

ConnectEast must ensure that the Operation and Maintenance Manuals comply withthe requirements set out in the Project Scope and Project Requirements.

(c) Review by Concessionaire

ConnectEast must:

(i) ensure that the Operation and Maintenance Manuals are maintained andrevised in consultation with, and take into account the reasonablerequirements of, the State, in accordance with the Project Scope and ProjectRequirements and Operation and Maintenance Best Practices;

(ii) conduct a complete review (and revision where necessary) of all Operationand Maintenance Manuals consistent with Operation and Maintenance BestPractices at least once every 2 years; and

(iii) provide the State and, during the appointment of the Independent Reviewer,the Independent Reviewer with copies of the Operation and MaintenanceManuals promptly after they are revised.

(d) Review

The State may, but has no obligation to, and the Independent Reviewer must reviewany Operation and Maintenance Manual submitted under clauses 62.8(a) (Developmanuals) or 62.8(c)(iii) (Review by Concessionaire) and if the State or theIndependent Reviewer considers that an Operation and Maintenance Manualsubmitted does not comply with this Deed, the State or the Independent Reviewer (asthe case may be) may give notice to ConnectEast within 10 Business Days ofsubmission of that Operation and Maintenance Manual, stating that opinion and thereasons for that opinion.



(e) Amendment

Upon receipt of a notice under clause 62.8(d) (Review), ConnectEast mustexpeditiously and diligently submit an amended Operation and Maintenance Manualto the State and (if applicable) the Independent Reviewer which complies with thisDeed and so that it addresses the concerns raised in the notice and resubmit theOperation and Maintenance Manuals to the State and (if applicable) the IndependentReviewer in accordance with clause 62.8(c) (Review by Concessionaire).ConnectEast may refer any dispute concerning the notice under clause 62.8(d)(Review) from the State or the Independent Reviewer (as the case may be) forresolution in accordance with Part L (Dispute Resolution) (including expertdetermination).

(f) Fit for purpose

ConnectEast must ensure that:

(i) the Operation and Maintenance Manuals and the procedures contained inthem will be fit for their intended purposes; and

(ii) compliance with the Operation and Maintenance Manuals will enable it tofulfil its obligations under this Deed.

(g) Concessionaire must comply

ConnectEast must comply with the Operation and Maintenance Manuals.

63. Models63.1 Changes to Traffic Model, Financial Model or Annual Revenue Forecast Model

ConnectEast must update the Traffic Model, Financial Model and the Annual Revenue ForecastModel as reasonably necessary (which in the case of the Financial Model, will be at least every12 months) to reflect the changing traffic network, actual results and outcomes and othercircumstances, and must obtain the prior approval of the State (which approval must not beunreasonably withheld or delayed) to any change in the Traffic Model, Financial Model or theAnnual Revenue Forecast Model (other than in relation to historic measurable data incorporatedunder clause 63.2 (Models to incorporate data) or in accordance with clause 63.3 (Checking andrevising models)).

63.2 Models to incorporate dataWithout limitation to the Concessionaires' obligations under the Project Documents,ConnectEast must ensure that the Assumptions Books for each of the Traffic Model, theFinancial Model and the Annual Revenue Forecast Model (and consequentially the modelsthemselves) incorporate relevant and accurate data (including actual data when available) whenoperated or to be provided to the State, from time to time, for the purposes of, or in connectionwith, this Deed, provided that data so incorporated relating to Actual Debt or Project Debt orEquity Returns must be consistent with the nature of, and limitations inherent in, those concepts,and the various bases and assumptions required under this Deed to be adopted in relation tothem as outlined in particular, in the definitions of those concepts and in the definition of EquityFunding.

63.3 Checking and revising modelsWithout limitation to the Concessionaires' obligations under the Project Documents,ConnectEast must ensure that:

(a) such person as may from time to time be nominated by the State is given such access(including technical assistance and information as to structure and operation or so asto allow the person to establish an operating version of the model on that person'scomputer system) to the Traffic Model, Financial Model and the Annual Revenue



Forecast Model as that person considers necessary in order to enable the person tocheck whether the obligations concerning those models under this Deed have beenobserved (provided that the State will only nominate such a person if it reasonablyconsiders the person to be skilled in the operation or audit (or the operation and audit)of computer models and has informed the person of the confidentiality of the contentsof the models); and

(b) revisions to the Traffic Model, the Financial Model and the Annual Revenue ForecastModel specified by such a person by notice to ConnectEast are promptly effectedunless ConnectEast by notice to the State promptly disputes the reasonableness,accuracy or relevance of any such revision. In that event, ConnectEast may promptlyrefer the dispute for resolution in accordance with Part L (Dispute Resolution)(including expert determination).

64. Records and reporting obligations64.1 Records

(a) Keep proper records

Each Concessionaire must keep proper books of account and all other records(including all accounting records in accordance with Australian AccountingStandards) the Concessionaire has relating to the Project at its offices in Melbourneand make proper arrangements for the storage, back-up and disposal of those booksand records.

(b) Annual audit


(i) have its accounts audited annually; and

(ii) not later than 3 months after the end of the previous Financial Year, give tothe State the Concessionaire's audited, unconsolidated and consolidatedfinancial statements for that previous year.

(c) Make available to State

Each Concessionaire must ensure that its books of account and records referred to inclause 64.1(a) (Keep proper records) are available to the State at all reasonable timesfor examination, audit and copying.

64.2 Periodic reportingDuring the Concession Period, each Concessionaire must submit to the State and, during theterm of appointment of the Independent Reviewer, to the Independent Reviewer a monthlyreport signed by an authorised representative of the relevant Concessionaire which:

(a) complies with the requirements of this Deed;

(b) is in form and substance approved, and provided in such a manner as is requested, bythe State;

(c) includes a management overview addressing the overall progress of the ConstructionActivities and the Operation Activities;

(d) without limiting clauses 64.2(a), 64.2(b) or 64.2(c) (Periodic reporting) in respect ofeach report provided by the Concessionaire:

(i) from the Commencement Date until the last Date of Close-Out includes aSafety Audit Report for the period to which the report relates;

(ii) includes a copy of information provided by the relevant Concessionaire orFinCo to any Financier during the period to which the report relates to,



excluding any information which is directly relevant to any then current orcontemplated dispute between a Concessionaire and the State and which isnot general in nature or would have been provided to any Financier in theabsence of the dispute if the Concessionaire reasonably and in good faithbelieves that the disclosure of that information will prejudice its positionwith regard to that dispute;

(iii) includes details of the Concessionaire's progress in performing theConstruction Activities;

(iv) identifies any issues arising from, or amendments made to, the Design Planor the Construction Plan during the relevant period; and

(v) includes such other information as the State may reasonably require or aConcessionaire may consider appropriate;

(e) without limiting clauses 64.2(a), 64.2(b) or 64.2(c) (Periodic reporting) in respect ofeach report provided by ConnectEast from the first Date of Freeway SectionCompletion:

(i) includes a Safety Audit Report for the period to which the report relates;

(ii) includes details of the Operation Activities carried out, or required to becarried out but not carried out, by ConnectEast;

(iii) includes a summary of the traffic figures in such details (including time ofday, vehicle weight, road segment and vehicle class) as the State reasonablyrequires;

(iv) once every 6 months in the case of maintenance and repairs, details theprocedures and materials used;

(v) once every 6 months, includes a reconciliation of the maintenance and repairwork (and the cost of that work) to that provided in the ForecastMaintenance Program agreed or determined in accordance with clause 31.4(Forecast Maintenance Program) and provide such details as the State mayreasonably require explaining any discrepancy;

(vi) in respect of each report after the first Date of Tolling Completion, a report(copied to the members of the Senior Project Group) detailing the provisionby ConnectEast of Customer Services, the Customer Complaints received byit in the previous month, evidence of Customer or user, as applicable,satisfaction (including details of churn rates, satisfaction of the disputes andcategories of disputes), the way in which Customer Complaints wereaddressed in the previous month, its compliance with clause 34.4 (CustomerServices) and indicators of Customer or user, as applicable, satisfactionlevels including churn rates, in such form as the State may reasonablyrequire (as may be amended by the State from time to time as reasonablyrequired to ensure that the State has accurate and comprehensive informationconcerning the manner and the standards to which Customer Services arebeing provided and the Customer Complaints are being resolved from timeto time); and

(vii) includes such other information as the State may reasonably require orConnectEast may consider appropriate.

For the purposes of clause 64.2(d)(iii) (Periodic reporting), the monthly report underclause 64.2 (Periodic reporting) must provide a detailed explanation in relation to eachof the following matters including (where applicable) by reference to the latest Designand Construction Program provided under clause 17.3 (Updating the Design andConstruction Program):



(A) the activities (in this clause 64.2 (Periodic reporting), whether fordesign or construction) which have been performed in accordancewith the duration allowed in the prior month's Design andConstruction Program;

(B) the activities which have not been performed in accordance withthe duration allowed in the prior month's Design and ConstructionProgram, together with reasons why this has occurred;

(C) the changes to the critical path as a result of updating the Designand Construction Program under clause 17.3(a) (Updating theDesign and Construction Program) and detailed logic and reasonsfor those changes;

(D) the Concessionaire's opinion (acting reasonably) as to whether ornot it is likely to be required to give a notice under clause 20.5(c)(Anticipated delay in completion) in the next month, together withdetailed reasons supporting its opinion; and

(E) the Concessionaire's opinion (acting reasonably) as to whether ornot (as at the date of the report):

(I) the Construction Activities are being progressed at a rateconsistent with achieving Freeway Section Completion ofthe Construction Activities in relation to each Section bythe relevant Planned Date for Freeway SectionCompletion; and

(II) Freeway Section Completion of the ConstructionActivities in relation to each Section will be achieved bythe relevant Planned Date for Freeway SectionCompletion,

together with detailed reasons supporting that opinion.

64.3 Model information(a) Annual printouts

Not later than 3 months after the end of the previous Financial Year, theConcessionaires must give to the State a certificate signed by two directors of theConcessionaires setting out:

(i) an electronic copy of the Traffic Model and a printout of the FinancialModel and the Annual Revenue Forecast Model (and an electronic copy onwhich those models are encoded) updated in accordance with clause 63.2(Models to incorporate data) showing the actual performance of theConcessionaires in the previous Financial Year and cumulatively since theCommencement Date, and the then current performance projections for theremaining years of the Concession Period, assuming no (or no further)extension;

(ii) a statement in such detail as the State may reasonably require reconciling theinformation in the printout and the electronic copy with the audited financialstatements of each Concessionaire for the same period and the Base CaseTraffic Model, the Base Case Financial Model and the Base Case AnnualRevenue Forecast Model; and

(iii) a statement in such detail as the State may reasonably require reconciling theinformation in the printout and the electronic copy with any financialinformation or Financial Model information provided for, or utilised for thepurposes of, the Financing Documents.



(b) Further requests

Without limiting clause 64.3(a) (Annual printouts), each Concessionaire must ensurethat the State is provided with such results from the operation of the Traffic Model, theFinancial Model and the Annual Revenue Forecast Model and in form and substanceapproved by the State, as and when reasonably requested by the State, as soon aspracticable after any such request.

(c) Acknowledgment

A failure by the Concessionaires to provide the information:

(i) required by clause 64.3(a) (Annual printouts) in accordance with the timeperiod stated in that clause; or

(ii) required by the State within 3 months of any request by the State inaccordance with clause 64.3(b) (Further requests),

will entitle the State to issue a notice to the Concessionaires to, and theConcessionaires must, immediately procure a replacement bond in accordance withclause 5.1(b)(iii) (Operation Phase Bond), as if a non-compliance had not beencorrected in accordance with that clause.

64.4 Tolling System informationConnectEast must give the State a summary description of the Tolling System in such detail andform as the State may reasonably require, together with confirmation that the Tolling Systemcomplies with the requirements of this Deed and updated to identify any changes to the TollingSystem since the previous such summary description was provided to the State, at annualintervals starting on the first Date of Tolling Completion.

64.5 Proceedings(a) Concessionaires must give notice of complaints or Proceedings

Each Concessionaire must immediately notify the State if any:

(i) Proceedings are instituted or threatened;

(ii) letter of demand is issued;

(iii) order or direction is made; or

(iv) complaint is received (other than a Customer Complaint referred to in clause34.7 (Dealing with Customer Complaints)),

by anyone against a Concessionaire or its Associates:

(v) arising out of or in respect of or in connection with any aspect of the Project;and

(vi) which will have or is likely to have an effect which is both material anddetrimental to the Concessionaires' or any of their Associates' ability toperform any of its obligations under the Transaction Documents.

(b) Concessionaire actions in response to complaints or Proceedings

Each Concessionaire must, at its own cost and expense:

(i) deal proactively with any Proceedings, letter of demand, order, direction orcomplaints referred to in clause 64.5(a) (Concessionaires must give notice ofcomplaints or Proceedings);

(ii) take all reasonable measures to resolve those matters as soon as possible;and



(iii) keep a register of all Proceedings, letters of demand, orders, directions andcomplaints referred to in 64.5(a) (Concessionaires must give notice ofcomplaints or Proceedings), which may be inspected by the State wheneverit reasonably requires.

64.6 Other informationEach Concessionaire, at its own cost and expense, must give to the State the followinginformation:

(a) ASIC and ASX information

copies of all documents or information given to or received by it from the AustralianSecurities and Investment Commission or the Australian Stock Exchange Limitedpromptly, and in any event within 2 Business Days, after the document or informationis first given or received;

(b) Early Termination Amount

if the State is, or is likely to become, liable to pay the Early Termination Amount,reasonable details of each component of that amount and the way the component wascalculated promptly after being requested to do so by the State;

(c) Consortium Details

details of any change to the Consortium Details within 20 Business Days after thechange;

(d) Equity Investors

for such time as Equity Funding is or may be required to be provided by an EquityInvestor in accordance with the Equity Documents but has not yet been provided, anyRating of any underwriter of that Equity Funding is downgraded, within 5 BusinessDays of that downgrade; and

(e) Additional information

such other information (including access to documents and copies of documents)relating to the Project as the State may reasonably require from time to time.

PART K. DEFAULT AND TERMINATION

65. Default65.1 Events of Default

Each of the following events is an Event of Default:

(a) Failure to commence or to expeditiously and diligently progress ConstructionActivities

A Concessionaire fails to commence, or to expeditiously and diligently progress, theConstruction Activities as required by clauses 20.1 (Commencement) or 20.2(a)(Obligation to complete).

(b) Abandonment

A Concessionaire displays an intention to permanently abandon or permanentlyabandons the Project.



(c) Closure of lanes of Freeway

After Freeway Section Completion of the Construction Activities in relation to aSection, ConnectEast closes or permits the closure of one or more traffic lanes (inwhole or in part) of that Freeway Section, other than for the reasons set out in clause26.2 (Closure in certain circumstances) and in accordance with clause 26.3 (Notice ofclosure).

(d) Failure to provide updated models

A Concessionaire fails to provide the updated model information to the State inaccordance with clause 64.3 (Model information).

(e) Failure to comply with Approvals or Laws

A Concessionaire fails to comply with clause 61.2 (Approvals to be obtained byConcessionaire) in respect of any material Approval (which includes Approvalsgranted by SEITA as contemplated by this Deed) or any material Law.

(f) Failure to operate, maintain, repair or insure

A Concessionaire fails in a material respect to operate, maintain, repair or insure theFacilities in accordance with this Deed.

(g) Material default under Project Documents

A Concessionaire defaults in a material respect in the due observance and performanceof any of its other obligations under this Deed or any other Project Document.

(h) Wilful default

A Concessionaire commits a Wilful Default.

(i) Breach of representation or warranty

A representation or warranty given by a Concessionaire under this Deed is found to bematerially incorrect or misleading (unless the Concessionaire disclosed themisrepresentation or breach of warranty as soon as practicable after eitherConcessionaire first became aware of the misrepresentation or breach of warranty inaccordance with clause 52.4(b) (Information relating to Disclosure) and, if the Stategave a notice under clause 52.4(c) (Notice to rectify), the Concessionaires remediedthe effects of the Disclosure Circumstance in a manner acceptable to the State inaccordance with that notice).

(j) Insolvency Event of Concessionaire

An Insolvency Event occurs in relation to a Concessionaire, whether or not aConcessionaire is then in breach of this Deed.

(k) Insolvency Event of a Contractor or Guarantor

An Insolvency Event occurs in relation to a Contractor or a Guarantor (InsolventGuarantor), whether or not a Concessionaire is then in breach of this Deed, and:

(i) in the case of a Contractor, that Contractor, and the Construction Contract,the Operation and Maintenance Agreement or the Customer Service Contract(as the case may be) is not replaced within 40 Business Days (as that periodis extended by the period during which the Concessionaire is DiligentlyPursuing remedy of the Insolvency Event (or overcoming its effects),provided that the aggregate period is no longer than 80 Business Days andthe Concessionaire is at all times able to perform its obligations under thisDeed):

(A) in accordance with the requirements set out in clauses 59.3(b)(Sub-contracting terms and conditions) and 59.3(c)(Qualifications); or



(B) by a party and a Construction Contract, an Operation andMaintenance Agreement or a Customer Service Contract (as thecase may be) which are otherwise acceptable to the State; or

(ii) in the case of a Guarantor, the Insolvent Guarantor and the Deed ofGuarantee is not replaced or novated (as applicable) within 40 BusinessDays (as that period is extended by the period during which theConcessionaire is Diligently Pursuing remedy of the Insolvency Event (orovercoming its effects), provided that the aggregate period is no longer than80 Business Days and the Concessionaire is at all times able to perform itsobligations under this Deed):

(A) by a replacement Guarantor who would satisfy all of therequirements of clause 59.3(c)(i) (Qualifications) if that personwere the applicable Contractor which it guarantees; and

(B) if the Deed of Guarantee is to be replaced, by a Credit SupportDocument on terms reasonably acceptable to the State.

(l) Change in Control

There is a failure to comply with clause 58 (Change in Control).

(m) Funding cancelled

The obligation of a Financier or an Equity Investor to provide funding under theFinancing Documents or the Equity Documents, respectively, or any other fundingwhich a Concessionaire has arranged is cancelled if:

(i) that cancellation, of financing or Equity Funding results in theConcessionaires having less committed funding available at that time:

(A) than was previously committed; or

(B) if lower, than is required at that time by the Debt Profile; and

(ii) the Financier or Equity Investor is not replaced in a timely manner on termsreasonably acceptable to the State,

provided that no lack of funds due to any suspension of, or failure to provide,financing or Equity Funding will excuse a Concessionaire from performing anyobligation under (or observing and complying with any provision of) the ProjectDocuments, or reduce the liability of a Concessionaire or limit the rights of the Statearising out of or in connection with any breach of or Event of Default under theProject Documents.

(n) Credit Change

For such time as Equity Funding is or may be required to be provided by an EquityInvestor in accordance with the Equity Documents but has not yet been provided,there is a Credit Change:

(i) subject to paragraph (ii), with respect to the Equity Investor; or

(ii) if the Equity Investor is underwritten, guaranteed or secured by a letter ofcredit or bond, with respect to the Equity Investor's underwriter, guarantor orbond issuer,

and that Equity Investor or its underwriter, guarantor or bond issuer, as the case maybe, is not replaced or its obligations secured (or the relevant Equity Funding isprovided) within 40 Business Days on terms acceptable to the State, acting reasonably.



(o) Failure to procure Bonds

ConnectEast fails to procure the provision to the State of:

(i) the Operation Phase Bond under clause 5.1 (Provision of Bonds); or

(ii) a replacement bond under clauses 5.1(b)(iii) (Operation Phase Bond), 5.5(Replacement of Bonds) or 5.11 (Top up of Operation Phase Bond).

(p) Failure to pay

A Concessionaire fails to pay any amount that is due and payable by it under this Deedwhen it is due and that failure is not remedied within 10 Business Days.

(q) Median

A Concessionaire fails to comply with clause 12.4(a) (State may require surrender)with respect to the Median.

(r) Cross default by ConnectEast

It will be an Event of Default in relation to ConnectEast if an Event of Default underany of paragraphs (a) to (q) above occurs in respect of the Trustee, or if ConnectEastdoes or omits to do anything which, if it were done or omitted to be done by theTrustee, would be an Event of Default on the part of the Trustee.

(s) Cross default by the Trustee

It will be an Event of Default in relation to the Trustee if an Event of Default underparagraphs (a) to (q) above occurs in respect of ConnectEast, or if the Trustee does oromits to do anything which, if it were done or omitted to be done by ConnectEast,would be an Event of Default on the part of ConnectEast.

65.2 Notice of default(a) Concessionaires to remedy and notify of default

Upon the occurrence of an Event of Default:

(i) regardless of whether or not a Notice to Remedy Default has been issued bythe State, the Concessionaires must immediately commence and DiligentlyPursue any action required to remedy the Event of Default; and

(ii) if a Notice to Remedy Default has not been issued by the State, theConcessionaires must immediately notify the State of the Event of Default.

(b) State Notice to Remedy Default

On or after the occurrence of an Event of Default, the State may, by notice to theConcessionaires (which, if required by the Finance Tripartite Agreement, will becopied to the Security Trustee), require the Concessionaires to remedy the Event ofDefault (or overcome its effects) within such period specified in the notice as is in thereasonable opinion of the State required to remedy the Event of Default (or toovercome its effects) (Notice to Remedy Default).

(c) Failure to pay or provide, replace or top up a bond

If the State gives the Concessionaires a Notice to Remedy Default and the relevantEvent of Default is a failure to pay money or to provide, replace or top-up any Bond:

(i) the Concessionaires must comply with the Notice to Remedy Default;

(ii) no program is required to be prepared or implemented in accordance withclause 65.2(d) (Concessionaires to comply with remedy program);

(iii) the Concessionaires may not issue a notice under clause 65.2(e)(i) (Reviewof time to remedy default); and



(iv) clause 65.2(f) (Time to remedy extended if Diligent Pursuit) will not applyto that Event of Default.

(d) Concessionaires to comply with remedy program

If the State gives the Concessionaires a Notice to Remedy Default and the relevantEvent of Default is other than an Event of Default referred to in clause 65.2(c) (Failureto pay or provide, replace or top up a bond):

(i) the Concessionaires must comply with the Notice to Remedy Default;

(ii) the Concessionaires must provide the State with a program setting out, insuch detail as the State may reasonably require, how the Concessionaireswill remedy the Event of Default (or overcome its effects);

(iii) the parties must consult in good faith to agree to that program; and

(iv) following agreement or determination of that program, the Concessionairesmust implement that program.

(e) Review of time to remedy default

(i) If the relevant Event of Default is other than an Event of Default referred toin clause 65.2(c) (Failure to pay or provide, replace or top up a bond) and, atany time, the Concessionaires consider, in good faith, that the time specifiedin a Notice to Remedy Default is not reasonable, the Concessionaires mustimmediately notify the State of:

(A) that belief;

(B) the reasons for that belief (in such detail as the State mayreasonably require); and

(C) the time which the Concessionaires believe is reasonably requiredto remedy the Event of Default (or overcome its effects).

(ii) The Concessionaires may give a notice under sub-paragraph (i) even if theConcessionaires have previously given one or more notices under thisclause 65.2(e) (Review of time to remedy default).

(f) Time to remedy extended if Diligent Pursuit

If the Concessionaires are entitled to and give a notice to the State under clause65.2(e) (Review of time to remedy default) and:

(i) the Concessionaires are and have been Diligently Pursuing remedy of theEvent of Default (or overcoming its effects); and

(ii) all traffic lanes of any Freeway Section which has achieved Freeway SectionCompletion are open to the general public to the extent that it is safe to do so(except to the extent that closure of a traffic lane (in whole or in part) ispermitted under clause 26.2 (Closure in certain circumstances)),

the time specified in the Notice to Remedy Default must be extended by the timewhich the State determines is reasonably required to enable the Concessionaires toremedy the Event of Default (or to overcome its effects) (not being more time than hasbeen requested by the Concessionaires).

(g) Determination of dispute in relation to remedy period and program

If the Concessionaires consider in good faith that the time specified in the notice givenby the State under clause 65.2(f) (Time to remedy extended if Diligent Pursuit) is notreasonable or there is a failure to agree to a program to remedy the Event of Default(or to overcome its effects) as required by clause 65.2(d)(ii) (Concessionaires tocomply with remedy program), and:



(i) the Concessionaires are and have been Diligently Pursuing remedy of theEvent of Default (or overcoming its effects); and

(ii) all traffic lanes of any Freeway Section which has achieved Freeway SectionCompletion are open to the general public to the extent that it is safe to do so(except to the extent that closure of a traffic lane (in whole or in part) ispermitted under clause 26.2 (Closure in certain circumstances)),

the Concessionaires:

(iii) may refer the matter for resolution in accordance with Part L (DisputeResolution) (including expert determination); and

(iv) whilst the matter is being determined, must continue to Diligently Pursueremedy of the Event of Default (or overcoming its effects).

(h) Remedy of default by the Trustee

Without limiting any rights that the State may have against the Trustee under anyProject Document (including the State's right to terminate or give a notice relating totermination of this Deed due to any failure to act by the Trustee notwithstanding that ithas no obligation to so act), nothing in this clause 65.2 (Notice of default) will obligethe Trustee to take any action to remedy an Event of Default that arises under clause65.1(s) (Cross default by the Trustee) by reason of an Event of Default occurring dueto any failure by ConnectEast to perform any Operation Activities, or by reason of anEvent of Default arising under clause 65.1(o) (Failure to procure Bonds).

66. Termination by State66.1 Intention to terminate for failure to remedy or Diligently Pursue

If:

(a) an Event of Default is not remedied (or its effects overcome), within the time specifiedin a Notice to Remedy Default (as extended, if at all, in accordance with clauses65.2(f) (Time to remedy extended if Diligent Pursuit) or 65.2(g) (Determination ofdispute in relation to remedy period and program));

(b) at any time a Concessionaire is not Diligently Pursuing or has not Diligently Pursuedthe remedy of the Event of Default (or the overcoming of its effects), includingimplementing any remedy program agreed under clause 65.2(d) (Concessionaires tocomply with remedy program) or agreed or determined in accordance with Part L(Dispute Resolution), respectively; or

(c) all traffic lanes of any Freeway Section which has achieved Freeway SectionCompletion are not open to the general public to the extent that it is safe to do so(except to the extent that closure of a traffic lane (in whole or in part) is permittedunder clause 26.2 (Closure in certain circumstances) and ConnectEast has compliedwith clause 26.3 (Notice of closure)),

the State may give the Concessionaires 20 Business Days notice (which if required by theFinance Tripartite Agreement, will be copied to the Security Trustee) of its intention toterminate this Deed.

66.2 Notice to terminate for failure to remedyIf after the end of the 20 Business Day period following the giving of the notice under clause66.1 (Intention to terminate for failure to remedy or Diligently Pursue):

(a) in respect of a notice given by the State under clause 66.1(a) (Intention to terminatefor failure to remedy or Diligently Pursue), the Event of Default has not beenremedied (or its effects overcome);



(b) in respect of a notice given by the State under clause 66.1(b) (Intention to terminatefor failure to remedy or Diligently Pursue):

(i) the relevant Concessionaire has failed to recommence Diligently Pursuingthe remedy of the Event of Default (or the overcoming of its effects),including implementing any remedy program agreed under clause 65.2(d)(Concessionaires to comply with remedy program) or agreed or determinedin accordance with Part L (Dispute Resolution), respectively; or

(ii) the relevant Concessionaire recommenced Diligently Pursuing the remedy ofthe Event of Default (or overcoming its effects) within that 20 Business Dayperiod but subsequently again fails to Diligently Pursue the remedy of theEvent of Default (or the overcoming of its effects), including implementingany remedy program agreed under clause 65.2(d) (Concessionaires tocomply with remedy program) or agreed or determined in accordance withPart L (Dispute Resolution), respectively; or

(c) all traffic lanes of any Freeway Section which has achieved Freeway SectionCompletion are not open to the general public to the extent that it is safe to do so(except to the extent that closure of a traffic lane (in whole or in part) is permittedunder clause 26.2 (Closure in certain circumstances)),

the State may terminate this Deed by notice to the Concessionaire.

66.3 Termination relating to failure to achieve Freeway Section Completion(a) Failure to achieve Freeway Section Completion

The State may terminate this Deed at any time after a Concessionaire fails to observeany obligation imposed on it under clause 20.6(h)(i) (Compliance with program) bygiving the Concessionaires 20 Business Days notice (which, if required by the FinanceTripartite Agreement, will be copied to the Security Trustee).

(b) Failure to Diligently Pursue

(i) If a Concessionaire fails in whole or part to observe any of its obligationsunder clause 20.6(a) (Immediate action required) or 20.6(h)(ii) (Compliancewith program), then the State may give the relevant Concessionaire notice toremedy that failure by observing those obligations (which, if required by theFinance Tripartite Agreement, will be copied to the Security Trustee).

(ii) If a Concessionaire does not remedy the failure set out in a notice givenunder clause 66.3(b)(i) (Failure to Diligently Pursue) within 20 BusinessDays of the date of giving that notice or, after that 20 Business Day period,fails in whole or part to observe any of its obligations under clause 20.6(a)(Immediate action required) or 20.6(h)(ii) (Compliance with program), thenthe State may terminate this Deed at any time by giving not less than 20Business Days notice to the relevant Concessionaire (which, if required bythe Finance Tripartite Agreement, will be copied to the Security Trustee).

66.4 State not liable to compensate ConcessionaireUpon termination of this Deed under clauses 66.2 (Notice to terminate for failure to remedy) or66.3 (Termination relating to failure to achieve Freeway Section Completion), the State will notbe liable to pay any compensation or other amounts to a Concessionaire in any way arising outof or in respect of or in connection with that termination.



66.5 Restrictions on State's right to terminate(a) State's breach of a Project Document

If:

(i) the State would, but for this clause 66.5 (Restrictions on State's right toterminate), be entitled to terminate this Deed because of an Event of Default;and

(ii) the Event of Default arose as a direct and sole result of a breach by the Stateof a Project Document,

then, in the context of the relevant Event of Default, the State will not be permitted toexercise that entitlement to terminate this Deed.

(b) Possible Key Risk Event

If:

(i) an event set out in clause 45.1 (Concessionaires to notify of Possible KeyRisk Event) occurs and constitutes, or results in, a circumstance or eventwhich entitles the State to terminate this Deed under this clause 66(Termination by State);

(ii) that event has had or has begun to have a Relevant Effect; and

(iii) the Concessionaires have given notice of the event in accordance with clause45 (Key Risk Management Regime),

then, notwithstanding this clause 66 (Termination by State),

(iv) if the redress afforded under clause 45 (Key Risk Management Regime) inrespect of the relevant event set out in clause 45.1 (Concessionaires to notifyof Possible Key Risk Event) has remedied the relevant circumstance or event(or overcome its effects); or

(v) while:

(A) the redress afforded under clause 45 (Key Risk ManagementRegime) remains not agreed or not determined;

(B) the redress likely to be agreed or determined is likely to promptlyremedy the relevant circumstance or event (or overcome itseffects); and

(C) the relevant Concessionaire is Diligently Pursuing finalisation ofan agreement or determination as to that redress,

the State may not exercise that entitlement to terminate this Deed because of thecircumstance or event.

66.6 Limitation of State's rightsSubject to clause 48.4 (Indemnity) (to the extent that it refers to a matter or risk referred to inclause 48.1(rrr) (No Liability)) and clause 70.6 (Payment of State's costs), the State must notmake any Claim against a Concessionaire for any Liability to the extent arising out of anyfailure in whole or part by the relevant Concessionaire to comply with clauses 20.2(b)(Obligation to complete), 20.5(c) (Anticipated delay in completion), 20.6(a) (Immediate actionrequired), 20.6(h)(i) or 20.6(h)(ii) (Compliance with program) unless this Deed has beenterminated under clause 66.2 (Notice to terminate for failure to remedy) or 66.3 (Terminationrelating to failure to achieve Freeway Section Completion). This clause does not prevent theState from making such a Claim after termination of this Deed under clause 66.2 (Notice toterminate for failure to remedy) or 66.3 (Termination relating to failure to achieve FreewaySection Completion) even if the Liability to which that Claim relates arose before termination ofthis Deed.



66.7 Diligent PursuitFor the purposes of clause 65 (Default) and this clause 66 (Termination by State), in assessingwhat can be achieved by Diligent Pursuit and in assessing whether there has been a failure toDiligently Pursue the remedy of an Event of Default, regard is required to be had to the timenecessary to enforce the Construction Contract, the Operation and Maintenance Agreement orthe Customer Service Contract (as the case may be) or to engage a substitute ConstructionContractor, Operator or Customer Service Contractor (as the case may be) if to do so would beconsistent with the required steps and actions being Diligently Pursued, recognising that eachConcessionaire is not a construction contractor or operator.

67. Termination by Concessionaires67.1 Concessionaires termination events

Subject to clause 67.2 (Suspension of termination notice), the Concessionaires may terminatethis Deed by giving the State 30 Business Days notice if:

(a) a court makes a Final Court Ruling:

(i) relating solely to Laws which it is in the legislative power of the State tochange; and

(ii) which has not been made as a result (in whole or in part) of a breach by aConcessionaire or its Associates of the Project Documents or some otherwrongful act or omission by a Concessionaire or its Associates; or

(b) there is a Discriminatory Change in State Law or an Act of Prevention,

which prohibits or prevents the Concessionaires from undertaking all, or substantially all, of theProject (which expression for the purposes of this clause 67.1 (Concessionaires terminationevents) will include the prohibition or prevention of ConnectEast from imposing and collectingtolls for the use of the Freeway) in the manner contemplated by this Deed in all materialrespects.

67.2 Suspension of termination notice(a) State may suspend

If the Concessionaires give a termination notice under clause 67.1 (Concessionairestermination events), the State may suspend the Concessionaires' right to terminate, bygiving the Concessionaires a suspension notice within 30 Business Days of receipt ofthat termination notice from the Concessionaires.

(b) Expiry of suspension period

The State's suspension of the Concessionaires' right to terminate under clause 67.2(a)(State may suspend) ends on the earliest of the date:

(i) the State notifies the Concessionaires that the State is ending the suspensionperiod;

(ii) 24 months after the date of the Concessionaires' notice given under clause67.1 (Concessionaires termination events); and

(iii) when the relevant circumstances referred to in clause 67.1 (Concessionairestermination events) are remedied by the State, no longer exist or cease toprohibit the Concessionaires from undertaking all, or substantially all, of theProject.



(c) When Deed terminates

If the State's suspension of the Concessionaires' right to terminate expires:

(i) under clauses 67.2(b)(i) or 67.2(b)(ii) (Expiry of suspension period), theConcessionaires may immediately terminate this Deed on that date by noticeto the State; or

(ii) under clause 67.2(b)(iii) (Expiry of suspension period), the Concessionairesmay not terminate this Deed and this Deed continues in force.

(d) Continue to perform

Each Concessionaire must continue to perform its obligations under this Deed whileits right to terminate is suspended and, on termination, must comply with itsobligations under clause 71 (Handover at end of Concession Period) to the extent thatit is lawful and possible to do so.

67.3 State to pay Concessionaires' costs(a) Obligation to pay

If the State suspends the Concessionaires' rights to terminate, the State must pay theConcessionaires, in respect of the period of suspension, an amount (including Losses)sufficient to place the relevant Concessionaire in the net after Tax cash position itwould have been in had the relevant circumstance referred to in clause 67.1(Concessionaires termination events) not occurred.

(b) Determination of Amount

For the purposes of determining the amount referred to in clause 67.3(a) (Obligation topay), 'Losses' does not include indirect, consequential or pure economic loss except tothe extent that payment of those amounts is required so that the Concessionaires areable to:

(i) pay or repay the Actual Debt on the due dates for payment (without regard toany acceleration of the obligation to pay or repay); and

(ii) give to the Equity Investors (treated as if they are Notional Initial EquityInvestors) the applicable Equity Returns (determined immediately before theConcessionaires gave the notice under clause 67.1 (Concessionairestermination events)) but accounting for any reduction in those EquityReturns caused by the circumstance that permitted the Concessionaire togive that notice.

(c) Timing of Payments

The State must pay the amount referred to in clause 67.3(a) (Obligation to pay)monthly in arrears.

67.4 State need not provide redress in relation to Possible Key Risk EventIf the Concessionaires exercise their right to terminate this Deed under this clause 67(Termination by Concessionaires), to the extent that any redress under clause 45 (Key RiskManagement Regime) has been taken into account in calculating the Early TerminationAmount, such redress need not be provided, even if it has been agreed or determined that suchredress should be provided.

67.5 Acknowledgment by StateThe State acknowledges that if the Concessionaires incur a Loss due to a Wilful Default of theState or its Associates, nothing in this Deed is intended to derogate from the Concessionaires'common law rights to seek damages.



68. Payments on termination68.1 State's right to damages

Any termination of this Deed by the State under clause 66 (Termination by State) will entitle theState to recover all Loss from the Concessionaires that the State may suffer or incur arising outof or in respect of or in connection with, the termination of this Deed.

68.2 Early Termination AmountIf this Deed is terminated under clauses 37.12(b) (Additional State remedies) or 67(Termination by Concessionaires), the State must, within 30 Business Days of the TerminationDate, pay to the Concessionaires the Early Termination Amount. Other than the EarlyTermination Amount, the State will not be liable to pay any compensation or other amounts to aConcessionaire in any way arising out of or in respect of or in connection with such termination.

69. Exclusive TerminationDespite any rule of law or equity to the contrary, neither the Concessionaires nor the State mayterminate this Deed or any rights under this Deed otherwise than in accordance with clauses37.12(b) (Additional State remedies), 66 (Termination by State) or 67 (Termination byConcessionaires).

70. Step-In70.1 Step-In Right

If either:

(a) a Concessionaire breaches an obligation under a Project Document and the State:

(i) reasonably forms the opinion that unless the State exercises some or all of itsrights under this clause 70 (Step-In) regardless of whether the relevantConcessionaire has had a reasonable time to remedy the breach, there is or islikely to be a material risk:

(A) to the Environment;

(B) to the health or safety of users of the Facilities or other members ofthe general public; or

(C) of material damage to the Works, the Temporary Works, theFreeway or the Maintained Off-Freeway Facilities; or

(ii) has given the Concessionaires a notice to remedy that breach and therelevant Concessionaire has not within a reasonable time after the date ofthat notice either remedied that breach (or overcome its effects), orcommenced and continued to Diligently Pursue remedy of the breach (or theovercoming of its effects) (as applicable); or

(b) a State Cure Notice has been issued by the Construction Contractor or the Operator (asapplicable) in accordance with the Construction Tripartite Agreement or the OperatingTripartite Agreement (as applicable) or a notice has been issued by any CustomerService Contractor or Relevant Entity (including any Customer Service Contractor)(as the case may be) under any Relevant Tripartite Agreement advising that theCustomer Service Contractor or Relevant Entity is entitled, in accordance with theterms of the relevant Material Contract to which the Relevant Tripartite Agreementrelates, to terminate the Material Contract due to a failure by a Concessionaire tocomply with its obligations under that Material Contract,



then the State may:

(c) temporarily take or assume total or partial management and control of theConstruction Activities or possession, management and control of the Facilities;

(d) take such other steps or action that, in the reasonable opinion of the State, arenecessary or desirable to:

(i) progress or complete the Construction Activities;

(ii) operate, maintain or repair the Freeway or maintain or repair the MaintainedOff-Freeway Facilities;

(iii) levy, charge or collect tolls or User Charges;

(iv) minimise the risk:

(A) to the Environment, to users of the Freeway or the Maintained Off-Freeway Facilities, or to other members of the general public; or

(B) of material damage to the Freeway or the Maintained Off-FreewayFacilities, or to the routine operation or maintenance of theFacilities; or

(v) remedy the failure by the Concessionaire or the Concessionaires (asapplicable); and

(e) do anything which a Concessionaire is entitled to do under a Transaction Document orwith respect to the Project,

(each a Step-In Right).

70.2 Concessionaire to assist StateIf the State elects to exercise a Step-In Right, the Concessionaires must assist the State whereverand however possible to ensure that the State is able to exercise that Step-In Right effectivelyand expeditiously, including giving the State or its nominees all rights of access to the LicensedArea and the Leased Area that the State may reasonably require.

70.3 Undertake Project consistent with this DeedWhen exercising its Step-In Rights, the State must use its reasonable endeavours to undertakethe Project in a manner which is consistent with this Deed, taking into account thecircumstances that prompted the State to exercise its Step-In Rights.

70.4 Notice of exercise of Step-In RightsIf the State is exercising its Step-In Rights in respect of a circumstance referred to in clause70.1(a)(i) (Step-In Right), the State may exercise its Step-In Rights without prior notice to theConcessionaires. However, the State must, if reasonably practical to do so, give prior notice tothe Concessionaires and, in any event, must, as soon as practical, provide notice to theConcessionaires that it is exercising its Step-In Rights (such notices, if required by the FinanceTripartite Agreement, to be copied to the Security Trustee).

70.5 Concessionaires' rights suspendedUpon the State exercising its Step-In Rights, each Concessionaire’s rights under this Deed aresuspended to the extent necessary to permit the State to exercise those Step-In Rights. EachConcessionaire must continue to undertake the Project in accordance with its obligations underthis Deed to the extent that the matters which are the subject of those obligations are not beingaddressed by the State in exercising its Step-In Rights. Any uncertainty as to the interfacebetween the obligations which are the responsibility of the Concessionaires and those which arethe responsibility of the State will be resolved by the State acting reasonably and in good faith.



70.6 Payment of State's costsDuring any period in which the State is exercising a Step-In Right, all revenue generated by theProject must be applied:

(a) first, to meet the operational costs of the Project;

(b) secondly, to fund all costs and Losses incurred by the State in exercising its Step-InRights; and

(c) thirdly, as directed by the Concessionaires.

70.7 State appointed attorneyEach Concessionaire:

(a) irrevocably appoints the State, and such persons as are from time to time nominatedby the State, jointly and severally as its attorney with full power and authority toexercise the rights of the Concessionaires for the purpose of satisfying the State'sStep-In Rights; and

(b) agrees to ratify and confirm whatever action such an attorney takes (otherwise than inbad faith) in accordance with this clause 70 (Step-In).

70.8 Cessation of Step-In RightsIf the State has exercised its Step-In Rights, the State may cease to exercise those Step-In Rightsat any time and, in any event, will cease to exercise those Step-In Rights as soon as practicalafter the reason for exercising the Step-In Rights has ceased or been cured.

70.9 Notice of cessation of Step-In RightsThe State may elect to cease to exercise its Step-In Rights without prior notice to theConcessionaires. However, the State must, if reasonably practical to do so, give prior notice tothe Concessionaires and, in any event, must, as soon as practical, provide notice to theConcessionaires that the State has ceased to exercise its Step-In Rights.

70.10 Concessionaires to recommence performance of obligationsUpon the State ceasing to exercise any Step-In Rights under clause 70.8 (Cessation of Step-InRights):

(a) each Concessionaire must immediately recommence performance of the relevantConcessionaire’s obligations which were suspended under clause 70.5(Concessionaires' rights suspended); and

(b) the State must, at the cost and expense of the Concessionaires, give reasonableassistance to the relevant Concessionaire to ensure that the process of the State ceasingto exercise Step-In Rights and the relevant Concessionaire recommencing to performits obligations is effected as smoothly as possible.

70.11 State not required to remedy breachEach Concessionaire acknowledges and agrees that the State is not obliged to remedy or cureany breach, or to overcome or mitigate any risk or risk consequences, in respect of which theState exercises Step-In Rights.



71. Handover at end of Concession Period71.1 Approaching end of Concession Period

(a) Joint inspection

If required by the State, the Concessionaires must carry out joint inspections with theState of the Freeway (and in the case of ConnectEast, the Maintained Off-FreewayFacilities) at least 3 years prior to the expected expiry of the Concession Period andevery 6 months after that initial inspection until the end of the Concession Period.

(b) Program and costs to achieve Proper Handover

Following an inspection under clause 71.1(a) (Joint inspection), the parties must usetheir respective reasonable endeavours to agree on:

(i) the maintenance and repair work required to be carried out by ConnectEastto achieve Proper Handover (taking account of planned maintenancescheduled in accordance with Operation and Maintenance Best Practices);

(ii) a program for carrying out those works by ConnectEast including keymilestones (Milestones); and

(iii) an estimate of the total costs of carrying out those works and the costs toachieve each Milestone (including an appropriate margin for risks andcontingencies being not less than 10% of the estimate of those total costswithout that margin or contingency added) determined in accordance withOperation and Maintenance Best Practices.

(c) Dispute resolution process

If the parties do not agree on all the matters referred to in clause 71.1(b) (Program andcosts to achieve Proper Handover) within 20 Business Days after the date ofinspection:

(i) either the State or the Concessionaires may refer those aspects of the mattersin dispute directly for expert determination under clause 73 (Expertdetermination); and

(ii) if one of the matters in dispute relates to the estimate of total costs (includingan appropriate margin for risk and contingencies) for performing the workreferred to in clause 71.1(b)(iii) (Program and costs to achieve ProperHandover), the State must provide the Concessionaire with notice of theState's reasonable estimate of those costs (including an appropriate marginfor risks and contingencies).

(d) ConnectEast's obligations

Without limiting ConnectEast's operation, maintenance, repair or handover obligationsunder this Deed, ConnectEast must:

(i) carry out the works and implement the program agreed under clause 71.1(b)(Program and costs to achieve Proper Handover) or determined inaccordance with Part L (Dispute Resolution), respectively (or, if there ismore than one such program, the latest program); and

(ii) either:

(A) deposit into the Handover Escrow Account all revenue it receives(after deducting operating and maintenance expenses of theProject, payments under clause 39 (Additional Lease Rental) orclause 40 (Compensable Enhancements), scheduled capitalexpenditure and taxes) with respect to the last 3 years of theConcession Period until such time as the balance of the Handover



Escrow Account equals or exceeds the estimated total cost of theworks:

(I) as agreed under clause 71.1(b)(iii) (Program and costs toachieve Proper Handover); or

(II) subject to clause 71.1(f) (State to reimburseConnectEast), as notified by the State under clause71.1(c)(ii) (Dispute resolution process) even if theestimate of the total costs has been referred to expertdetermination under clause 71.1(c) (Dispute resolutionprocess),

(Estimated Handover Costs Amount) (provided that if there ismore than one Estimated Handover Costs Amount, the latestEstimated Handover Costs Amount will be the EstimatedHandover Costs Amount); or

(B) provide to the State a bond with a face value equal to the EstimatedHandover Costs Amount and which complies with therequirements of clause 5 (Bonds) (Handover Bond).

(e) Only State may access Handover Escrow Account

Each Concessionaire acknowledges that it has no right or interest in the HandoverEscrow Account and that only the State may access the Handover Escrow Account.

(f) State to reimburse ConnectEast

If:

(i) the amount of the estimate of total costs is referred to expert determinationunder clause 71.1(c) (Dispute resolution process) or reduced under clause71.1(g) (Financial implications of achieving Milestones) (ReducedHandover Costs) or an Estimated Handover Costs Amount is superseded bya revised Estimated Handover Costs Amount; and

(ii) ConnectEast has deposited money into the Handover Escrow Account,either:

(A) ConnectEast must continue to deposit money into the HandoverEscrow Account until it reaches the amount determined by theexpert (Determined Handover Costs), the Reduced HandoverCosts or the revised Estimated Handover Costs Amount (asapplicable); or

(B) the State must pay to ConnectEast from amounts deposited in theHandover Escrow Account, the excess (if any) of the amountdeposited into the Handover Escrow Account over the DeterminedHandover Costs, the Reduced Handover Costs or the revisedEstimated Handover Costs Amount (as applicable); or

(iii) a Concessionaire has given the State a Handover Bond, clause 5.13(Reduction in amount of Handover Bond) applies to the extent to which (if atall) the face value of the Handover Bond exceeds the Determined HandoverCosts, the Reduced Handover Costs or the revised Estimated HandoverCosts Amount (as applicable).

(g) Financial implications of achieving Milestones

(i) ConnectEast, acting in good faith, may from time to time, but not morefrequently than monthly, notify the State if it has achieved a Milestone, andsubmit a statement as to the cost paid to third parties in implementing themaintenance and repairs necessary to achieve that Milestone.



(ii) ConnectEast must provide the State with such additional informationconcerning the Milestone as the State reasonably requires.

(iii) ConnectEast must allow the State or its nominee to inspect any work carriedout in connection with achieving the Milestone.

(iv) If the State is satisfied that:

(A) the Milestone has been achieved;

(B) all maintenance and repair work connected with achieving thatMilestone has been carried out in accordance with Operation andMaintenance Best Practices and is fit for purpose; and

(C) the amounts paid to third parties were properly incurred and paid,

then the State must give a notice to ConnectEast that the EstimatedHandover Costs Amount is reduced by an amount equal to the lesser of:

(D) 90% of the amounts paid to the third parties as notified byConnectEast; and

(E) the difference between the amount of the Estimated HandoverCosts Amount (before application of this clause 71.1 (Approachingend of Concession Period)) and the remaining total estimated costsof carrying out the work referred to in clause 71.1(b)(iii) (Programand costs to achieve Proper Handover) which remain to becompleted plus 10% of the amounts paid to the third parties asnotified by ConnectEast.

(h) Dispute

ConnectEast may refer any dispute relating to the State's decision under clause71.1(g)(iv) (Financial implications of achieving Milestones) for resolution inaccordance with Part L (Dispute Resolution) (including expert determination).

(i) Succession of ConnectEast's personnel

During the final 3 months of the Concession Period, ConnectEast must train personnelnominated by the State in all aspects of the operation, maintenance and repair of theFreeway and maintenance and repair of the Maintained Off-Freeway Facilities to alevel of competency that will allow those personnel to manage, operate, maintain andrepair the Freeway and to maintain and repair the Maintained Off-Freeway Facilitiesto the standards required of ConnectEast under this Deed from the expiry of theConcession Period.

71.2 Handover of FreewayAt the end of the Concession Period:

(a) the Trustee must handover the Freeway (other than the Freeway Plant and Equipment)and ConnectEast must handover the Freeway Plant and Equipment to the State or itsnominee, including all rights, title and interest in the Freeway (or the Freeway Plantand Equipment, as applicable), free from any encumbrances and in a state andcondition which complies with this Deed at the relevant time including:

(i) that there are:

(A) no repair works required to any part of the Freeway (or, in the caseof ConnectEast, the Maintained Off-Freeway Facilities); and

(B) no Defects in the Freeway or the Maintained Off-FreewayFacilities;

(ii) that the Freeway is in the state and condition, fair wear and tear excepted(other than to the extent this would result in the design life requirements of



the Project Scope and Project Requirements not being satisfied), whichcomplies with this Deed;

(iii) that the Licensed Area and the Leased Area are in the state and conditionwhich is no worse than the state and condition they were in at theCommencement Date (other than to the extent that state or condition isdifferent because the Concessionaire has implemented the Project and wouldhave of necessity been different if the Concessionaire had implemented theProject in accordance with the Project Documents); and

(iv) that the Residual Design Life of the Assets or any part of them is at leastequal to the Specified Residual Design Life (provided that if the ConcessionPeriod ends other than on the Expiry Date, the Residual Design Life and theSpecified Residual Design Life will be adjusted to account for this timingdifference);

(b) ConnectEast must transfer to the State or its nominee all rights, title and interest inPlant and equipment (including spare parts and special tools), owned by it or inrespect of which it has a right to acquire ownership title, required to allow the State orits nominee to operate, maintain and repair the Freeway and to maintain and repair theMaintained Off-Freeway Facilities to the standards required of ConnectEast under thisDeed free from any encumbrances;

(c) ConnectEast must deliver to the State or its nominee all manuals, records, plans andother information under the control of either Concessionaire and which is relevant tothe design, construction, operation, maintenance or repair of the Freeway or thedesign, construction, maintenance or repair of the Maintained Off-Freeway Facilitiesincluding the:

(i) manuals for the Tolling System and the Plant;

(ii) Operation and Maintenance Manuals;

(iii) maintenance records for the Freeway and the Maintained Off-FreewayFacilities; and

(iv) engineering specifications, design plans and survey plans (including anysuch plans not lodged at the Land Registry),

in (if applicable) a state and condition which complies with this Deed at the relevanttime;

(d) ConnectEast must procure the novation to the State or its nominee, without anypayment, of:

(i) such contracts for services to which either Concessionaire, the Operator orany Customer Service Contractor is a party as they relate to the Freeway orthe Project and as the State specifies by notice to ConnectEast; and

(ii) any leases, sub-leases and licences agreed to by the State and referred to inclause 76.3 (Restrictions on sale, lease and parting with possession);

(e) each Concessionaire must without limiting the IP Licence Deed or clause 56.9(Concessionaire Intellectual Property) of this Deed, grant or procure the grant to theState or its nominee of such Intellectual Property Rights as will enable the State or itsnominee to be in a position to operate, maintain and repair the Freeway and otherwiseundertake the businesses associated with the Freeway at the higher of the performancelevels specified in this Deed and those applicable immediately before the end of theConcession Period, with minimum disruption to their public use;

(f) each Concessionaire must pay to the State or its nominee any insurance proceeds fromany insurance policy for the reinstatement or replacement of the Works or theFacilities (as applicable) to the extent not already reinstated or replaced, and assign to



the State any rights available to the relevant Concessionaire under the insurancepolicy;

(g) each Concessionaire must pay to the State or its nominee the balance of theMaintenance and Repairs Account and the Insurance Proceeds Account as of that date;

(h) ConnectEast must comply with clause 28.2(b) (Removal of Advertising Signs at endof the Concession Period);

(i) ConnectEast must provide to the State all software, hardware, firmware, equipment,materials and documentation necessary or desirable in order for the State or itsnominee to fully operate and maintain the Tolling System;

(j) ConnectEast must provide to the State, in a format acceptable to the State, alldatabases and other information and data collected or held by the Concessionairesrelating to:

(i) the provision of Customer Services;

(ii) billing information in relation to all users of the Freeway;

(iii) information provided to or by operators of other tolling systems;

(iv) such other matters as the State may require;

(k) ConnectEast must procure for the State an assignment or sub-licence of all licencesrelating to any software belonging to any third party which relates to the use oroperation of the Tolling System or any other aspect of the Freeway;

(l) ConnectEast must procure for the State or its nominee the rights to use anycommunication networks that were used by ConnectEast in the operation of theTolling System or the Freeway on the same terms and at the same charges as appliedto ConnectEast;

(m) each Concessionaire must immediately cease all use of the Freeway Name, includingany use of the Freeway Name (or any part of it) in any permanent trademark, companyname, business name or internet domain name; and

(n) each Concessionaire must ensure that it does all other acts and things to give effect toany of the matters referred to in clauses 71.2(a) to 71.2(l) (Handover of Freeway) inorder to enable the State or its nominee to be in a position to operate, maintain andrepair the Freeway and to maintain and repair the Maintained Off-Freeway Facilitiesat the performance levels required of ConnectEast under this Deed with minimumdisruption to their public use.

71.3 If Close-Out has not occurredIn addition to the requirements set out in this clause 71 (Handover at end of Concession Period),if Close-Out of the Construction Activities in relation to all Sections has not been achieved andthis Deed is terminated, the State may do any or all of the following:

(a) require a novation to the State or its nominees of any Construction Contract, Operationand Maintenance Agreement and any other relevant contract;

(b) require each Concessionaire to give the State and procure that its Contractors or anyother person acting on its behalf (as applicable) to give the State possession of itsplant, equipment, materials, temporary work and tools being used in the Works or theTemporary Works and other things on or in the vicinity of the Licensed Area and theLeased Area, in each case which are owned by the relevant Concessionaire and arereasonably required to facilitate completion of the Works;

(c) require each Concessionaire to deliver to the State and procure that its Contractors orany other person acting on its behalf as applicable to deliver to the State or its nomineetrue copies of its books of account and all plant, equipment, manuals and records inexistence at the time of termination which are relevant to the Project; and



(d) require each Concessionaire to do and procure that its Contractors or any other personacting on its behalf do all other acts and things to enable the State to undertake theProject.

71.4 Handover of equipmentIf the State or its nominee takes possession of the plant, equipment, materials, temporary workand tools in accordance with clause 71.3(b) (If Close-Out has not occurred), the State must usereasonable endeavours to procure the proper use and maintenance of them and on achievingClose-Out of the Construction Activities in relation to all Sections, procure the handover toConnectEast of that plant, equipment, materials, temporary work and tools which have not beenconsumed or incorporated in the Facilities or are not required for the operation, maintenance orrepair of the Freeway or the maintenance or repair of the Maintained Off-Freeway Facilities.

71.5 Non-frustration of handoverEach Concessionaire must not (by act or omission) do anything which avoids or materiallyprejudices or frustrates:

(a) the handover of the Project as a going concern to the State or its nominee; or

(b) a provision of a Project Document which is included (in whole or in part) for thepurpose of facilitating the handover of the Project as a going concern to the State or itsnominee.

71.6 Assistance in securing continuity(a) Concessionaires' obligation

Each Concessionaire must do everything to facilitate the continuity (as applicable) ofthe execution of its Works and its Temporary Works (and ConnectEast must doeverything to facilitate the continuity of the operation, maintenance or repair of all orany part of the Freeway and the maintenance or repair of the Maintained Off-FreewayFacilities) from the end of the Concession Period by the State or its nominee.

(b) Provision of information

Without limiting clause 71.6(a) (Concessionaires' obligation), each Concessionairemust provide the State or its nominee with any records and information relating to orconnected with the Project as the State reasonably requests (including all records ofthe Concessionaire relating to the relevant Concessionaire’s officers, employees,consultants or advisers).

(c) Ongoing IT support

If requested by the State, ConnectEast must provide such ongoing support andmaintenance services to the State as the State reasonably requires in relation to theTolling System on reasonable commercial terms.

(d) Availability of ConnectEast personnel

For a period of 12 months after the expiry of the Concession Period, ConnectEastmust ensure that it has such competent personnel who have experience with theWorks, the Temporary Works, the Freeway and the Maintained Off-Freeway Facilitiesas the State reasonably requires available at the State's request to advise the State onany aspect of the design, construction, operation, maintenance or repair (as applicable)of those works or facilities.

71.7 Other necessary acts or things(a) State appointed attorney

If a Concessionaire fails to execute an agreement or novation contemplated by thisclause 71 (Handover at end of Concession Period) within 5 Business Days ofreceiving a request from the State, then the relevant Concessionaire with effect on and



from the end of the Concession Period, irrevocably appoints the State, and suchpersons as are from time to time nominated by the State, jointly and severally as itsattorney with full power and authority to execute any agreement or novationcontemplated by this clause 71 (Handover at end of Concession Period).

(b) Residual acts

At the end of the Concession Period, each Concessionaire must do all other acts andthings necessary to give effect to any of the matters referred to in this clause 71(Handover at end of Concession Period) in order to enable the State or its nominee tobe in a position to perform the Works and the Temporary Works and operate, maintainand repair the Freeway and maintain and repair the Maintained Off-Freeway Facilities.

71.8 Damages not an adequate remedy(a) The Concessionaires acknowledge that damages will not be an adequate remedy for

the State for any failure by a Concessionaire to comply with clauses 71.2 (Handoverof Freeway) to and including 71.7 (Other necessary acts or things) and if there is abreach or suspected breach of those clauses by a Concessionaire, nothing in this Deedprevents the State from claiming injunctive or declaratory relief or orders for specificperformance to remedy such breach or suspected breach and no objection will bemade by a Concessionaire to the claim for such relief on the basis of equitabledefences.

(b) Upon any application by the State for injunctive relief or orders for specificperformance to remedy a breach or suspected breach of clauses 71.2 (Handover ofFreeway) to and including 71.7 (Other necessary acts or things) each Concessionaireagrees that it will not raise in opposition any claims of equitable estoppel,acquiescence, hardship and unfairness, laches or 'unclean hands' by the State.

71.9 Inspection at end of Concession Period(a) Handover Matters Notice

Within 45 Business Days after the expiry of the Concession Period, the State mustgive to the Concessionaires a notice (Handover Matters Notice) specifying:

(i) details of matters or things (if any) which the State considers are required tobe remedied or rectified by the State or its Associates due to any failure bythe Concessionaires to achieve Proper Handover including (if relevant)completing the Works and the Temporary Works;

(ii) the extent (if any) to which the State considers the Residual Design Life isless than the Specified Residual Design Life;

(iii) the amount which the State considers is required to be spent by the State orits Associates to remedy or rectify the matters or things specified in sub-paragraph (i) and to ensure that the Assets (or any part of them) have aResidual Design Life at least equal to the Specified Residual Design Lifeand to carry out all necessary works:

(A) in accordance with the requirements of any relevant GovernmentAgency;

(B) so as to minimise the impact on the use of the Facilities; and

(C) in a manner which causes as little inconvenience as possible to:

(I) users of the Facilities; and

(II) the general public; and

(iv) details of how the amount in sub-paragraph (iii) was calculated.



(b) Concessionaire election

Each Concessionaire must, within 20 Business Days after receiving the HandoverMatters Notice, notify the State that it:

(i) agrees with the amount set out in the Handover Matters Notice (HandoverMatters Agreement Notice); or

(ii) disagrees with the details or the amount set out in the Handover MattersNotice, together with details of why the Concessionaire disagrees(Handover Matters Disagreement Notice).

(c) Agreement notice

If a Concessionaire gives the State a Handover Matters Agreement Notice or, fails togive a Handover Matters Disagreement Notice, then:

(i) the amount set out in the Handover Matters Notice will be a debt due andpayable by the relevant Concessionaire to the State; and

(ii) without prejudicing any other rights the State may have, the State may drawon the Handover Escrow Account or make a demand under the HandoverBond to recover the amount set out in the Handover Matters Notice.

(d) Disagreement notice

If a Concessionaire gives the State a Handover Matters Disagreement Notice, therelevant Concessionaire and the State must consult in good faith and use theirreasonable endeavours to agree on the details or the amount referred to in clause71.9(a) (Handover Matters Notice).

(e) Consequences following consultation

If the relevant Concessionaire and the State, following the consultation in clause71.9(d) (Disagreement notice):

(i) reach agreement as to the amount, then:

(A) the agreed amount will be a debt due and payable by the relevantConcessionaire to the State; and

(B) without prejudicing any other rights the State may have, the Statemay draw on the Handover Escrow Account or make a demandunder the Handover Bond to recover the agreed amount; or

(ii) are unable to reach agreement as to the amount within 10 Business Daysafter service of the Handover Matters Disagreement Notice, then:

(A) without prejudicing any other rights the State may have, the Statemay draw on the Handover Escrow Account or make a demandunder the Handover Bond up to the amount set out in the HandoverMatters Notice; and

(B) the matters in dispute will be referred directly for expertdetermination under clause 73 (Expert determination).

(f) State to reimburse Concessionaire

The State must pay to the Concessionaires the difference between the amount drawnfrom the Handover Escrow Account or paid by the Issuer of the Handover Bondfollowing a demand under clause 71.9(e)(ii)(A) (Consequences followingconsultation) and any lesser amount which is determined by the expert under clause 73(Expert determination) to be the amount referred to in clause 71.9(a) (HandoverMatters Notice), within 5 Business Days of the determination.



(g) No obligation in respect of monies

Each Concessionaire acknowledges and agrees that the State is under no obligation toapply any monies it receives under this clause 71.9 (Inspection at end of ConcessionPeriod) towards the cost of satisfying the conditions precedent to Proper Handover.

(h) Money remaining in Handover Escrow Account

If after:

(i) the State has recovered the amounts (if any) owing under clauses 71.9(c)(Agreement notice), 71.9(e)(i) or 71.9(e)(ii) (Consequences followingconsultation) (as applicable); and

(ii) any set off or deduction by the State under clause 43.3 (Set off),

and there is any money remaining in the Handover Escrow Account, then such moneymust be paid by the State to the Concessionaires.

(i) No limitation of rights

Nothing in this clause 71 (Handover at end of Concession Period) will limit the State'srights against the Concessionaires, whether under this Deed or otherwise according toLaw, in respect of any Defect or other failure to comply with clause 71.2 (Handover ofFreeway).

PART L. DISPUTE RESOLUTION

72. Dispute resolution72.1 Procedure for resolving disputes

(a) Disputes

Unless this Deed provides otherwise, any dispute between the State and aConcessionaire which relates to, or arises out of, or is in connection with this Deed orany of that Concessionaire's obligations under this Deed (including (subject to theterms of this Deed including clause 72.1(c) (Exclusion)) if either the State or aConcessionaire disagrees with the decision of the Independent Reviewer) (Dispute)must be resolved in accordance with the procedures set out in this Part L (DisputeResolution).

(b) Procedure

The procedure the parties must follow to resolve a Dispute is as follows:

(i) first, unless this Deed expressly provides that the Dispute is to be referreddirectly to expert determination, the Dispute must be negotiated inaccordance with clause 72.2 (Negotiation);

(ii) if:

(A) the Dispute must be negotiated under clause 72.2 (Negotiation) andthis Deed expressly provides that the Dispute is to be referred(albeit not directly) to expert determination; or

(B) this Deed expressly provides that the Dispute is to be referreddirectly to expert determination,

the Dispute must be referred to expert determination in accordance withclause 73 (Expert determination); and



(iii) if a notice is given under clauses 72.2(e)(ii) (Referral) or 73.4(b) (Objectionand referral to arbitration), the Dispute must be referred to arbitration inaccordance with clause 74 (Arbitration).

(c) Exclusion

The functions of the Independent Reviewer under clauses 18.4(b) (Review andopinion), 18.4(c) (Safety), 19.2(d) (Notice of non-compliance), 19.2(f) (Notice byIndependent Reviewer) and 20.6(e) (Independent Reviewer) are:

(i) advisory only and not binding on any party; and

(ii) not a decision or determination of the Independent Reviewer which iscapable of forming the subject matter of a Dispute which can be resolved inaccordance with Part L (Dispute Resolution).

(d) Referral Conditional

It is a condition precedent to either the State or the Concessionaires being entitled torefer a Dispute to arbitration in accordance with clause 74 (Arbitration) that theprocedures referred to in clauses 72.1(b)(i) and 72.1(b)(ii) (Procedure) (as applicable)be first complied with.

72.2 Negotiation(a) Dispute notice

If a Dispute arises, and this Deed does not expressly provide that the Dispute is to bereferred directly to expert determination, either the State or the Concessionaires maygive notice to the other requesting that the Dispute be referred for resolution bynegotiation between a representative of the State on the one hand and a representativeof the Concessionaires collectively on the other hand (each a Representative)respectively nominated in clause 77.4(b) (Address for Notices) or such other seniorofficers as the State or the Concessionaires (as applicable) may nominate in writingwithin 1 Business Day of the notice under this clause 72.2(a) (Dispute notice), whichRepresentatives or officers must have authority to resolve the Dispute.

(b) Form of dispute notice

A notice under clause 72.2(a) (Dispute notice) must:

(i) state that it is a notice under this clause 72.2 (Negotiation); and

(ii) include reasonable particulars of the matters the subject of the Dispute.

(c) Good faith

If a Dispute is referred for resolution by negotiation under clause 72.2(a) (Disputenotice), then the Representatives must consult and negotiate in good faith, and usetheir reasonable endeavours to resolve the Dispute within 5 Business Days of the dateon which the notice under clause 72.2(a) (Dispute notice) is received (or such laterdate as the parties may agree).

(d) Resolution is binding

Any resolution of a Dispute agreed to by the Representatives as a result of anegotiation, whether under this clause 72.2 (Negotiation) or whether under any otherprovision of this Deed where the Dispute, if not resolved by negotiation, may bereferred directly for expert determination, must be reduced to writing and will becontractually binding on the parties. Any purported resolutions which have not beenreduced to writing will not be contractually binding on the parties.



(e) Referral

Any Dispute referred to the Representatives for negotiation under this clause 72.2(Negotiation) which remains unresolved in any respect after the expiration of theperiod referred to in clause 72.2(c) (Good faith), may be referred by either the State orthe Concessionaires to:

(i) if this Deed expressly provides that the Dispute may be referred for disputeresolution including expert determination (although not directly to expertdetermination), an expert for determination of any part of the Dispute whichremains unresolved in accordance with clauses 73.2 (Selection of expert) to73.6 (Costs) by giving notice under clause 72.2(f) (Form of expertdetermination/arbitration notice (appeal from negotiation)); or

(ii) if sub-paragraph (i) does not apply, arbitration in accordance with clause 74(Arbitration) by giving notice under clause 72.2(f) (Form of expertdetermination/arbitration notice (appeal from negotiation)).

(f) Form of expert determination/arbitration notice (appeal from negotiation)

A notice under clause 72.2(e) (Referral) must:

(i) be given within 10 Business Days of the expiry of the period referred to inclause 72.2(c) (Good faith);

(ii) state that it is a notice under clause 72.2(e)(i) or 72.2(e)(ii) (Referral) (as thecase may be); and

(iii) include reasonable particulars of those parts of the Dispute which remainunresolved.

73. Expert determination73.1 Referral to expert determination

(a) Referral

In addition to referring a Dispute to expert determination under clause 72.2(e)(i)(Referral), if this Deed expressly provides that a Dispute is to be referred directly toexpert determination, then the Dispute may be referred by either the State or theConcessionaires to an expert for determination in accordance with clauses 73.2(Selection of expert) to 73.6 (Costs) by giving notice in accordance with clause73.1(b) (Form of expert determination notice (direct reference)).

(b) Form of expert determination notice (direct reference)

A notice under clause 73.1(a) (Referral) must:

(i) be given within 10 Business Days after:

(A) where a provision of this Deed authorises the State or theConcessionaires to refer a Dispute for expert determination afterthe parties have failed to agree on a matter within a specifiedperiod, the expiry of the specified period; or

(B) in every other case, the Dispute arises;

(ii) state that it is a notice under clause 73.1(a) (Referral); and

(iii) include reasonable particulars of the Dispute.



73.2 Selection of expert(a) Expert list

The State and the Concessionaires must exchange written lists of at least three personswho, if appointed, would satisfy the requirements in clause 73.2(c) (Qualifications)from whom the expert is to be chosen, in order of preference, within 7 Business Daysafter the date of the notice given under clause 72.2(e)(i) (Referral) or 73.1(a)(Referral).

(b) Selection

Any person who appears on both the State's and the Concessionaires' list under clause73.2(a) (Expert list) will be appointed as the expert to determine a Dispute, and ifmore than one person appears on each list, the person given the highest order ofpreference by the party that gave the notice under clauses 72.2(e)(i) (Referral) or73.1(a) (Referral) will be appointed.

If no person appears on the list of each of the State and the Concessionaires, the partythat gave the notice under clause 72.2(e)(i) (Referral) or 73.1(a) (Referral) mustprocure the National President (or acting National President for the time being) of theIAMA to nominate a person to act as the expert.

(c) Qualifications

The expert appointed to determine a Dispute will be a person with appropriate skillsand qualifications having regard to the nature of the matters in dispute.

(d) No challenge

Neither the State nor the Concessionaires may challenge the appointment of an expertunder this clause 73.2 (Selection of expert) on the basis that the expert does not satisfythe requirements of clause 73.2(c) (Qualifications).

(e) Not Arbitration Agreement

Any agreement for expert determination under this Deed will not constitute an'Arbitration Agreement' for the purposes of the Commercial Arbitration Act 1984(Vic).

(f) Agreement with expert

The parties must enter into an agreement with the expert appointed under this clause73.2 (Selection of expert) on the terms of Exhibit J (Terms of Appointment of Expert)or such other reasonable terms as the expert may require.

73.3 Rules of expert determination(a) Expert determination process

The expert determination process is to be administered in accordance with this clause73.3 (Rules of expert determination).

(b) Rules

The expert will:

(i) act as an expert and not as an arbitrator;

(ii) take into consideration and proceed in accordance with the requirements ofthis Deed;

(iii) subject to clause 73.3(b)(ii) (Rules), proceed in any manner he or she thinksappropriate without being bound to observe the rules of natural justice or therules of evidence;



(iv) take into consideration all documents, information and other material whichthe parties give the expert including documents, information and materialrelating to the facts in dispute and to arguments and submissions upon thematters in dispute;

(v) not be expected or required to obtain or refer to any other documents,information or material, but may do so if he or she thinks it is appropriate;

(vi) use his or her own expertise in forming his or her conclusions; and

(vii) make his or her determination of the Dispute within 30 days from theacceptance by the expert of the appointment (or such extended period as theparties may agree).

(c) Procedure

The expert may, but will not be obliged to, meet or otherwise have discussions withthe parties, together and not separately, and in connection with any such meeting ordiscussions:

(i) the parties agree to be bound by such procedural directions as may be givenby the expert, both in preparation for and during the course of the meeting ordiscussions; and

(ii) a party may be accompanied by legal or other advisers required by thatparty.

(d) Information to be provided

The State and the relevant Concessionaire must produce such information anddocuments as the expert may from time to time direct in accordance with the directionof the expert.

(e) Advisers and consultants

The expert may engage his or her own advisers or consultants, including lawyers,accountants, bankers, engineers, surveyors or other technical consultants, to provideinformation to assist the expert in his or her determination.

(f) Cost of advisers and consultants

The State and the Concessionaires must indemnify the expert for the reasonable costof retaining those advisers or consultants referred to in clause 73.3(e) (Advisers andconsultants).

(g) Conflict

The expert must disclose to the parties any relationship or interest the expert may havewith the parties or their respective officers, employees, contractors, consultants oragents who are involved in the expert determination, and any interest the expert has inthe Dispute.

(h) Disclosure

If the expert becomes aware of any fact, matter or circumstance that might reasonablybe considered to adversely affect the expert's capacity to act independently orimpartially, the expert must immediately inform the State and the relevantConcessionaire.

(i) Alternative expert

After any disclosure by the expert under clauses 73.3(g) (Conflict) or 73.3(h)(Disclosure), either the State or the Concessionaires may require that the Dispute bereferred to another expert for resolution in accordance with clauses 73.2 (Selection ofexpert) to 73.6 (Costs) by giving notice to the other party within 5 Business Days ofthe date of such disclosure.



(j) Determination of certain matters

If the parties cannot agree on any matters required to be agreed by them under clauses33.8 (Marketing of material and assistance), 34.6(c)(iii) (Approval of CustomerContracts), 34.6(d)(iv) (Customer Contract Amendment), 34.6(e) (TollingAmendment), 34.6(f)(iv) (Cost-Based Amendment) or 37.9(b) (State rejection), theexpert may determine such matters consistent with any relevant requirements,purposes or restrictions concerning those matters expressly provided for in this Deedand such determination will be binding on the parties. The parties agree that it is theirintention that, in the absence of agreement on any such matters required to be agreedby the parties under this Deed, this Deed will continue and will not terminate or bedeemed to be void or voidable by frustration or any other legal principle.Accordingly, if the expert is unable to decide upon any such matters based on theexpress or implied intention of the parties, the expert will be entitled to substitute theexpert's own view of what is reasonable in all the circumstances.

73.4 Findings(a) Determination

Subject to clauses 73.4(b) (Objection and referral to arbitration) and 73.4(c)(Amendments), the determination of the expert must be in writing and will be finaland binding on the State, the relevant Concessionaire and, pursuant to clause 2.3(j)(Dispute Resolution), the other Concessionaire.

(b) Objection and referral to arbitration

Within 10 Business Days of receipt of the determination, either the State or theConcessionaires may give a notice to the other of its objection and refer the Dispute toarbitration in accordance with clause 74 (Arbitration), except for a determination ofany Dispute relating to any matter arising under clauses 33.8 (Marketing of materialand assistance) or 37.9(b) (State rejection) which will be final and binding on the Stateand the Concessionaires and not subject to objection or reference to arbitration.

(c) Amendments

The expert may, if requested by either the State or the Concessionaires, amend thedetermination to correct:

(i) clerical mistakes;

(ii) an error from an accidental slip or omission;

(iii) a material miscalculation of figures or a material mistake in the descriptionof any person, thing or matter; or

(iv) a defect in form.

73.5 Release and indemnityThe expert will not be liable in respect of the determination, except in the case of fraud on thepart of the expert. The State and the Concessionaires agree to release and indemnify the expertfrom and against any Claim, Liability or Loss (except in the case of fraud on the part of theexpert) which may be made against him or her by any person in respect of the expert'sappointment to determine the Dispute.



73.6 CostsThe State and the Concessionaires must bear their own costs and expenses in connection withany expert determination proceedings and must pay an equal portion of the costs and expensesof the expert and any advisers or consultants engaged by the expert.

74. Arbitration74.1 Notice of referral to arbitration

If a notice is given under clause 72.2(e)(ii) (Referral) or 73.4(b) (Objection and referral toarbitration), the Dispute will be referred to arbitration in accordance with this clause 74(Arbitration).

74.2 Appointment of arbitratorAn arbitration under this clause 74 (Arbitration) must be conducted by a single arbitrator to beagreed between the parties or, failing such agreement within 10 Business Days after referral ofthe Dispute to arbitration under clause 74.1 (Notice of referral to arbitration), then by anarbitrator to be nominated by the National President (or acting National President for the timebeing) of the IAMA.

74.3 Rules for conduct of arbitrationExcept as otherwise expressly provided in clause 72 (Dispute resolution), an arbitration underthis clause 74 (Arbitration) will be conducted in accordance with the Rules for the Conduct ofCommercial Arbitration of the IAMA. For the avoidance of doubt, subject to clause 74.4(General justice and fairness), any arbitration under this clause 74 (Arbitration) must bedetermined according to Law.

74.4 General justice and fairnessAny Dispute relating to any matter arising under clause 45.4(f) (Dispute resolution) may bedetermined by reference to considerations of general justice and fairness subject to clause45.4(f)(ii) (Dispute resolution).

75. General75.1 Place of expert determination or arbitration

The place of any expert determination or arbitration will be in Victoria.

75.2 Continue to perform(a) Performance of obligations

Subject to clause 75.2(b) (Obligation to pay undisputed amounts), each party mustcontinue to perform its obligations under this Deed.

(b) Obligation to pay undisputed amounts

Without limiting clause 5.6 (Demands under Bonds), if either the State or theConcessionaires (acting in good faith) disputes all or any part of a payment that is dueand payable under this Deed, the undisputed amount (if any) of that payment must bepaid in accordance with the provisions of this Deed. Following the resolution of theDispute, any amount agreed or determined (as the case may be) to have been payablemust be paid immediately by the paying party and the provisions of clause 43.1(Interest) will apply.

75.3 Summary or urgent reliefNothing in this Part L (Dispute Resolution) will prejudice the right of a party to instituteProceedings to seek urgent injunctive, interlocutory or declaratory relief.



75.4 No waiverIf a party is entitled to refer a dispute for determination in accordance with the disputeresolution procedures set out in this Part L (Dispute Resolution), other than as expresslyprovided in this Deed, any delay in exercising that right or complying with a proceduralrequirement will not extinguish or waive or be taken to prejudice that right. The parties mustinstruct any expert or arbitrator not to draw any adverse inference from any such delay.

PART M. MISCELLANEOUS

76. Assignment and security76.1 Assignment

(a) Concessionaire prohibition

Subject to clauses 76.1(b) (Permitted Concessionaire dealings) and 76.2 (Security),each Concessionaire must not assign, novate, mortgage, charge or declare any trustover or otherwise deal with its interest in, or obligations under, any of the TransactionDocuments (and will not permit or suffer any such assignment, novation, mortgage,charge or dealing) without the prior consent of the State.

(b) Permitted Concessionaire dealings

Clause 76.1(a) (Concessionaire prohibition) does not restrict anything expresslypermitted under this Deed or the State Deed of Charge.

(c) Copy to be provided

Each Concessionaire must give the State a certified copy of any agreement underwhich it assigns, novates, mortgages, charges or deals with its interests in, orobligations under, a Transaction Document.

(d) State prohibition

Subject to clause 76.1(e) (Permitted State dealings), the State will not assign, novate,mortgage, charge or otherwise deal with its interest in, or obligations under, any of theProject Documents without the prior consent of each Concessionaire.

(e) Permitted State dealings

The State may assign any of its rights under any of the Project Documents to receiverevenue.

(f) No effect on set off

Any assignment, novation, mortgage, charge, declaration of trust over or other dealingwith an interest in, or obligation under a Project Document is subject to the State'srights of set off.

76.2 SecurityEach Concessionaire may, after execution of the Finance Tripartite Agreement, mortgage orcharge its interest under the Transaction Documents to secure its obligations to any Financier(or the trustee or agent for any Financier) under the Financing Documents, if, and for so longonly as, the Financier (or the trustee or agent for the Financier) is party to the Finance TripartiteAgreement.

76.3 Restrictions on sale, lease and parting with possessionOther than the granting of a Permitted Security Interest or in accordance with clause 76.1(Assignment) or otherwise as specifically permitted in this Deed, the Freeway Leases, theConstruction Licences or the Maintenance Licences, each Concessionaire must not (and must



procure that the Construction Contractor (and ConnectEast must procure that the Operator andany Customer Service Contractor) do not:

(a) create or allow to exist any Security Interest over; or

(b) lease, sub-lease, licence, transfer, sell, dispose of, part with possession of, create orallow any interest in, or otherwise deal with,

the whole or any part of the Licensed Area, the Leased Area or the Freeway (or, in the case ofConnectEast, the Returned Facilities, or the Maintained Off-Freeway Facilities) or any facilitiesor improvements on, in or to the Licensed Area, the Leased Area or the Freeway, without theprior consent of the State.

77. Notices77.1 General

Subject to clause 77.2 (Notices sent by email), any notice, demand, consent or othercommunication (Notice) must be, if in writing, signed by or on behalf of the sender, addressedto the intended recipient and:

(a) delivered;

(b) sent by prepaid mail (or if posted to another country, by registered airmail); or

(c) transmitted by facsimile,

to that recipient's address or facsimile number specified in clause 77.4 (Address for Notices) orthe last address or facsimile number notified by that recipient to the sender.

77.2 Notices sent by emailA Notice may also be sent by email if the Notice is:

(a) authorised by the sender in accordance with a procedure agreed between the parties;and

(b) sent to the email address specified in clause 77.4 (Address for Notices) or the emailaddress last notified by the intended recipient to the sender.

77.3 Time of receiptA Notice given to a person in accordance with this clause 77 (Notices) is treated as having beengiven and received:

(a) in the case of delivery in person, when delivered to the intended recipient or theirpremises;

(b) in the case of delivery by post, 2 Business Days after the date of posting (if posted toan address in the same country) or 7 Business Days after the date of posting (if postedto an address in another country); and

(c) in the case of delivery by facsimile, on receipt by the sender of a transmission controlreport from the despatching machine showing the relevant number of pages and thecorrect destination facsimile number or name of the intended recipient and indicatingthat the transmission has been made without error; or

(d) in the case of delivery by email, the first to occur of:

(i) receipt by the sender of an email acknowledgment from the intendedrecipient’s information system showing that the Notice has been delivered tothe email address of that recipient;

(ii) the time that the Notice enters an information system which is under thecontrol of the intended recipient; and



(iii) the time that the Notice is first opened or read by an employee or officer ofthe intended recipient,

but if the result is that a Notice would be taken to be given or made on a day that is nota Business Day in the place to which the Notice is sent or at later than 4.00pm (localtime) on a Business Day, the Notice will be taken to have been duly given or made atthe start of business on the next Business Day in that place.

77.4 Address for NoticesThe address, facsimile number and email address of each party is:

(a) the address, facsimile number and email address set out below; or

(b) where the intended recipient notifies the sender of another address, facsimile numberor email address, the last address or number so notified by that recipient to the sender.

STATE

Attention: Chief Executive Officer, SEITA

Address: Level 48, Nauru House, 80 Collins Street, Melbourne,Victoria 3000

Facsimile: (03) 9655 6411

Email: [email protected]

CONCESSIONAIRES

ConnectEast Nominee Company Pty Limited as trustee of the ConnectEast AssetTrust and ConnectEast Pty Limited

C/- ConnectEast Pty Limited

Attention: General Manager

Address: Level 26, 101 Collins Street, Melbourne, Victoria 3000

Facsimile: (03) 9635 9600

Email: [email protected]

The representatives of the parties nominated in paragraph (b) are the representatives referred toin clause 72.2(a) (Dispute notice).

77.5 Notice to each Concessionaire(a) Valid service

Service of any Notice under or in respect of a Project Document on oneConcessionaire is deemed to be valid service on both Concessionaires.

(b) No obligation to enquire

A notice issued by the State, its Associates or a Protected Contractor to aConcessionaire under or in respect of any Project Document is deemed to be duly sentto each Concessionaire in respect of the respective rights and obligations of eachConcessionaire, without the State, its Associate or that Protected Contractor beingrequired to identify in the Notice which obligations or rights relate to a particularConcessionaire.

(c) No right to dispute

Without derogating from the separate rights and obligations of each Concessionaireunder the Project Documents, a Concessionaire will not be entitled to claim that anyNotice issued by the State, its Associate or a Protected Contractor to a particular



Concessionaire ought to have been issued to the other Concessionaire, or that a Noticeissued to the other Concessionaire ought to have been issued to it.

77.6 Notice by each Concessionaire(a) Valid service

Service of any Notice under or in respect of a Project Document by oneConcessionaire is deemed to be valid Notice by both Concessionaires.

(b) No obligation to enquire

A Notice issued by a Concessionaire to the State, its Associates or a ProtectedContractor under or in respect of any Project Document will be deemed to be duly sentby each Concessionaire, in respect of their respective rights and obligations, withoutthe State, its Associates or the Protected Contractor being required to enquire as towhich obligations or rights relate to a particular Concessionaire.

(c) No right to dispute

Without derogating from the separate rights and obligations of each Concessionaireunder the Project Documents, a Concessionaire will not be entitled to claim that aNotice issued to the State, its Associate or a Protected Contractor by a particularConcessionaire ought to have been issued by the other Concessionaire, or that a Noticeissued by the other Concessionaire ought to have been issued by it.

(d) Subsequent notices invalid

The State, its Associates and each Protected Contractor are entitled to rely solely uponand act solely upon the Notice received from either Concessionaire in relation to anymatter arising under or in connection with any Project Document and the purportedservice by the other Concessionaire of any Notice relating to or arising out of the samematter will be ineffective and the State will be entitled to disregard that subsequentnotice.

78. Disclosure78.1 State disclosure

The State may publish or disclose (on the internet or otherwise):

(a) the terms and conditions of this Deed or any other Project Document; and

(b) any documents or information arising under, out of or in connection with this Deed orany other Project Document, or relating to the performance of this Deed or any otherProject Document,

except for the terms of the Financing Documents (other than a Financing Document which isalso a Project Document) and the Construction Contract and except to the extent that anydocuments or information described in this clause 78.1 (State disclosure) have or has beenidentified by a Concessionaire, and agreed by the parties, as being confidential to the relevantConcessionaire and the disclosure of such documents or information is not otherwise within thescope of clause 78.2 (Public disclosure).

78.2 Public disclosure(a) Public Disclosure Obligations

Each Concessionaire acknowledges and agrees that disclosure by the State, theMinister or any Government Agency of the State may be required:

(i) under the Freedom of Information Act 1982 (Vic);

(ii) under the Ombudsman Act 1973 (Vic); or



(iii) to satisfy the disclosure requirements of the Victorian Auditor General andto satisfy the requirements of Parliamentary accountability, or, in the case ofthe Minister, to fulfil his or her duties of office,

(Public Disclosure Obligations).

(b) Endeavours to assist

The Concessionaire must, at its own cost and expense, use all reasonable endeavoursto assist the State, the Minister or a Government Agency of the State in meeting itsPublic Disclosure Obligations.

79. Publicity(a) Restrictions on public announcements

Subject to clauses 78 (Disclosure) and 79(b) (Following Tolling Completion), andexcept for notices, documentation or information which a Concessionaire is requiredto disclose to the Australian Stock Exchange Limited, each Concessionaire must:

(i) use its reasonable endeavours to agree with the State the wording and timingof all public announcements and statements by it or its Associates relating tothe Project before the relevant announcement or statement is made;

(ii) give the State a draft of any proposed media release relating to the Projectand must obtain the State's approval of the media release before distributingthat release; and

(iii) as soon as practicable, give a copy of any announcement, statement or mediarelease agreed to or approved by the State under this clause 79 (Publicity), tothe State.

(b) Following Tolling Completion

After Tolling Completion of the last Section to achieve Tolling Completion, clause79(a) (Restrictions on public announcements) will only apply to publicannouncements, statements or media releases relating to the Project which:

(i) contain any express or implied reference to the State or its Associates;

(ii) relate directly or indirectly to Customer Services or the manner in whichCustomer Services will be delivered or available to users or potential usersof the Freeway; or

(iii) have the potential to have an adverse public relations impact with regard tothe Project or the State's participation in the Project.

80. CPICPI means:

(a) the All Groups Consumer Price Index Weighted Average of Eight Capital Cities(IECC) published quarterly by the Australian Bureau of Statistics, as long as there isno change in the coverage, periodicity or reference base from those applying at thedate of this Deed;

(b) if there is a change in the coverage of the IECC from that applying at the date of thisDeed and the new IECC is linked to previous All Group Consumer Price Indexes, CPIis the new IECC;

(c) if there is a change in the reference base of the IECC from that applying at the date ofthis Deed and the Australian Bureau of Statistics provides a conversion factor, that



conversion factor must be applied to calculate revised CPI figures for the purpose ofthis Deed, in terms of the new reference base;

(d) if there is a change in the reference base of the IECC from that applying at the date ofthis Deed and the Australian Bureau of Statistics does not provide a conversion factor,the parties must request the President of the Institute of Actuaries (or the President'snominee) to calculate revised CPIs for the purposes of this Deed, and that calculationis final and binds the parties;

(e) if the IECC is published and:

(i) there is a change in its coverage and it is not linked to previous All GroupsConsumer Price Indexes; or

(ii) there is a change in its periodicity,

the parties must request the President of the Institute of Actuaries (or the President'snominee) to determine:

(iii) whether the new IECC is appropriate as a general indicator of the rate ofprice change for consumer goods and services; and

(iv) if it is not, what other index should be used as a substitute index for thepurpose of this Deed,

and that determination is final and binds the parties;

(f) if the IECC is not published and the Australian Bureau of Statistics publishes anotherindex which is:

(i) a replacement of the IECC; and

(ii) linked to the IECC,

CPIs must be re-calculated to the same reference base as the replacement index;

(g) if the IECC is not published and the Australian Bureau of Statistics publishes anotherindex which is not linked to the IECC, the parties must request the President of theInstitute of Actuaries (or the President's nominee) to calculate revised CPIs for thepurposes of this Deed, and that calculation is final and binds the parties;

(h) if the IECC is not published and the Australian Bureau of Statistics does not publishanother index in replacement of the IECC, the parties must request the President of theInstitute of Actuaries (or the President nominee) to determine an appropriate indexwhich is a general indicator of the rate of price change for consumer goods andservices, and that determination is final and binds the parties; and

(i) if a change in Law (including a change in the Rate of GST) causes a materialaberration in the IECC, the IECC as adjusted to remove the impact of that materialaberration in accordance with any such methodology published by a responsibleGovernment Agency for adoption by business (or in the absence of such publication,within 6 months of the occurrence of the material aberration as agreed by the partiesor, in the absence of agreement, as determined by an expert directly under clause 73(Expert determination)).

81. Use of modelsIn determining whether a Relevant Effect has occurred or started, the appropriateness of anyredress in relation to a Possible Key Risk Event, any amount payable in relation to aCompensable Enhancement, any Early Termination Amount or any other financial, revenue ortraffic matter relevant to any Project Document, unless expressly stated otherwise, the output ofcomputer, financial or other models of the State or the Concessionaires may be used as evidencebut is not conclusive.



82. General provisions82.1 Designation of Freeway Corporation and road declaration

(a) Designation

The Concessionaires are the person designated as the Freeway Corporation for thepurposes of the Project Legislation.

(b) Allocation of functions

Subject to clause 82.1(c) (Timing), the State will procure either:

(i) each of:

(A) the publication in the Government Gazette of an order by theGovernor in Council:

(I) under section 10 of the Project Legislation declaring asthe Freeway Corporation either the Trustee orConnectEast (as reasonably agreed by theConcessionaires and the State, having regard to theallocation of functions between the Trustee andConnectEast under the Project Documents) and so thateither the Trustee or ConnectEast is declared as theFreeway Corporation in relation to each provision thatrefers to the Freeway Corporation; and

(II) under section 12(2) of the Project Legislation approvingeach Operator and each Construction Contractor for thepurposes of section 12 of the Project Legislation inrelation to the powers and functions reasonably agreed bythe Concessionaires and the State having regard to therespective powers and functions it is contemplated thatthat Operator or Construction Contractor (as applicable)will undertake under the Operation and MaintenanceAgreement and the Construction Contract; and

(B) notice of declaration by the Minister that either the Trustee orConnectEast (as reasonably agreed by the Concessionaires and theState, having regard to the allocation of functions between theTrustee and ConnectEast under the Project Documents) aredeclared as the responsible road authority for the purposes ofsection 143 of the Project Legislation in respect of any road onLicensed Area in respect of which VicRoads is not or will not bedeclared as the responsible road authority and so that the Trustee orConnectEast is declared in relation to each provision that refers tothe responsible road authority; or

(ii) procure, pursuant to any other mechanism provided for under the ProjectLegislation, that the Trustee or ConnectEast is the Freeway Corporation orthe responsible road authority (as applicable) in relation to the relevantprovision (as agreed by the State and the Concessionaires underclause 82.1(b) (Allocation of functions).



(c) Timing

The State will procure that the declarations under clause 82.1(b)(i) (Allocation offunctions) are made at the first meeting of the Governor in Council which occurs atleast 15 Business Days after:

(i) the Concessionaires and the State have agreed the designation of either theTrustee or ConnectEast as the Freeway Corporation under clause82.1(b)(i)(A)(I) (Allocation of functions);

(ii) the Concessionaires and the State have agreed the powers and functions inrespect of which the Construction Contractor or the Operator will beapproved under clause 82.1(b)(i)(A)(II) (Allocation of functions); or

(iii) the State has confirmed the roads on the Licensed Area in respect of whichVicRoads has not been or will not be declared as the responsible roadauthority and the Concessionaires and the State have agreed the designationof the Trustee or ConnectEast as the responsible road authority in respect ofthose roads under clause 82.1(b)(i)(B) (Allocation of functions).

(d) Land tax exemption

The State may procure that all Consortium Members that may otherwise be liable topay land tax with respect to the leased land or licensed land are declared to be theFreeway Corporation for the purposes of section 253(2) of the Project Legislation orthat the Project Legislation is amended to ensure that no land tax is payable by such aConsortium Member in respect of leased land or licensed land. Pending thatdeclaration or the coming into effect of that amendment to the Project Legislation, ifsuch a Consortium Member is required to pay and does pay, land tax with respect tothe leased land or the licensed land, the State must reimburse that Consortium Memberfor the amount of that land tax within 10 Business Days of production by aConcessionaire of the receipt for that payment of land tax. For the purpose of thisclause 82.1(d) (Land tax exemption), the terms leased land and licensed land have thesame meanings as these terms have in section 253(2) of the Project Legislation.

(e) Road declaration

If the Concessionaire has provided to the State in respect of a Freeway Section:

(i) all plans required for the declaration of that Freeway Section as a road undersection 143 of the Project Legislation in a form and substance acceptable tothe State; and

(ii) all other access and information reasonably required by the State to make adeclaration of that Freeway Section as a road under section 143 of theProject Legislation;

then, provided that Freeway Section Completion of that Section has occurred, theState must, within a reasonable time, procure:

(iii) notice of declaration by the Minister under section 143 of the ProjectLegislation of that Freeway Section as a road.

82.2 No partnership or joint ventureExcept as expressly provided in this Deed, nothing contained or implied in this Deed or anyother Project Document will:

(a) constitute or be deemed to constitute a party as a partner, joint venturer, agent or legalrepresentative of any other party for any purpose; or

(b) create or be deemed to create any partnership, joint venture, agency or trust betweenthe parties or any of them.



82.3 Transfer of functionsIf an authority, institute or association or other body referred to in this Deed:

(a) is reconstituted, renamed or replaced, or if its powers or functions are transferred toanother entity, this Deed is deemed to refer to that new entity; or

(b) ceases to exist, this Deed is deemed to refer to that entity which serves substantiallythe same purpose or object as the former entity,

provided that, if the State transfers any of its obligations to another entity and those obligationswere State obligations before the transfer, following the transfer:

(c) the obligations of that entity under the Project Documents are State obligations or areguaranteed by the State; and

(d) the Project Legislation continues to apply in respect of the obligations transferred andthat entity in the same way as it applied, if at all, to the State or other entity, asapplicable,

82.4 WaiverSubject to the express provisions of this Deed, if a party or any other person fails or delays inexercising or enforcing any right or remedy under this Deed, it will not preclude or amount to awaiver of any further exercise or enforcement of that right or remedy, or of any other right orremedy, under this Deed or provided by Law.

82.5 Indemnity held on trustThe State and each Concessionaire each declares and acknowledges that:

(a) each indemnity or promise referred to in this Deed in favour of any of the State'sAssociates is held on trust by the State for the benefit of any of the State's Associatesfrom the date of this Deed; and

(b) the consent of the State's Associates referred to in clause 82.5(a) (Indemnity held ontrust) will not be required for any amendment to, or waiver of rights under, a ProjectDocument.

82.6 AmendmentsAny amendment to a Project Document must only be made in writing.

82.7 Surviving provisions(a) An indemnity given under this Deed survives the termination of this Deed.

(b) The obligations of the parties under clauses 28.2(b) (Removal of Advertising Signs atend of the Concession Period), 56.9 (Concessionaire Intellectual Property), 64.1(Records), 67 (Termination by Concessionaires), 71 (Handover at end of ConcessionPeriod), 78 (Disclosure) and 79 (Publicity) and any obligations which are expressed tosurvive termination of this Deed, will survive the termination of this Deed.

(c) Any rights or obligations accrued prior to the termination of this Deed or as a result ofan Event of Default survive termination of this Deed. The dispute resolutionprocedures in Part L (Dispute Resolution) survive termination of this Deed.

82.8 Severability of provisionsAny provision of this Deed that is prohibited or unenforceable in any jurisdiction is ineffectiveas to that jurisdiction to the extent of the prohibition or unenforceability. This does notinvalidate the remaining provisions of this Deed nor affect the validity or enforceability of thatprovision in any other jurisdiction.



82.9 No mergerThe rights and obligations of the parties will not merge on the completion of any transactioncontemplated by this Deed. They will survive the execution and delivery of any assignment orother document entered into for the purpose of implementing a transaction.

82.10 Contra proferentemIn the interpretation of this Deed, no rule of construction applies to the disadvantage of oneparty on the basis that it put forward this Deed or any part of it, except in relation to the ProjectScope, in which case the contra proferentem principle will apply in favour of the State on thebasis that the Project Scope was put forward by the Concessionaires and the State is therecipient of the benefits conferred in the Project Scope.

82.11 Cost of performing obligationsA party who has an obligation to do any thing under this Deed must perform that obligation atits own cost and expense, unless a provision of this Deed expressly provides otherwise.

82.12 Entire DeedThe Project Documents contain the entire agreement of the parties with respect to thetransactions contemplated by them. There are no understandings, agreements, warranties orrepresentations (express or implied) with respect to the transactions contemplated by the ProjectDocuments except for those referred to in them.

82.13 Further assuranceEach party must sign, execute, deliver and do all such acts and things as may reasonably berequired of it to carry out and give full effect to the Project Documents and the rights andobligations of the parties to them.

82.14 CounterpartsThis Deed may be executed in any number of counterparts and all counterparts taken togetherwill constitute one and the same instrument.

82.15 Governing Law and jurisdiction(a) This Deed will be governed by, and construed in accordance with, the laws of

Victoria.

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

82.16 Declaration of RoadThe State will:

(a) procure that the Leased Area is declared as a road for the purposes of the ProjectLegislation; and

(b) maintain that declaration until the Expiry Date.



Schedule 1 Definitions and interpretation

1. DefinitionsThe following words or phrases, where they appear in this Deed, have the following meaningunless the context requires otherwise:

Account has the meaning given to it in Schedule 4 (Toll Calculation Schedule).

Acquisition has the meaning given to it in the GST Law.

Act of Prevention means an act of prevention (which, if an omission, must be an omission in badfaith) of the State or any of its Associates which prevents, hinders or disrupts the Concessionairesin the implementation of the Project in accordance with the Project Documents, or the ability ofConnectEast to levy and collect tolls and fees as permitted by this Deed, unless:

(a) due to:

(i) a breach of a Transaction Document by, or the negligence or recklessness or otherconduct, of either Concessionaire or any of its Associates;

(ii) the occurrence of an event or the existence of a circumstance the risk of whichhas been accepted, or the occurrence of a matter or event the responsibility forwhich has been accepted, by either Concessionaire under the Project Documents;

(iii) the lack of legal capacity or corporate powers of, or breach of duty by, eitherConcessionaire;

(iv) an act of the State or any of its Associates in good faith and in the proper exerciseof a right granted by a Project Document;

(v) an act of the State or any of its Associates (including an act of SEITA under theSEITA Act or the Project Legislation) in the performance of a duty orrequirement imposed by Law;

(vi) an act taken in good faith which the State or any of its Associates is empoweredto take in the performance of a duty imposed by Law, but even if taken in goodfaith, this sub-paragraph (vi) would not apply to such an act if there was anotheract reasonably and practically available (and not materially more disadvantageousto the State or the relevant Associates) to fulfil the duty which, if taken, wouldnot have constituted an Act of Prevention or would have had an effect which wasmaterially less detrimental on the Concessionaires;

(b) it is an event set out in clauses 45.1(b), 45.1(c), 45.1(d), 45.1(e), 45.1(f), 45.1(g), 45.1(h)or 45.1(i) (Concessionaires to notify of Possible Key Risk Event);

(c) it is a matter referred to in paragraphs (e), (f), (g), (h) or (i) of the definition of Change inLaw; or

(d) it is a matter referred to in paragraphs (d), (e), (f), (g) or (h) of the definition ofDiscriminatory Change in State Law.

The term does not include a breach by the State or its Associates of an express obligation underthe Project Documents.

Actual Debt means the Financial Indebtedness of FinCo and the Concessionaires under theFinancing Documents.

Additional Amount has the meaning given to it in clause 51.2(b) (Additional professionalindemnity insurance).



Additional Urban Design Works means the urban design and landscaping works as provided forin section 4.2 of Appendix D6 (Urban and Landscape Design) and the drawings in Appendix D6(Urban and Landscape Design), and section 9 of Appendix D19 (Outline Community InvolvementPlan) of the Project Scope and Project Requirements not located on land set out in the PropertySchedule as at the date of this Deed.

Adjustment Event has the meaning given to it in the GST Law.

Adjustment Note has the meaning given to it in the GST Law.

Advertising Sign means a sign, advertisement or other form of visual display (but not including atraffic sign referred to in clause 28.1 (Traffic Signs)).

Affected Party means a person with an interest in land the subject of a Construction Licence,except where the provisions of Part 8 of the Project Legislation apply to that interest in land.

Agreed Timetable means the series of dates specified in the Property Schedule for the specifiedparcels of land identified in the Property Schedule to be made available for the purposes of theProject.

Agreement to Sub-Lease means an agreement between the Trustee and ConnectEast, in the formof Exhibit K (Agreement to Sub-Lease).

Amendment has the meaning given to it in clause 59.1(a) (No amendment without consent).

Annual Revenue Forecast Model means the Base Case Annual Revenue Forecast Model aschanged in accordance with this Deed.

Approval means any approval, determination, consent, licence, permit, accreditation,authorisation, registration, filing, notice, lodgement, notarisation, certificate, permission,direction, order, declaration, authority or exemption from any Authority or under any Law whichmust be obtained or satisfied:

(a) to perform the Construction Activities or the Operation Activities;

(b) in connection with the Project, the Leased Area, the Licensed Area or any other land usedor occupied by the Concessionaire for, or in connection, with the Project;

(c) for the use of the Works or the Temporary Works, including the use of the Freeway forthe safe, efficient and continuous passage of vehicles; or

(d) otherwise to comply with the Law.

Artefacts means any fossils, bones, artefacts, coins, articles of antiquity, structures or otherremains, or things or structures of a scientific, geological, historical, cultural, heritage,archaeological or Aboriginal nature or interest, or things otherwise of value.

Asset means an asset as referred to in the Project Scope and Project Requirements.

Asset Trust means the trust created by the Asset Trust Deed and named the ConnectEast AssetTrust.

Asset Trust Deed means the Constitution of the ConnectEast Asset Trust, dated 21 April 2004and executed by the Trustee.

Associate means, in relation to a person, any Related Body Corporate or Related Trust Entity (asapplicable) of that person or any officer, employee, agent or contractor of that person or thatRelated Body Corporate or Related Trust Entity to the extent that, that role is undertaken inconnection with the Project and:

(a) in the case of the State, includes SEITA, any other Government Agency of the State andany officer, employee, agent, contractor, consultant, nominee, licensee or adviser ofSEITA or any Government Agency of the State, but excludes any party to a TransactionDocument other than the State or a Government Agency of the State to the extent that,that role is undertaken in connection with the Project; and



(b) in the case of each Concessionaire, includes the other Concessionaire, any ConsortiumMember and any Related Body Corporate or Related Trust Entity (as applicable) orofficer, employee, agent, contractor, consultant, nominee, licensee or adviser of aConcessionaire or a Consortium Member (other than the State or any of its Associates) tothe extent that, that role is undertaken in connection with the Project.

Assumed Refinancing means a refinancing which complies with or does not contravene therelevant Refinancing Assumptions and includes a refinancing which:

(a) replaces debt which is due or about to fall due for repayment under the FinancingDocuments; or

(b) does not result in an increase in the principal amount of the Project Debt owing under theFinancing Documents, other than amounts owing for refinancing costs including anyswap reset and associated costs.

Assumed Transport Network Enhancement means a transport network enhancement referredto in Schedule 8 (Assumed Transport Network Enhancement).

Assumptions Book means, with respect to a model, the assumptions book provided as part of thatmodel under clause 3.2(f) (Models), as may be amended from time to time with the consent of theState.

AUDW Proposal has the meaning given in clause 11.3(g)(ii)(A) (If State does not make land forAdditional Urban Design Works available).

Australian Accounting Standards means, in relation to a body corporate, the accountingstandards within the meaning of the Corporations Act including other mandatory professionalreporting requirements and, where not inconsistent with those accounting standards and theCorporations Act, generally accepted accounting principles and practices in Australia consistentlyapplied by a body corporate or as between bodies corporate.

Authority means a Government Agency or Council.

Bank Base Case Model has the meaning given to it in Schedule 16 (Adjustments for Changes inBase Interest Rates).

Base Case Annual Revenue Forecast Model means the annual revenue forecast model for theProject, and the relevant Assumption Books and other assumptions and information, data files,run specification files and output analysis routines used by or incorporated in the annual revenueforecast model, prepared by the Concessionaire in the form provided to the State underclause 3.2(f) (Models).

Base Case Equity Return means with respect to the relevant class of Equity Funding theexpected real post vehicle, pre-investor tax internal rate of return which is projected at theCommencement Date to be received over the Concession Period by a Notional Initial EquityInvestor on its investment in, or provision of, that class of Equity Funding being:

(a) 9.55% in the case of IPO (allotment) Equity Funding referred to in paragraph 1.1 ofSchedule 13 (Equity Funding);

(b) 9.59% in the case of IPO (at call) Equity Funding referred to in paragraph 1.2 ofSchedule 13 (Equity Funding);

(c) 9.79% in the case of Contractor Deferred Equity Funding referred to in paragraph 2 ofSchedule 13 (Equity Funding);

(d) 9.88% in the case of Macquarie Deferred Equity Funding referred to in paragraph 3 ofSchedule 13 (Equity Funding); and

(e) in the case of any other class of Equity Funding, an amount as agreed between theState and the Concessionaire or as otherwise determined in accordance with clause 45(Key Risk Management Regime).



Base Case Financial Model means the financial model for the Project, and the relevantAssumptions Books and other assumptions and information, data files, run specification files andoutput analysis routines used by or incorporated in the financial model, prepared by theConcessionaire in the form provided to the State under clause 3.2(f) (Models).

Base Case Traffic Model means the traffic model for the Project, the relevant Assumptions Bookand other assumptions and information, data files, run specification files and output analysisroutines used by or incorporated in the traffic model, prepared by the Concessionaire in the formprovided to the State under clause 3.2(f) (Models).

Bid Process means the public bid process conducted by the State for the delivery of the Project.

Bill means a bill of exchange (as defined in the Bills of Exchange Act 1909 (Cth)) and anyreference to the drawing, acceptance or other dealing of or with a Bill is a reference to a drawing,acceptance or other dealing within the meaning of that Act.

Bond means each of the Construction Bond, the Operation Phase Bond and (if applicable) theHandover Bond.

Bond Return Date means for the:

(a) Construction Bond, the earlier of the:

(i) date on which the Construction Bond is required to be returned under clause3.4(c) (Conditions Precedent Deadline Date) (if applicable); and

(ii) last of the:

(A) date falling 1 month after the expiration of the last Defects LiabilityPeriod to expire;

(B) date falling 1 month after the correction of all Defects in the ReturnedFacilities; and

(C) date falling 1 month after the issue of the last Certificate of Close-Out,

provided however that if there are Claims or disputes outstanding with respect toany of the Returned Facilities at such later date, then the Bond Return Date forthe Construction Bond will be the date on which the last of those disputes to beresolved is resolved to the reasonable satisfaction of the State;

(b) Operation Phase Bond, the date falling 1 month after the end of the Concession Period;and

(c) Handover Bond, the date falling 1 month after the date of Proper Handover.

Business Day has the meaning given to it in the Project Legislation.

Bypass means DSB or that part of Ringwood Bypass which constitutes Returned Works (asapplicable).

Certificate of Close-Out means a certificate in the form set out in Exhibit O (Certificate ofClose-Out).

Certificate of Commencement has the meaning given to it in clause 3.5 (Certificate ofCommencement).

Certificate of Freeway Section Completion means a certificate in the form set out inExhibit P (Certificate of Freeway Section Completion).

Certificate of Tolling Completion means a certificate in the form set out in Exhibit Q(Certificate of Tolling Completion).

Certified Freeway Lease Survey Plan has the meaning given to it in clause 12.2(a)(i)(B)(Certified Freeway Lease Survey Plan).



Change in Control means:

(a) a change in the majority shareholding, majority unit holding, or other majority equityinterests of an entity or any entity which is a Holding Entity of the entity;

(b) any other event such that a change occurs in the Control of an entity, or of any HoldingEntity, from that which existed at the date of this Deed (whether occurring at one time orthrough a series or succession of transactions);

(c) a change in the corporate structure or constituent documents of an entity, or of anyHolding Entity, which results in a person other than the shareholders, unit holders orother equity investors of the entity or the Holding Entity as at the date of this Deed:

(i) Controlling the composition of the board of directors of the entity;

(ii) Controlling the power to appoint a trustee or manager of a trust;

(iii) Controlling the voting power of the board of directors or any class ofshareholders or unit holders or other equity investors of the entity, or both;

(iv) holding more than one half of the issued share capital, units in a trust or otherequity interests (either beneficially or otherwise) of the entity; or

(d) in the case of a trust, a change in the manager or trustee of that trust, except, in each case,the replacement of a trustee with another trustee controlled by Holding Trust orInvestment Trust or a change in custodian where the new custodian is appointed by thetrustee or responsible entity of the Holding Trust, the Investment Trust or ConnectEastInvestment Trust 2 to act as custodian of the relevant trust.

Change in Law means:

(a) a change in Law existing as at the Commitment Date;

(b) the enactment of a new Law after the Commitment Date; or

(c) a change in the judicial interpretation of an existing Law, after the Commitment Date,

but does not include:

(d) a change in Tax other than a Change in Relevant Tax;

(e) a change in relation to Part IVAA of the Wrongs Act 1958 (Vic) or its application which:

(i) limits or eliminates the impact of that Part on the legal risk allocation under theTransaction Documents as between all of the parties to the TransactionDocuments (as at the date of this Deed) in so far as that legal risk allocation, ineach case, relates to the Project (whether or not it has a wider application to otherpersons or risks); and

(ii) is not expressed to apply differently to the different parties to the TransactionDocuments,

provided that any such change to the extent that it expressly seeks to change the riskallocation as between users of the Freeway and any parties to a Transaction Documentand does not take effect more broadly than the Victorian toll road sector will not be takento be excluded from the definition of Change in Law by virtue of this paragraph (e);

(f) a change in relation to Division 2 or 3 of Part 6 of the Road Management Act in so far asthat change permits in whole or part:

(i) a Claim of the State or its Associates; or

(ii) a Liability of the Concessionaire or its Associates to the State or its Associates,

in connection with the Project which would have been permitted had those Divisions as atthe Commitment Date not existed;



(g) any amendment to the Project Legislation to:

(i) make clear that the DSB Aspects of the Project are included in the Project; or

(ii) give effect to the enforceability of the KPI Regime;

(h) a change in relation to Divisions 2 and 3 of Part 9 of the Project Legislation whichprovides for a Two-Stage Demand Process in place of the single demand contemplated byDivision 2 of Part 9 of the Project Legislation:

(i) attaching to each demand such terms, conditions, processes and procedures(including nomination rights and time periods) as considered reasonablynecessary by the State to implement a Two-Stage Demand Process so long as,with respect to each demand, those terms, conditions, processes and procedures(including nomination rights and time periods) are not inconsistent with thoseapplying to a demand under section 200 of the Project Legislation as at the dateof this Deed; and

(ii) such that the owner of the vehicle driven, or a person who drives a vehicle on theFreeway is not guilty of an offence unless the relevant tolls and administrationfees are not paid before the end of the process (including the nomination process)applicable to the later demand; or

(i) unless the parties otherwise agree, a change in so far as that change permits the State inwhole or part to:

(i) effect, or require the granting of, any licences in the Tolling System as arerequired;

(ii) effect, or require the provision or making available of, any materials, information,assistance, rights, access or personnel as are necessary,

by any person who has any Intellectual Property Rights in the Tolling System so as toenable either:

(iii) the Concessionaires to fully and properly grant the licences granted under, andperform all the Concessionaries' obligations required to be performed under, theIP Licence Deed and the Escrow Agreement; or

(iv) the provision of equivalent rights (subject to any equivalent obligations andrestrictions), as referred to in paragraph (iii) directly to the State or its nominee.

Change in Relevant Tax means a change occurring after the date of this Deed (other than such achange which had been announced before the Commitment Date) in the rate, incidence, basis ofcharge or other provisions applicable to any Relevant Tax as a result of which a Concessionairebecomes obliged to pay or account for any Relevant Tax (or increased amount of any RelevantTax) which at the Commitment Date does not exist or does not affect that Concessionaire, less theamount of any Relevant Tax which that Concessionaire has ceased to be obliged to pay or accountfor and reduction in the amount of any Relevant Tax which that Concessionaire is obliged to payor account for since the Commitment Date.

Claim includes any claim, Proceeding, cause of action, action, demand or suit (including by wayof contribution or indemnity).

Clean Up Notice means any notice or direction under the Environment Protection Act 1970 (Vic)or any other legislation requiring a person to take measures to remove, disperse, destroy, disposeof, neutralise, treat, or otherwise test or monitor, any Contamination, in on, under or emanated oremanating from the Licensed Area, the Leased Area or any other land used or occupied by eitherConcessionaire, its Associates or their sub-contractors for the Project.

Close-Out means that stage in the performance of the Construction Activities in relation to aSection when the Close-Out Works have been completed in accordance with this Deed.



Close-Out Works means the balance of the Construction Activities in relation to a Sectionremaining to be performed after Tolling Completion in accordance with this Deed, including allmatters which have been identified by the Independent Reviewer in a Certificate of TollingCompletion.

Code of Practice for the Construction Industry means the Victorian Code of Practice for theBuilding and Construction Industry prepared by the Department of Infrastructure for the Victoriangovernment dated March 1999, as may be amended or reissued from time to time.

Commencement Date means the date on which the last of the Conditions Precedent to besatisfied or waived was satisfied or waived as certified in the Certificate of Commencement.

Commissioner of Taxation has the meaning given to it in the GST Law.

Commissioning Tests means the commissioning tests specified in the Project Scope and ProjectRequirements.

Commitment Date means 30 September 2004.

Commonwealth means the Commonwealth of Australia.

Community Involvement Plan means a community involvement plan which complies with therequirement of this Deed for such a plan.

Compensable Enhancement has the meaning given to it in clause 40.2(a) (Meaning).

Completion and Commissioning Plan means a completion and commissioning plan whichcomplies with the requirements of this Deed for such a plan.

Compliance Certificate means the certificate referred to in clause 56.8 (Compliance Certificate)and in the form set out in Exhibit R (Compliance Certificate).

Concession Period means the period beginning on the Commencement Date and ending on thedate referred to in clause 4.2 (Expiry Date).

Concessionaire Appointee has the meaning given to it in clause 2.3(g)(i) (Processes andconsents).

Concessionaire Change in Control Notice has the meaning given to it in clause 58.1(b)(Concessionaire Change in Control).

Concessionaire Intellectual Property means the Proprietary Documentation and all otherIntellectual Property Rights which either or both Concessionaires use, maintain or provide inconnection with the Project, including the undertaking of the Works, the Temporary Works, theConstruction Activities or the Operation Activities (but excluding the Tolling System).

Concessionaire's Modification Notice has the meaning given to it in clause 37.3(Concessionaires' Modification Notice).

Concessionaires Non Monetary Consideration Supplies has the meaning given to it in clause42.6(a) (Non Monetary Consideration Supplies).

Condition Precedent means each of the conditions precedent in clause 3.2 (ConditionsPrecedent).

Conditions Precedent Deadline Date means:

(a) in respect of each of the Conditions Precedent in clauses 3.2(a)-(j) (ConditionsPrecedent), the date which is 25 Business Days after the date of this Deed; and

(b) in respect of the Condition Precedent in clause 3.2(k) (Disclosure Document), the datewhich is two Business Days after the date of this Deed,

in each case, as that date may be extended by the State.

ConnectEast Holding 2 Pty Ltd means ConnectEast Holding 2 Pty Ltd (ACN 108 737 006) ofLevel 11, 1 Martin Place, Sydney, New South Wales, Australia.



ConnectEast Investment Trust 2 means the trust created by the Constitution of the ConnectEastInvestment Trust 2, dated April 2004 and executed by the Responsible Entity and namedConnectEast Investment Trust 2.

Consideration has the meaning given to it in the GST Law.

Consortium Details means, in respect of each Consortium Member and each Concessionaire:

(a) its business address;

(b) its registered office;

(c) its Australian Business Number and whether it is registered for GST purposes;

(d) the names of its directors, the company secretary and the chief executive (or equivalent);

(e) the name of its auditor;

(f) any business or trading name under which it operates;

(g) the identity of all persons who have a Relevant Interest in 20% or more of its shares,stock (as to votes or paid up value) or interests in a managed investment scheme;

(h) all persons which Control it; and

(i) a certified copy of its certificate of incorporation and constitution (or other constituentdocuments).

Consortium Member means any of:

(a) FinCo;

(b) Asset Trust;

(c) Holding Trust;

(d) Investment Trust;

(e) the Responsible Entity;

(f) the Custodian;

(g) ConnectEast Investment Trust 2; and

(h) ConnectEast Holding 2 Pty Ltd.

Construction Activities means, in relation to a Concessionaire, all things and tasks which thatConcessionaire is, or may be, required to do:

(a) arising out of or in connection with the design, construction and commissioning of itsWorks and its Temporary Works; or

(b) otherwise to comply with its obligations under this Deed with respect to its Works and itsTemporary Works,

but excluding the Operation Activities.

Construction Bond means the bond or bonds provided to the State under clause 3.2(c)(Construction Bond) or (as applicable) any bond replacing either one or both of those bonds.

Construction Bond Amount means the amount referred to in clause 3.2(c) (Construction Bond)reduced on the first occurring Construction Bond Reduction Date to $43,785,000 and furtherreduced on the second occurring Construction Bond Reduction Date to $21,892,500.

Construction Bond Reduction Date means, as applicable, the:

(a) date falling 1 month after the issue of the last Certificate of Tolling Completion; and

(b) date falling 1 month after the issue of the last Certificate of Close-Out.



Construction Contract means the Original Construction Contract and any other contract oragreement between either or both of the Concessionaires and a Construction Contractor toundertake all, or substantially all, of the Construction Activities.

Construction Contractor means the Original Construction Contractor and any person who inaddition or substitution is engaged by either or both of the Concessionaires to undertake all, orsubstantially all, of the Construction Activities.

Construction Deed of Guarantee means the guarantee of the obligations of the OriginalConstruction Contractor in favour of the Concessionaires given in the document referred to inparagraph 1 of Schedule 15 (Original Credit Support Documents), and any replacement of thatguarantee or any additional contract or agreement between a Concessionaire or theConcessionaires and the Construction Guarantor.

Construction Guarantor means Leighton Holdings Limited (ABN 57 004 482 982) and anyperson who in addition or substitution guarantees the obligations of the Construction Contractorunder the Construction Contract.

Construction Licence means any licence granted under clause 11.6(a) (Construction Licence) inrespect of any of the Works or the Temporary Works.

Construction Milestone means a completion or achievement of a stage of the ConstructionActivities described in Schedule 10 (Construction Milestones).

Construction Package has the meaning given to it in clause 62.5(b)(ii)(B) (Design Plan andConstruction Plan).

Construction Plan means a construction plan which complies with the requirements of this Deedfor such a plan.

Construction Tripartite Agreement means an agreement between the State, theConcessionaires, the Original Construction Contractor and any other persons expressed to beparties to it in the form of Exhibit H (Construction Tripartite Agreement), as that form may beamended prior to the date of this Deed by agreement between the State and the Concessionaires.

Contamination means a condition of land, soil or water, including groundwater, resulting frompast or present Pollution and shares any or all of the characteristics of Pollution.

Contractor means:

(a) the Construction Contractor;

(b) the Operator;

(c) any Customer Service Contractor; and

(d) any other person agreed by the parties.

Contractor Change in Control Notice has the meaning given to it in clause 58.3(b) (ContractorChange in Control).

Control has the meaning given to it under section 50AA of the Corporations Act.

Controlling Unit Holder means, in respect of any trust or managed investment scheme, anyentity which:

(a) Controls the trust or managed investment scheme (either directly or through one or moreintermediary entities or trusts);

(b) is in a position to cast, or Control the casting of, more than one-half of the maximumnumber of votes that might be cast at a meeting of unit holders of the trust or managedinvestment scheme (either directly or through one or more intermediary entities or trustsor managed investment scheme);

(c) holds more than half of the units in the trust or managed investment scheme.



Corporations Act means the Corporations Act 2001 (Cth).

Cost has the meaning given to it in clause 42.5 (Cost exclusive of GST).

Cost-Based Amendment has the meaning given to it is clause 34.6(f)(ii) (Cost-BasedAmendment).

Cost-Based User Charge means a User Charge specified in Part 5.3 (Cost-Based User Charges)of Schedule 4 (Toll Calculation Schedule).

Council has the meaning given to it in the Project Legislation.

CPI has the meaning given to it in clause 80 (CPI).

Credit Change means, with respect to an Equity Investor:

(a) if it (or its guarantor or underwriter) is rated:

(i) by Moody's Investors Service, that rating falls below A3;

(ii) by Standard & Poor's Australia, that rating falls below A-; or

(iii) by both Moody's Investors Service and Standard & Poor's Australia, either ofthose ratings fall below the level referred to in sub-paragraphs (i) or (ii), asapplicable; or

(b) if it (or its guarantor or underwriter) is unrated or ceases to be rated, and in thereasonable opinion of the State, one or more events occur (whether or not before theEquity Investor ceased to be rated, if applicable), which cause a change which is bothmaterial and detrimental to the financial standing or credit worthiness of the EquityInvestor (or its guarantor or underwriter as applicable) and which affects the ability ofthe Equity Investor (or its guarantor or underwriter, as applicable) to perform itsfinancial or other obligations under the Equity Documents,

and the Equity Investor fails to procure a guarantee, letter of credit, or other credit support from aperson and in form and substance which is acceptable, in the reasonable opinion of the State, forthe performance of its financial obligations under the Equity Documents within 5 Business Daysof the State's notice to the Concessionaires requesting the guarantee, letter of credit or other creditsupport.

Credit Support Document means any agreement or contract relating to any guarantee, letter ofcredit, performance bond, Security Interest or other form of credit support provided to either orboth of the Concessionaires in respect of the obligations of a Contractor under a ConstructionContract, Operation and Maintenance Agreement or Customer Service Contractor by a RelevantEntity under a Material Agreement including each Original Credit Support Document.

Critical Infrastructure Protection Plan means a critical infrastructure protection plan whichcomplies with the requirements of this Deed for such a plan.

Current Project Payments means, in respect of any Payment Period, as at the Payment Date:

(a) the cash costs due and payable by ConnectEast to third parties but not yet paid, oraccrued during that Payment Period but not yet due and payable, in respect ofperforming the Operation Activities during that Payment Period (other thandiscretionary capital expenditure not committed before the start of the Payment Periodand not included in the calculation of the required balance of the Maintenance andRepairs Account for the Payment Period unless otherwise agreed with the State for thepurposes of this definition);

(b) the amounts due and payable by FinCo but not yet paid in respect of Actual Debtunder the Financing Documents in respect of the Payment Period; and

(c) any payments due and payable by the Concessionaires to the State or its Associatesunder this Deed but not yet paid in respect of the Payment Period, but excluding anyamounts payable by a Concessionaire in connection with any failure of a



Concessionaire to comply with its obligations under a Project Document or the ProjectLegislation.

Custodian means Trust Company of Australia Limited (ABN 59 004 027 749) of Sydney, NSW,Australia.

Customer means:

(a) in respect of ConnectEast, any person who is a party to a then current CustomerContract governing the arrangements for use of, or the entitlement to use the Freewayor any part of the Freeway by one or more vehicles in accordance with the terms ofthat Customer Contract; and

(b) in respect of another Toll Road Service Provider, any person who is currentlyregistered with or is a party to a current arrangement with that Toll Road ServiceProvider governing the arrangements for the use of, or the entitlement to use therelevant Toll Road by one or more vehicles in accordance with the terms of thatarrangement.

Customer Complaint has the meaning given to it in clause 34.7 (Dealing with CustomerComplaints).

Customer Contract means, in respect of each Nominated Tolling Product, the contract, thatcomplies with clause 34.6(a)(i) (Terms of Customer Contract).

Customer Contract Amendment has the meaning given in clause 34.6(d)(i) (Customer ContractAmendment).

Customer Service Audit has the meaning given to it in clause 34.9(a) (Annual audit).

Customer Service Auditor has the meaning given to it in clause 34.9(b)(i) (Customer ServiceAuditor).

Customer Service Contract means any contract or agreement between a Concessionaire or theConcessionaires and a Customer Service Contractor.

Customer Service Contractor means any person to whom ConnectEast sub-contracts all or anypart of its obligations under Part F (Tolling) of this Deed.

Customer Service Deed of Guarantee means any contract or agreement between aConcessionaire or the Concessionaires and a Customer Service Guarantor.

Customer Service Guarantor means any person who guarantees the obligations of a CustomerService Contractor under a Customer Service Contract.

Customer Service Practice Requirements means the provision of customer services adoptingpractices required to achieve a result consistent with Law, reliability, safety, consumer protectionand the requirements of this Deed, including everything necessary to ensure that the principle ofcontinuous improvement is adhered to, including continually improving the accuracy, standardsand quality of customer services to a standard at least equivalent to the standard at which otherservices in other sectors are typically provided to the general public at large.

Customer Service Roll Out Program means a detailed program which complies withclause 34.1(b) (Requirements for Customer Service Roll Out Program) and addresses the concerns(if any) raised by the Independent Reviewer in any notice given by the Independent Reviewerunder clause 34.2(b) (Notice of non-compliance).

Customer Services has the meaning given to it in clause 34.4 (Customer Services).

Date of Close-Out means, for a Section, the date on which Close-Out was achieved:

(a) as certified in the Certificate of Close-Out for that Section; or

(b) if a dispute in relation to a Certificate of Close-Out is referred for determination inaccordance with the dispute resolution procedures set out in Part L (Dispute Resolution),as so determined.



Date of Freeway Section Completion means, for a Section, the date on which Freeway SectionCompletion was achieved:

(a) as certified in the Certificate of Freeway Section Completion for that Section; or

(b) if a dispute in relation to a Certificate of Freeway Section Completion is referred fordetermination in accordance with the dispute resolution procedures set out in Part L(Dispute Resolution), as so determined.

Date of Tolling Completion means, for a Section, the date on which Tolling Completion wasachieved:

(a) as certified in the Certificate of Tolling Completion for that Section; or

(b) if a dispute in relation to a Certificate of Tolling Completion is referred for determinationin accordance with the dispute resolution procedures set out in Part L (DisputeResolution), as so determined.

Day 1 Base Case Annual Revenue Forecast Model means the annual revenue forecast modelfor the Project, and the relevant Assumption Books and other assumptions and information, datafiles, run specification files and output analysis routines used by or incorporated in the annualrevenue forecast model, prepared by the Concessionaire in the form agreed with the State andinitialled for identification by the legal advisers of each party.

Day 1 Base Case Financial Model means the financial model for the Project, and the relevantAssumptions Books and other assumptions and information, data files, run specification files andoutput analysis routines used by or incorporated in the financial model, prepared by theConcessionaire in the form agreed with the State and initialled for identification by the legaladvisers of each party.

Day 1 Base Case Traffic Model means the traffic model for the Project, the relevantAssumptions Book and other assumptions and information, data files, run specification files andoutput analysis routines used by or incorporated in the traffic model, prepared by theConcessionaire in the form agreed with the State and initialled for identification by the legaladvisers of each party.

Day 1 Clauses has the meaning given to it in clause 3.1 (Commencement of obligations).

Day 1 Design means the Concept Design (as defined in the Project Scope and ProjectRequirements) as at the date of this Deed.

Debt Profile means, the debt profile as specified in Schedule 11 (Debt Profile).

Deed means this deed.

Deed of Guarantee means each of the Construction Deed of Guarantee, the Operating Deed ofGuarantee and the Customer Service Deed of Guarantee.

Default Rate means a rate equivalent to 2% per annum above the base lending rate or base rate(or similar expression) published by the National Australia Bank Limited (or such other bank asthe State may, after consultation with the Concessionaires, notify from time to time) during anyperiod in which an amount payable under this Deed remains unpaid.

Defect means any:

(a) defect, error, omission, deficiency or other imperfection in the Works or the TemporaryWorks; or

(b) aspect of the Construction Activities which is not in accordance with this Deed.

Defects Liability Period means a period referred to in clause 23.5 (Duration of Defects LiabilityPeriods).

Demand Period has the meaning given to it in clause 33.7(c)(i)(Demands).

Demand Trip has the meaning given to it in clause 33.7(c)(i) (Demands).



Design and Construction Best Practices includes design, construction, commissioning andrepair practices performed with the due skill, care and diligence which may reasonably beexpected of a skilled professional person suitably qualified in the performance of obligationssimilar to the Concessionaires' obligations under this Deed so as to achieve a result consistentwith Law, reliability, safety, protection of the Environment and the requirements of this Deed.

Design and Construction Management Plan means a design and construction management planwhich complies with the requirements of this Deed for such a plan.

Design and Construction Program means the current design and construction program preparedby the Concessionaires under clause 17 (Design and Construction Program) and updated underclause 17.3 (Updating the Design and Construction Program).

Design Consultant means, at any time, the person then appointed as design consultant by or onbehalf of the Concessionaires in accordance with clause 8 (Proof Engineer and ConstructionVerifier, Design Consultant and Quality Assurance Auditor).

Design Consultant Deed of Appointment means, at any time, the contract or agreement betweenthe Design Consultant and the Concessionaires, among other matters, setting out the rights andobligations of the Design Consultant in connection with the performance of the ConstructionActivities.

Design Documentation means such plans, drawings, specifications and other designdocumentation (including design standards, design or durability reports, models, samples andcalculations) in computer readable and written forms prepared by or on behalf of a Concessionaireunder clause 18 (Design) for the purposes of the construction of its Works and its TemporaryWorks.

Design Package has the meaning given to it in clause 62.5(b)(ii)(A) (Design Plan andConstruction Plan).

Design Plan means a design plan which complies with the requirements of this Deed for such aplan.

Determined Handover Costs has the meaning given to it under clause 71.1(f)(ii)(A) (State toreimburse ConnectEast).

Diligent Pursuit means diligent pursuit assessed or determined in accordance with Part 2.2(Diligent Pursuit) of this Schedule 1 (Definitions and Interpretation).

Disclosed Information means all information of whatever nature that is obtained by or on behalfof a Concessionaire, its Associates or their sub-contractors, from the State, its Associates or anyperson acting on behalf of or associated with any of them including:

(a) the Expression of Interest;

(b) the document called the 'Proponent Deed' signed by the State and one or moreConcessionaires, among others;

(c) the RFP and all documentation issued in connection with the Bid Process including theOutline Scope and Project Requirements, the Reference Design and the other InformationDocuments (as defined in the RFP);

(d) all material disclosed in presentations by or on behalf of the State, its Associates or anyperson acting on behalf of or associated with any of them in connection with the Project;

(e) all discussions and negotiations between the State, its Associates or any person acting onbehalf of or associated with any of them on the one hand and a Concessionaire, itsAssociates or their sub-contractors on the other hand, relating to the Project or theTransaction Documents; and

(f) any other information disclosed to, or obtained by or on behalf of, a Concessionaire, itsAssociates or their sub-contractors, from the State, its Associates or any person acting onbehalf of or associated with any of them or which is otherwise acquired by or on behalf



of, or comes to the knowledge of, a Concessionaire, its Associates or their sub-contractors, whether the information is in oral, visual or written form or is recorded in anyother medium (including all information contained on CD Rom).

Disclosure has the meaning given to it in clause 52.4(a)(ii) (Notice of Disclosure).

Disclosure Circumstances means the facts or circumstances giving rise to a Disclosure.

Disclosure Document has the meaning given to it in the Underwriting Agreement referred to inparagraph C2 of Schedule 12 (Transaction Documents).

Discriminatory Change in State Law means:

(a) a change in a State statute or regulation existing as at the Commitment Date;

(b) the enactment of a new State statute or promulgation of a new State regulation after theCommitment Date; or

(c) a change in the way an existing State statute or regulation is applied, or in theinterpretation of an existing State statute or regulation, brought about by a change inanother existing State statute or regulation or the enactment of a new State statute orpromulgation of a new State regulation which directly affects the application orinterpretation of that State statute or regulation after the Commitment Date,

and which specifically and only affects the Project or the Project together with any other privatelyowned and operated Toll Roads in Victoria, but does not include:

(d) a change in relation to Part IVAA of the Wrongs Act 1958 (Vic) or its application which:

(i) limits or eliminates the impact of that Part on the legal risk allocation under theTransaction Documents as between all of the parties to the TransactionDocuments (as at the date of this Deed) in so far as that legal risk allocation, ineach case, relates to the Project (whether or not it has a wider application to otherpersons or risks); and

(ii) is not expressed to apply differently to the different parties to the TransactionDocuments,

provided that any such change to the extent that it expressly seeks to change the riskallocation as between users of the Freeway and any parties to a Transaction Documentand does not take effect more broadly than the Victorian toll road sector will not be takento be excluded from the definition of Discriminatory Change in State Law by virtue ofthis paragraph (d);

(e) a change in relation to Division 2 or 3 of Part 6 of the Road Management Act in so far asthat change permits in whole or part:

(i) a Claim of the State or its Associates; or

(ii) a Liability of the Concessionaire or its Associates to the State or its Associates,

in connection with the Project which would have been permitted had one or more of thesections in those Divisions as at the Commitment Date not existed;

(f) any amendment to the Project Legislation to:

(i) make clear that the DSB Aspects of the Project are included in the Project; or

(ii) give effect to the enforceability of the KPI Regime;

(g) a change in relation to Divisions 2 and 3 of Part 9 of the Project Legislation whichprovides for a Two-Stage Demand Process in place of the single demand contemplated byDivision 2 of Part 9 of the Project Legislation:

(i) attaching to each demand such terms, conditions, processes and procedures(including nomination rights and time periods) as considered reasonably



necessary by the State to implement a Two-Stage Demand Process, so long as,with respect to each demand, those terms, conditions, processes and procedures(including nomination rights and time periods) are not inconsistent with thoseapplying to a demand under section 200 of the Project Legislation as at the dateof this Deed; and

(ii) such that the owner of a vehicle driven, or a person who drives a vehicle on theFreeway is not guilty of an offence unless the relevant tolls and administrationfees are not paid before the end of the process (including the nomination process)applicable to the later demand; or

(h) unless the parties otherwise agree, a change in so far as that change permits the State inwhole or part to:

(i) effect, or require the granting of, any licences in the Tolling System as arerequired;

(ii) effect, or require the provision or making available of, any materials,information, assistance, rights, access and personnel as are necessary,

by any person who has any Intellectual Property Rights in the Tolling System so as toenable either:

(iii) the Concessionaries to fully and properly grant the licences granted under, andperform all the Concessionaires' obligations required to be performed under, theIP Licence Deed and the Escrow Agreement; or

(iv) the provision of equivalent rights (subject to equivalent obligations andrestrictions) as referred to in paragraph (iii) directly to the State or its nominee.

Dispute has the meaning given to it in clause 72.1(a) (Disputes).

Dispute Resolution Appointee has the meaning given to it in clause 2.3(j)(ii) (DisputeResolution).

Distribution means any:

(a) dividend, return of capital, or other distribution or payment (in cash or in kind) inrespect of any Equity Funding or other share capital or unit holding in a Concessionaire(or any Related Body Corporate or Related Trust Entity of a Concessionaire) orshareholder loans (or other loans in the nature of equity funding) to, or for the benefit of,a Concessionaire (or a Related Body Corporate or Related Trust Entity of aConcessionaire);

(b) release of any actual or contingent liability of any Equity Investor (or any Related BodyCorporate or Related Trust Entity of any Equity Investor);

(c) payment, loan or transfer of any assets to any Equity Investor (or any Related BodyCorporate or Related Trust Entity of any Equity Investor) which is not on arms lengthcommercial terms; or

(d) surrender of losses or other amounts available for group relief unless full payment of anamount equal to the amount surrendered multiplied by the corporate tax rate is made atthe date of the surrender.

DSB means the Local Road (and its intersections and interchanges with other Local Roads and theFreeway) between Perry Road at Keysborough and the South Gippsland Highway at DandenongSouth.

DSB Aspects of the Project means the Construction Activities, Works, Temporary Works,Operation Activities or Facilities to the extent that they relate to DSB (as depicted in the Day 1Design).



Early Termination Amount means the amount calculated in accordance with the formulacontained in Schedule 2 (Early Termination Amount) and which otherwise complies with therequirements set out in that schedule.

EES Event means:

(a) a delay to the Project (other than the DSB Aspects of the Project) of more than 6 monthsdue to the relevant Minister under the Environment Effects Act 1978 (Vic) requiring anenvironment effects statement to be prepared under the Act in respect of all or part ofthe Project; or

(b) the relevant Minister under the Environment Effects Act 1978 (Vic) requiring anenvironment effects statement to be prepared for the DSB Aspects of the Project andsuch assessment being unresolved 18 months after the Commencement Date,

except to the extent that:

(c) it is due to the Concessionaires' non-compliance with their obligations under this Deed;or

(d) it is in relation to any departure from the Day 1 Design.

Eligible Customer has the meaning given in Part 9.2 of Schedule 5 (Key Performance Indicatorsand KPI Credits).

Emergency Exercise has the meaning given to it in clause 32.1(a) (Frequency).

Emergency Order Remediation Plan has the meaning given to it in clause 19.2(i)(ii)(Emergency order).

Emergency Services means Victoria Police, the Metropolitan Fire and Emergency ServicesBoard, the Country Fire Authority, State Emergency Service, the Metropolitan AmbulanceService and any other State emergency service that may be required to attend to an emergency onor near the Freeway.

Enforcement Allowance Amount has the meaning given to it in clause 33.7(f)(v) (EnforcementProceeds).

Environment means the physical factors of the surroundings of human and non-human lifeforms, including without limitation the land, soil, plants, habitat, waters, atmosphere, climate,sounds, odours, tastes, biodiversity and the social and aesthetic values of landscape.

Environmental Hazard means a state of danger to human beings or the Environment whetherimminent or otherwise resulting from the location, storage, handling or release of any substancehaving toxic, corrosive, flammable, explosive, infectious or otherwise dangerous characteristics.

Environmental Law means any Law relating to the Environment including any Law relating toland use, planning, pollution of air, water, soil or ground water, chemicals, waste, the use oftransport, the storage and handling of dangerous goods, the health or safety of any person, or anyother matters relating to but not limited to the protection of the Environment, health or property.

Environmental Management Plan means an environmental management plan complying withthe requirements of this Deed for such a plan.

Environmental Requirement has the meaning given to it in the Project Scope and ProjectRequirements.

EPBC Act means the Environmental Protection and Biodiversity Conservation Act 1999 (Cth).

EPBC Approval means the conditional approval dated 7 May 2003 for the southern section ofthe Reference Design by the Minister for Environment pursuant to Part 9 of the EnvironmentalProtection and Biodiversity Conservation Act 1999 (Cth).

EPBC Event means:



(a) a delay to the Project (other than the DSB Aspects of the Project) due to a personexercising a right under the EPBC Act in respect of all or a substantial part of theProject in a manner that has a material impact on the Construction Activities; or

(b) the outcome of any referral of the DSB Aspects of the Project to the Minister forEnvironment and Heritage under the EPBC Act being unresolved 18 months from thedate of referral as a result of the time taken to obtain the Minister's approval under theEPBC Act, including a person exercising a right under the EPBC Act in relation to theDSB Aspects of the Project,

except to the extent that:

(c) it is due to the Concessionaires' non-compliance with their obligations under this Deed;or

(d) it is in relation to any departure from the Day 1 Design or any subsequent departurefrom the Concept Design (as defined in the Project Scope and Project Requirements).

Equipment Leasing has the meaning given to it under clause 59.5(b) (Notice of proposedEquipment Leasing).

Equity Documents means the documents listed in Part C of Schedule 12 (TransactionDocuments).

Equity Funding means, at any time, units, shares and shareholder loans which are specified inSchedule 13 (Equity Funding) and assumed to be provided at the times and in the amounts set outin Schedule 13 (Equity Funding), provided however, that Equity Funding includes any otherequity, financial arrangement, security or option issued by, or provided to, the Concessionaireswhich the State has elected to adopt as a Equity Funding or which has been contributed as aredress for any Possible Key Risk Event.

Equity Investor means each person who has provided or agreed to provide Equity Funding.

Equity Return means with respect to the relevant class of Equity Funding the expected real postvehicle, pre-investor tax internal rate of return which is reasonably projected to be received overthe Concession Period by a Notional Initial Equity Investor on its investment in, or provision of,that class of Equity Funding (assuming no early termination or extension of the ConcessionPeriod other than extension of the Concession Period made before the relevant time) and assessedhaving regard to amounts actually distributed or paid in respect of Equity Funding.

Escrow Agent means Brambles Australia Limited (ABN 79 000 164 938) as Australian EscrowServices and any person who enters into an Escrow Agreement in accordance with the IP LicenceDeed.

Escrow Agreement means the Original Escrow Agreement, any replacement of the OriginalEscrow Agreement or any substitute contract or arrangement between the State, ConnectEast andthe Escrow Agent.

Estimated Handover Costs Amount has the meaning given to it in clause 71.1(d)(ii)(A)(ConnectEast's obligations).

Event of Default has the meaning given to it in clause 65.1 (Events of Default).

Exempt Vehicle means:

(a) a police vehicle;

(b) an ambulance;

(c) a fire service unit;

(d) a State Emergency Service vehicle;

(e) a vehicle of the Australian Defence Force conveying any of its members or propertywhile on march or duty; or



(f) a vehicle being utilised in the performance of emergency services under authority of astatute or the State.

Exemption has the meaning given to it in clause 61.3(b) (Application of Project Legislation).

Expiry Date is 30 November 2043.

Expression of Interest means the document entitled 'Invitation for Expressions of Interest' issuedby the State on 1 May 2003 in relation to the Project.

Extended Project Area has the meaning given to it in the Project Legislation.

Extension Event means any of the following:

(a) an Act of Prevention;

(b) a breach of any Project Document by the State or SEITA, or a breach of any obligationowed to the Concessionaire by the State (solely in its capacity as a contracting partyunder this Deed) under any Law;

(c) Industrial Action directed at the Project where it can be reasonably demonstrated by or onbehalf of the Concessionaire that the Industrial Action results from an act or omission ofthe State or its Associates directly in relation to the Project;

(d) a Modification under clause 37 (Modifications) (but only to the extent of the extension oftime agreed or determined in accordance with clause 37 (Modifications) and excludingany Concessionaire initiated Modification under clause 37.14 (Concessionaires initiatedModification));

(e) a Proximate State Work under clause 36.4 (Proximate State Work) (but only to the extentof the extension of time agreed or determined in accordance with clause 36.4 (ProximateState Work));

(f) any:

(i) Unexpected Pollution, fire, flood (not including a flood which would nothave occurred had the Works and the Temporary Works been entirelydesigned and constructed to address floods of a level specified in the ProjectScope and Project Requirements, or in the absence of such specification, alevel that might at the date of this Deed be expected to occur once in every50 years), hurricane, explosion, earthquake, natural disaster, sabotage, act ofa public enemy, war (declared or undeclared), revolution or act of terrorism;or

(ii) riot, blockade, or other civil commotion which:

(A) results from an act by the State or its Associates directly in relationto the Project; or

(B) forms part of an organised campaign in opposition to theimplementation of the Project or a part of it or the implementationby the State of other projects or policies,

where the Concessionaire can demonstrate that all reasonable preventative measures havebeen taken by it to minimise the effects of such event and that the occurrence of suchevent did not result from the Concessionaire breaching the Project Documents;

(g) a court makes a ruling relating solely to Laws which it is in the legislative power of theState to change which delays the Concessionaire from undertaking all, or substantially all,of the Project except where the decision is caused by or results from the Concessionairesacting in breach of the Project Documents or from an event or circumstance theoccurrence or existence of which reflects the crystallisation of a risk accepted (orresponsibility for which has been accepted) by the Concessionaire under the ProjectDocuments;



(h) any Discriminatory Change in State Law;

(i) each Concessionaire is prevented from performing its obligations under this Deed inrespect of the Construction Activities as a result of a Native Title Application or NativeTitle being found to exist in respect of a Licensed Area (including any suspension of theConstruction Activities directed by the State under clause 14.6(d) (Suspension)); or

(j) a Knock-on Effect;

(k) a Tunnel Ventilation Delay occurs;

(l) an EES Event occurs; or

(m) an EPBC Event occurs.

Facilities means the Freeway, the Maintained Off-Freeway Facilities, the Returned Facilities andany other facilities or things incorporated in or forming part of the Freeway, the Maintained Off-Freeway Facilities or the Returned Facilities.

Facility Owner means the owner of, or the entity entitled to exercise control with respect to, aReturned Facility and includes, where applicable, a responsible road authority or coordinatingroad authority (both as defined in the Road Management Act).

Failed Milestone means a Construction Milestone which has not been achieved by the RelevantMilestone Date.

Final Court Ruling means a decision of a court:

(a) from which no appeal can be taken and in respect of which no application for specialleave to appeal can be made; or

(b) in respect of which the relevant appeal or special leave application period has expiredwithout an appeal being taken or an application for special leave to appeal being made.

Finance Tripartite Agreement means an agreement between the State, FinCo, theConcessionaires, the agent bank for and on behalf of the Financiers (other than the SecurityTrustee) and the Security Trustee in the form of Exhibit S (Finance Tripartite Agreement), as thatform may be amended prior to the date of this Deed by agreement between the State, FinCo andthe Concessionaires.

Financial Indebtedness means an obligation of a person (whether present or future, actual orcontingent), to pay or deliver any money or commodity under or in respect of any financialaccommodation, including under or in respect of any:

(a) money borrowed or raised;

(b) Bill, promissory note or other financial instrument (whether or not transferable ornegotiable);

(c) lease, licence or other arrangement in respect of any property entered into primarily toraise finance or to finance the acquisition of that property (other than a lease, licence orarrangement which may be accounted for as an operating lease under any applicablegenerally accepted approved accounting principles in Australia); or

(d) any arrangement which achieves the same or similar commercial effect as or to any of theabove.

Financial Model means the Base Case Financial Model as changed in accordance with this Deed.

Financial Year means each 12 month period commencing on 1 July and ending on 30 June.

Financier has the same meaning as in the Financing Documents and includes any HedgeCounterparty (as defined in the Financing Documents).

Financier's Security Documents means the documents listed in Part A of Schedule 12(Transaction Documents).



Financing Documents means:

(a) the agreements for the financing of the Project (other than the Equity Documents),delivered by the Concessionaires to the State under clause 3.2(a) (Transaction Documents(excluding Project Documents)) including the:

(i) documents listed in Part B of Schedule 12 (Transaction Documents); and

(ii) Financier's Security Documents; or

(b) if there is a refinancing which is permitted or consented to in accordance with clause 59.4(Refinancing), the agreements entered into for the purposes of that refinancing.

FinCo means ConnectEast Finance Pty Ltd (ACN 108 736 974) of Level 26, 101 Collins Street,Melbourne, Victoria 3000.

FIRB Approval means:

(a) written advice from or on behalf of the Treasurer of the Commonwealth that theCommonwealth Government does not object to the Project;

(b) approval from the Foreign Investment Review Board under the Foreign Acquisitions andTakeovers Act 1975 (Cth) or any business policy of the Commonwealth Governmentallowing each Concessionaire to enter into this Deed; or

(c) the failure by the Treasurer of the Commonwealth to make an order under Part II of theForeign Acquisitions and Takeovers Act 1975 (Cth) (other than an interim order undersection 22) in respect of entry into or performance by the Concessionaire of this Deedwithin the time limits specified in sections 26 and 26A of that Act.

Force Majeure Cessation Date has the meaning given to it in clause 46.2(a) (General).

Force Majeure Event means any event:

(a) which is beyond the reasonable control of the Concessionaires and their Contractors orRelevant Entities; and

(b) which causes the Concessionaires to be unable to perform an obligation under the ProjectDocuments where that cause has not resulted from either Concessionaire breaching theProject Documents and could not have been prevented, remedied or overcome by theConcessionaires either alone or collectively or any of their respective Contractors orRelevant Entities exercising, and having at all times exercised, a standard of care anddiligence consistent with:

(i) that of a prudent and skilled person undertaking, and seeking to fully complywith, that obligation without that person having any expectation of relief fromperforming that obligation;

(ii) (if applicable) Design and Construction Best Practices;

(iii) (if applicable) Operation and Maintenance Best Practices; and

(iv) the expenditure of reasonable sums of money,

but does not include:

(c) any event the risk of which, or the occurrence of a matter or event responsibility forwhich, has been accepted by either Concessionaire under this Deed, including thosematters referred to in clause 44 (Concessionaire risks) other than:

(i) subject to paragraph (h), fire, flood (not including a flood which would not haveoccurred had the Works and the Temporary Works been entirely designed andcontracted to address floods of a level specified in the Project Scope and ProjectRequirements, or in the absence of such specification, a level that might at thedate of this Deed be expanded to occur once in every 50 years), hurricane,explosion, earthquake, natural disaster or Unexpected Pollution;



(ii) sabotage, act of a public enemy, war (declared or undeclared), act of terrorism orrevolution; or

(iii) riot, blockade or other civil commotion which:

(A) results from an act by the State or its Associates directly in relation to theProject; or

(B) forms part of an organised campaign in opposition to the implementationof the Project or a part of it or the implementation by the State of otherprojects or policies,

to the extent the Concessionaires can demonstrate that all reasonable measureshave been taken to minimise the detrimental effects of such event;

(d) any event or combination of events referred to in clause 45.1 (Concessionaires to notifyof Possible Key Risk Event), other than clause 45.1(f) (Concessionaires to notify ofPossible Key Risk Event);

(e) lack of financial or technical resources;

(f) mechanical, electrical or equipment breakdown which is not extraordinary and highlyunlikely;

(g) any Change in Law;

(h) anything which would not have occurred had the Works, the Temporary Works and theFacilities been entirely designed and constructed to address floods of a level specified inthe Project Scope and Project Requirements, or in the absence of such specification, alevel that might at the date of this Deed be expected to occur once in every 50 years;

(i) any Industrial Action;

(j) any Proximate State Work; or

(k) the State or any of its Associates exercising a right or power with respect to Melbourne'stransport network under clause 36.3 (No restriction on State).

Forecast Maintenance Program means a program setting out the forecast maintenance budgetfor the Freeway and the Maintained Off-Freeway Facilities for the Concession Period, in form andsubstance approved by the parties as at the date of this Deed as updated in accordance with thisDeed.

Freeway means the road connecting the Eastern Freeway at Springvale Road to the RingwoodBypass at Ringwood Street and to the Mornington Peninsula Freeway/Frankston Freeway atSeaford and incorporating all of the Works (including the Tolling System but excluding theMaintained Off-Freeway Facilities and the Returned Works), and including all Modifications tothe Freeway, whether or not in the Project Area.

Freeway Lease means each lease of subdivided stratum (limited in height and depth) of realproperty granted in favour of the Trustee over the Project Area in the form of Exhibit T (FreewayCrown Lease).

Freeway Lease Plan means a plan as approved, agreed to or determined under clauses 12.2(c)(Approval of Certified Freeway Lease Survey Plan), 12.2(d) (Amendments to Certified FreewayLease Survey Plan) and 12.2(e) (Dispute), respectively, and annexed to a Freeway Lease.

Freeway Lease Principles means the principles contained in Exhibit U (Freeway LeasePrinciples) which generally identifies the stratum (limited in height and depth) of real property onwhich the Freeway is to be constructed.

Freeway Lease Term has the meaning given to it in clause 12.1(a) (Freeway Lease Term).

Freeway Name has the meaning given to it in clause 56.10(a)(i) (State's right to name).



Freeway Plant and Equipment means all plant, equipment, fixtures, fittings, furniture,machinery and spare parts:

(a) to be used on, in connection with or as part of the Freeway, as described in the ProjectScope and Project Requirements; or

(b) required to operate, maintain and repair the Freeway or to maintain and repair theReturned Works,

including any replacements or additions of or that plant, equipment, fixtures, fittings, furniture,machinery or spare parts.

Freeway Section means that part of the Freeway contained in a Section.

Freeway Section Completion means that stage in the performance of the Construction Activitiesin relation to a Section when:

(a) all of the Works, and everything else, necessary to open the Freeway Section or Bypass(as applicable) for use by the general public for the safe, efficient and continuous passageof vehicles, have been completed in accordance with this Deed except for minor Defectswhich:

(i) do not and will not adversely affect the use of the Freeway Section or Bypass (asapplicable) by the general public for the safe, efficient and continuous passage ofvehicles; and

(ii) the Independent Reviewer decides that the Concessionaire has reasonablegrounds for not rectifying promptly; and

(iii) can be corrected without adversely affecting the use of the Freeway Section orBypass (as applicable) by the general public for the safe, efficient and continuouspassage of vehicles; and

(iv) do not and will not adversely affect the ability of the Concessionaire to performits obligations under this Deed; and

(b) each Concessionaire has completed all of its obligations under this Deed which arerequired to be completed before Freeway Section Completion, including those things setout in Schedule 14 (Completion).

Freeway Section Costs means the costs and expenses incurred by ConnectEast in opening andoperating a Freeway Section for the period commencing on the date on which the FreewaySection is opened to the public following Freeway Section Completion and ending on the lastDate of Tolling Completion.

Freeway Sub-Lease means each sub-lease of subdivided stratum (limited in height and depth) ofreal property granted by the Trustee in favour of ConnectEast, in the form of Exhibit V (FreewaySub-Lease).

Freeway Sub-Lease Term has the meaning given in clause 12.5(b)(i) (State Consent to Sub-Lease).

Gazettal Date means, with respect to a Freeway Section, the date on which a notice is publishedin the Government Gazette under section 112(1) of the Project Legislation in accordance withclause 12.2(i) (Gazettal for the purposes of the interim operation).

Government Agency means any government or any governmental, semi-governmental oradministrative entity, agency or authority and includes a Minister of the Crown (in any right) anda statutory corporation, excluding a Council.

Government Directed Benefit means:

(a) a change in the infrastructure, management or operation of all or any part of theMelbourne transportation network (including the public transport network), the



implementation of a policy that affects the whole or any part of that network, or theexercise of any right or power to which clause 36.3 (No restriction on State) applies; or

(b) the acceleration or early adoption or implementation of such a change or such a thing,

the adoption, implementation, exercise or acceleration of which:

(c) is specifically for the purpose of redressing (in whole or in part) the Relevant Effect of aPossible Key Risk Event;

(d) occurs after that event;

(e) is notified by the State to the Concessionaires; and

(f) the Concessionaires cannot transparently demonstrate to the State has been fully factoredinto the Base Case Financial Model.

Government Gazette means the Government Gazette as referred to in the Project Legislation.

GST has the meaning given to it in the GST Law.

GST Amount means, in relation to a Taxable Supply, the Consideration otherwise payable underthis Deed or any Transaction Document for that Taxable Supply, but for the operation of clause42.1 (GST to be added to amounts payable) multiplied by the Rate of GST prevailing at the timethat the Supply is made.

GST Group has the meaning given to it in the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act1999 (Cth).

Guarantor means each of the Construction Guarantor, the Operator Guarantor and the CustomerService Guarantor.

Handover Bond means the bond provided to the State under clause 5.1(c) (Handover Bond), or(as applicable) any bond replacing it.

Handover Escrow Account means an account opened by the State in the State's name with anauthorised deposit taking institution (within the meaning of the Banking Act 1959 (Cth)) for thepurposes of clause 71 (Handover at end of Concession Period).

Handover Matters Agreement Notice has the meaning given to it in clause 71.9(b)(i)(Concessionaire election).

Handover Matters Disagreement Notice has the meaning given to it in clause 71.9(b)(ii)(Concessionaire election).

Handover Matters Notice has the meaning given to it in clause 71.9(a) (Handover MattersNotice).

Handover Plan means a handover plan which complies with the requirements of this Deed forsuch a plan.

Hazardous Substance means any substance which would or might reasonably be expected tocause damage or injury to any person, any property or the Environment.

Health Information has the meaning given to it in the Health Records Act 2001 (Vic).

Health Privacy Principles means the Health Privacy Principles contained in the Health RecordsAct 2001 (Vic).

Holding Company has the meaning applicable to it in the Corporations Act.

Holding Entity means a Holding Company, Controlling Unit Holder or a trustee of a trust.

Holding Trust means the Responsible Entity in its capacity as responsible entity of the trustcreated by the Holding Trust Deed and named the ConnectEast Holding Trust.



Holding Trust Deed means the constitution of the ConnectEast Holding Trust, dated April 2004and executed by the Responsible Entity.

IAMA means The Institute of Arbitrators and Mediators, Australia.

IECC has the meaning given to it in clause 80(a) (CPI).

Image Processing Fee means the User Charge payable on account of the cost of processing videoimages for the purposes of identification of a vehicle.

Incident Management Plan means an incident management plan which complies with therequirements of this Deed for such a plan.

Incident Planning Committee means the committee comprising members of theConcessionaires, the Operator, VicRoads, the Emergency Services and any other body required bythe Project Scope and Project Requirements to be involved in the development of the IncidentManagement Plan.

Independent Reviewer means, at any time, the person then appointed as independent reviewerfor the purposes of this Deed.

Independent Reviewer Deed of Appointment means the deed of that name between, amongothers, the Independent Reviewer, the State and the Concessionaires, in the form set out in ExhibitW (Independent Reviewer Deed of Appointment) or as otherwise agreed by the parties.

Independent Reviewer Side Deed has the meaning given in the Independent Reviewer Deed ofAppointment.

Indexed, with respect to an amount other than any amount specified in the Toll CalculationSchedule, means, on each 1 July during the Concession Period, that amount will be adjusted inaccordance with the formula set out below and then rounded upwards or downwards:

(a) to the nearest $1 million amount, in the case of a capital expenditure amount;

(b) to the nearest $1 million amount, in the case of an insurance amount;

(c) to the nearest $100,000 amount, in the case of a performance bond amount or a cashreserve amount; and

(d) to the nearest $1,000 in the case of a KPI Credit, other rebate amount or any otheramount.

Adjusted amount = Payment Multiplier x Original Amount

where:

Payment Multiplier = the quarterly CPI figure published immediatelybefore the relevant 1 July divided by the CPI figurefor the equivalent quarter in the previous year.

Original Amount = the amount (whether previously adjusted or not)applicable immediately prior to the relevant 1 July(disregarding rounding (if any) applied to thatamount at the previous 1 July.

Industrial Action means industrial action of any description including:

(a) the performance of work in a manner different from that in which it is customarilyperformed, or the adoption of a practice in relation to work, the result of which is arestriction or limitation on, or a delay in, the performance of work;

(b) a ban, limitation or restriction on the performance of work, or acceptance of or offeringfor work; and

(c) a failure or refusal by any person employed or engaged by a Concessionaire or itsAssociates to attend for work.



Industrial Relations Issues include any issues arising out of or pertaining to the relationshipbetween:

(a) a Concessionaire or its Associates;

(b) any persons employed or engaged by a Concessionaire or its Associates; or

(c) any representative of those persons in paragraph (b).

Industrial Waste means any waste arising from commercial, industrial or trade activities and anywaste containing substances or materials which are potentially harmful to human beings, anyproperty or the Environment.

Information Document has the meaning given to it in the RFP.

Information Privacy Principles means the Information Privacy Principles contained in theInformation Privacy Act 2000 (Vic).

Infringement Notice means an infringement notice issued by an enforcement officer pursuant tosection 210 of the Project Legislation.

Input Tax Credit has the meaning given to it in the GST Law and a reference to an Input TaxCredit entitlement of a party includes an Input Tax Credit for an Acquisition made by that partybut to which another member of the same GST Group is entitled under that GST Law.

Insolvency Event means, in relation to an entity, any of the following events:

(a) a receiver, manager, receiver and manager, trustee, administrator, Controller (as that termis defined for the purposes of section 9 of the Corporations Act) or similar officer isappointed in respect of the entity or any asset of the entity;

(b) a liquidator or provisional liquidator is appointed in respect of the entity;

(c) any application is made to a court for an order, or an order is made, or a meeting isconvened, or a resolution is passed, for the purpose of:

(i) appointing a person referred to in paragraphs (a) or (b);

(ii) winding up the entity; or

(iii) proposing or implementing a scheme of arrangement in respect of the entity, andthat application is not withdrawn or dismissed within 10 Business Days;

(d) a moratorium of any debts of the entity, or an official assignment or a composition or anarrangement (formal or informal) with the entity's creditors, or any similar proceeding orarrangement by which the assets of the entity are subjected conditionally orunconditionally to the control of the entity's creditors, is ordered, declared or agreed to, oris applied for and the application is not withdrawn or dismissed within 10 Business Days;

(e) the entity becomes, admits in writing that it is, is declared to be, or is deemed under anyapplicable law to be, insolvent or unable to pay its debts;

(f) any writ of execution, garnishee order, mareva injunction or similar order, attachment,distress or other process is made, levied or issued against or in relation to any asset of theentity; or

(g) any act is done or event occurs which under the laws from time to time of a country otherthan Australia has an analogous or similar effect to any of the events in paragraphs (a) to(f) under laws other than State Law.

Insolvent Guarantor has the meaning given to it in clause 65.1(k) (Insolvency Event of aContractor or Guarantor).

Insured Rail Parties means each of:

(a) Melbourne Transport Enterprises Pty Ltd;



(b) Freight Victoria Limited;

(c) Pacific National Pty Ltd;

(d) V/Line Passenger Pty Ltd;

(e) Director of Public Transport; and

(f) Victorian Rail Track.

Insurance Proceeds Account means the account referred to in clause 51.13 (Insurance ProceedsAccount).

Intellectual Property Rights means, without limitation, all rights in the nature of intellectualproperty or industrial property (within the meaning of the term 'industrial property' in Article 1 ofthe Paris Convention for the Protection of Industrial Property) and includes:

(a) copyright;

(b) trade and service marks, including the trade marks, (whether registered or unregistered)and any copyright material subsisting in those trade and service marks;

(c) designs (whether registered or unregistered);

(d) patents and inventions (whether or not patented or patentable);

(e) internet domain names;

(f) trade names and business names;

(g) confidential information and trade secrets;

(h) any application or the right to apply for registration of any of the rights referred to inparagraphs (a) to (g);

(i) any letters patent or registration in respect of any of the rights referred to in paragraphs(a) to (g); and

(j) any of the rights referred to in paragraphs (a) to (g) (whether or not registered orregistrable).

Interest Rate Adjustment Payment means a payment made under Part 6(b) (AdjustmentPayment) of Schedule 16 (Adjustments for Changes in Base Interest Rates).

Interim Operation Land has the meaning given to it in clause 12.2(i) (Gazettal for the purposesof the interim operation).

Interoperable or Interoperability means a system which:

(a) is capable of recording a journey undertaken and tolls incurred by a user of the Freewaywho is entitled to use another Toll Road pursuant to an arrangement between another TollRoad Service Provider and a Customer of that other Toll Road Service Provider;

(b) enables that user to be billed for that journey by that other Toll Road Service Provider;and

(c) provides for the payment for that journey to be remitted to ConnectEast from that otherToll Road Service Provider (whether directly or through an agreed payments clearingmechanism),

and for ConnectEast to provide reciprocal capability to that other Toll Road Service Providerwithout prior arrangement between either:

(d) the Customer of the other Toll Road Service Provider and ConnectEast; or

(e) a Customer of ConnectEast and the other Toll Road Service Provider.

Interoperable Agreement has the meaning given to it in clause 33.9(a) (Reach agreement).



Interoperable User means any person who uses the Freeway pursuant to an arrangement betweenanother Toll Road Service Provider and a Customer of that other Toll Road Service Providerwhere that Toll Road Service Provider has an Interoperable Agreement with ConnectEast.

Investment Trust means the Responsible Entity in its capacity as trustee of the trust created bythe Investment Trust Deed and named the ConnectEast Investment Trust.

Investment Trust Deed means the Constitution of the ConnectEast Investment Trust, dated 21April 2004 and executed by the Responsible Entity.

IP Licence Deed means a deed between the State and the Concessionaire in the form of Exhibit X(IP Licence Deed), as that form may be amended prior to the date of this Deed by agreementbetween the State and the Concessionaire.

Issuer means any trading bank carrying on business in Australia:

(a) whose usual business includes the issue of performance bonds;

(b) who is not a Concessionaire; and

(c) who has been approved by the State.

Key Performance Indicator or KPI means the measures of ConnectEast's standard ofperformance of the Operation Activities, set out in Part A of Schedule 5 (Key PerformanceIndicators and KPI Credits).

Knock-on Effect means a delay in the performance by the State of either a Proximate State Workunder clause 36.4 (Proximate State Work) or a Modification under clause 37 (Modifications) inrespect of which the State has made an election under clause 37.12(a)(i) (Additional Stateremedies) but only to the extent that:

(a) the delay in the performance by the State of either the Proximate State Work or theModification has been directly caused by an Extension Event (other than theProximate State Work or Modification itself); and

(b) the Extension Event causing the delay has:

(i) occurred after the extension of time (if any) agreed or determined in respectof the Proximate State Work under clause 36.4(f) (Estimate ofcompensation/extension of time) or agreed under clause 37.8 (Stateacceptance) or determined under clause 37.10(d) (Dispute) in respect of theModification (as the case may be); and

(ii) not been the subject of any other extension of time agreed or determined inrespect of the Proximate State Work or Modification (as the case may be) orthe Extension Event.

KPI Assessment System has the meaning given to it in clause 34.10(a)(ii)(A) (Objectives).

KPI Audit Notice has the meaning given to it in clause 34.10(d)(ii) (Audit).

KPI Auditor has the meaning given to it in clause 34.10(d)(iii)(A) (Audit).

KPI Auditor's Report has the meaning given to it in clause 34.10(d)(v) (Audit).

KPI Benchmark means the benchmarks listed in column 3 of the table in Part B of Schedule 5(Key Performance Indicators and KPI Credits).

KPI Credit means the credit payable by ConnectEast as determined in accordance with Part A ofSchedule 5 (Key Performance Indicators and KPI Credits).

KPI Data has the meaning given to it in clause 34.10(c) (Requirements of KPI AssessmentSystem).

KPI Points means the points in column 4 of the table in Part B of Schedule 5 (Key PerformanceIndicators and KPI Credits).



KPI Regime means the KPI regime for the delivery and measurement of services by theConcessionaires as provided for in clause 34.10 (Reduction of tolls linked to performance) andSchedule 5 (Key Performance Indicators and KPI Credits).

Land Conditions means the following conditions (whether latent or otherwise) relating to any orall of the Project Area, the Licensed Area, the Leased Area and any other land used by, or whichbut for its condition would have been used by, a Concessionaire, its Associates or their sub-contractors for, or in connection with, the Project:

(a) ground water, ground water hydrology, the effects of any dewatering and themanagement of any adverse impacts on any land arising in connection with ground water;

(b) physical conditions above, on or below the land;

(c) topography of the land surface and sub-surface conditions and geology including rock orother materials encountered at the land;

(d) availability and conditions of roads and all Utility Infrastructure (including drainage),servicing or required to service, the land and the Project;

(e) climatic and weather conditions, rain surface water run off and drainage, water seepage,wind, windblown dust and sand;

(f) all existing systems and Utility Infrastructure above, on or below the surface of the landand the location of all facilities with which such systems and Utility Infrastructure areconnected;

(g) all other physical conditions and characteristics of the land above, on or below the surfaceof the land which may affect the performance by either Concessionaire of its obligationsunder this Deed;

(h) any defect, inadequacy, incompleteness, lack of co-ordination or integration, lack offitness for purpose in, or any other condition or characteristic of any works, roads,structures, buildings, infrastructure or other property on which the Works or theTemporary Works will be dependent; and

(i) Pollution, whether pre-existing, latent or otherwise.

Land Licence means any:

(a) Construction Licence; and

(b) Maintenance Licence.

Land Registry means the Victorian Land Registry.

Late Completion Date has the meaning given to it in clause 20.6(h)(i) (Compliance withprogram).

Late Completion Program has the meaning given in clause 20.6(f)(i) (Program principles).

Law means:

(a) those principles of law or equity established by decisions of courts;

(b) statutes, regulations, by-laws or other subordinate instruments of the Commonwealth, theState, a Government Agency or a Council;

(c) the Constitution of the Commonwealth;

(d) binding requirements and mandatory approvals (including conditions) of theCommonwealth, the State, a Government Agency or a Council which have the force oflaw; and

(e) guidelines of the Commonwealth, the State or a Government Agency which have theforce of law.



Leased Area means any land over which a Freeway Lease has been granted, but, for theavoidance of doubt does not include any land surrendered under clause 12.4(a) (State may requiresurrender).

Legislation Amendment Date means 30 June 2005.

Liability means any debt, obligation, cost (including legal costs, deductibles or increasedpremiums), expense, loss, damage, compensation, charge or liability of any kind, including thosethat are prospective or contingent and those the amount of which is not ascertained orascertainable, and whether arising under or for breach of contract, in tort (including negligence),restitution, pursuant to statute or otherwise at law or in equity.

Licensed Area means any land over which a Land Licence has been granted excluding land inrespect of which a Land Licence has ended in accordance with the provisions of this Deed or theLand Licence (as the case may be).

Local Road means any road or road reserve, whether declared or undeclared, that crosses,connects with, or is adjacent to the Freeway, or is any way affected by the Construction Activitiesor the Operation Activities.

Loss includes any cost, expense, loss, damage or liability whether direct, indirect or consequential(including pure economic loss), present or future, ascertained or unascertained, actual,prospective or contingent, or any fine or penalty.

LPN has the meaning given to it in Schedule 4 (Toll Calculation Schedule).

Maintained Off-Freeway Facilities means that part of the Works which ConnectEast mustcontinue to maintain or repair in accordance with this Deed and described as such in the ProjectScope and Project Requirements.

Maintenance and Repairs Account means the account to be established and maintained underclause 31.3 (Maintenance and Repairs Account).

Maintenance Licence means any licence granted under clause 11.6(b) (Maintenance Licence) inrespect of any of the Maintained Off-Freeway Facilities.

Material Contract has the meaning given to it in clause 59.2(b) (Definition of MaterialContract).

Median means the land between the inner shoulders of the two sets of traffic lanes of eachFreeway Section, other than any part of that land that is surrendered to the State pursuant to clause12.4 (Partial surrender of Freeway Lease).

Melbourne 2030 means the State's policy and long-term strategy to guide the growth ofMelbourne as stated from time to time by the State.

Milestone has the meaning given to it in clause 71.1(b)(ii) (Program and costs to achieve ProperHandover).

Minister means the Minister for Transport or such other Minister of the State authorised fromtime to time to exercise the Minister's powers under the SEITA Act and includes any person towhom the rights of the Minister are assigned under section 25(4)(b) of that Act.

Model Outputs Document means the document of that name initialled for identification by thelegal advisers of each party on the date of this Deed.

Models means the Base Case Traffic Model, the Base Case Annual Revenue Forecast Model, theBase Case Financial Model, the Traffic Model, the Annual Revenue Forecast Model and theFinancial Model.

Modification means any variation, change, omission, addition or deletion to the ConstructionActivities, the Works, the Temporary Works, the Operation Activities or the Facilities (other thanProximate State Work).

Moral Rights has the meaning given to it in section 189 of the Copyright Act 1968 (Cth).



Motor Vehicle Gap Cover means any exclusion, exception or other cover limitation, with respectto the use of any mechanically propelled land vehicle contained in any policy of insuranceeffected in compliance with clauses 51.2(a)(iii) (Public liability) and 51.3(a)(ii) (Public/productliability), but will not apply to:

(a) the use of any such vehicle as a tool of trade in connection with the ConstructionActivities;

(b) the excess amount of liability incurred by any Insured arising out of, or in the course ofthe use of, any such vehicle beyond that recoverable under any policy of motor vehicleinsurance;

(c) the use of any such vehicle within the confines of any site where the ConstructionActivities are being or will be carried out to the extent that liability for bodily injury orloss of or damage to property is not recoverable (in whole or in part) under any policy ofmotor vehicle insurance effected in respect of such vehicle; and

(d) legal liability for damage caused to roads, bridges, viaducts, adjacent structures orproperty, or to anything beneath them, caused by the weight or vibration of any suchvehicle, or its load, to the extent that such legal liability is not recoverable (in whole or inpart) under any policy of motor vehicle insurance effected in respect of such vehicle.

Native Title means a right or interest over land or waters possessed under traditional laws andcustoms, by Aboriginal peoples and Torres Strait Islanders as recognised at common law andprotected or modified by statute.

Native Title Application means any Claim or application under any Law or future Law relatingto native or aboriginal title, including any application under the Native Title Act 1993 (Cth) or theLand Titles Validation Act 1994 (Vic).

Negative Compensable Enhancement has the meaning given to it in clause 40.3(a) (Meaning).

Net Gain Approach means the 'net gain' approach of Victoria's Native Vegetation Management -A Framework for Action policy including any offset requirements.

Nominated Tolling Product means each tolling product specified in Part 5.1 (Nominated TollingProducts) of the Toll Calculation Schedule as varied in accordance with clause 34.6(e) (TollingAmendment).

Notice has the meaning given to it in clause 77.1 (General).

Notice to Remedy Default has the meaning given to it in clause 65.2(b) (State Notice to RemedyDefault).

Notional Initial Equity Investor means, with respect to a class of Equity Funding, a notionalAustralian corporate taxpayer who is deemed to have invested Equity Funding of that class on thefirst dates on which Equity Funding of that class is required to be paid in accordance withSchedule 13 (Equity Funding) and holds that Equity Funding throughout the balance of theConcession Period.

Obligor means:

(a) each Concessionaire; and

(b) prior to the later to occur of the expiry of the Defects Liability Period and thecompletion of all Construction Activities, the Construction Contractor; and

(c) each Concessionaire's other Associates (other than the Financiers) that are a party to aTransaction Document.

Occupational Health and Safety Management Plan means an occupational health and safetymanagement plan which complies with the requirements of this Deed for such a plan.

Off-Freeway Facility means any retail, industrial or commercial facility which is connected tothe Freeway.



Off-Freeway Facility Proposal has the meaning given to it in clause 36.5(a) (ConnectEast's rightto submit proposals).

Operating Deed of Guarantee means the document referred to in paragraph 2 of Schedule 15(Original Credit Support Documents), and any replacement of that document and any additionalcontract or agreement between a Concessionaire or the Concessionaires and the OperatingGuarantor.

Operating Tripartite Agreement means the agreement between the State, ConnectEast and theOriginal Operator in the form of Exhibit I (Operating Tripartite Agreement), as that form may beamended prior to the date of this Deed by agreement between the State and the Concessionaire.

Operation Activities means all things and tasks which ConnectEast is, or may be, required to doin discharging its operation, maintenance or repair obligations under this Deed, or its otherobligations under this Deed arising out of or in respect of or in connection with the operation,maintenance or repair of the Freeway and the maintenance or repair of the Maintained Off-Freeway Facilities.

Operation and Maintenance Agreement means the Original Operation and MaintenanceAgreement, any replacement of the Original Operation and Maintenance Agreement or anyadditional contract or agreement between a Concessionaire or the Concessionaires and theOperator.

Operation and Maintenance Best Practices means operating, maintenance and repair practicesrequired to achieve a result consistent with Law, reliability, safety, protection of the Environmentand the requirements of this Deed, including everything reasonably necessary to ensure that:

(a) the Freeway and the Maintained Off-Freeway Facilities are operated, maintained andrepaired (as applicable) in a manner safe to all people and the Environment;

(b) the Freeway is functioning as this Deed requires it to function and to be designed tofunction;

(c) operation, maintenance and repairs are performed to ensure reliable long term, safe,efficient and continuous operation of the Freeway and, to the extent applicable, theMaintained Off-Freeway Facilities, by trained and experienced personnel utilising properequipment, tools and procedures;

(d) sufficiently trained and experienced operation, maintenance and repair personnel areavailable;

(e) adequate materials, resources and supplies are available to ensure compliance with therequirements of this Deed under usual conditions and reasonably anticipated unusualconditions;

(f) workmanship and materials of a standard which is not less than the standard required forthe Construction Activities in accordance with this Deed and which are fit for theirintended purposes are used;

(g) replacement parts are:

(i) of equal quality to those required under this Deed;

(ii) fit for their intended purpose; and

(iii) reflect updated practices and technology;

(h) the principle of continuous improvement is adhered to, including continually improvingthe standards and quality of the operation, maintenance and repair of the Freeway and themaintenance and repair of the Maintained Off-Freeway Facilities consistently with theoperation, maintenance, repair and tolling of the overall road network and Toll Roadsystems and standards in Australia;



(i) the Freeway and the Maintained Off-Freeway Facilities are operated, maintained andrepaired (as applicable) consistently with the operation, maintenance and repair of theoverall road network systems and standards in Australia; and

(j) advancements in technology are responded to and incorporated into the operation,maintenance and repair of the Freeway and the maintenance and repair of the MaintainedOff-Freeway Facilities, as soon as reasonably practicable and consistent with other TollRoads having regard to the remaining design life of the equipment currently in use.

Operation and Maintenance Manuals means the manuals to be developed and maintained byConnectEast under clause 62.8 (Operation and Maintenance Manuals).

Operation and Maintenance Plan means an operation and maintenance plan which complieswith the requirements of this Deed for such a plan.

Operation Phase Bond means the bond provided to the State under clause 5.1(b)(i) (OperationPhase Bond) or (as applicable) any bond replacing it.

Operator means the Original Operator and any person who in addition or substitution is engagedby a Concessionaire or the Concessionaires to undertake all or substantially all of the OperationActivities.

Operator Guarantor means Transfield Services Limited (ABN 69 000 484 417) and any personwho in addition or substitution guarantees the obligations of the Operator under the Operation andMaintenance Agreement.

Order-in-Council has the meaning given to it in clause 33.4(c) (Order-in-Council).

Original Approval has the meaning given to it in clause 61.4 (Approvals required from SEITA).

Original Credit Support Document means each contract or agreement specified in Schedule 15(Original Credit Support Documents).

Original Construction Contract means the agreement between the Concessionaire and theOriginal Construction Contractor for the undertaking of all, or substantially all, of theConstruction Activities, dated on or about the date of this Deed and in a form and substanceapproved by the State.

Original Construction Contractor means Thiess Pty Limited (ABN 87 010 221 846) and JohnHolland Pty Limited (ABN 11 004 282 268) an unincorporated joint venture trading asConnectEast Construct.

Original Escrow Agreement means an agreement between the State, ConnectEast, the EscrowAgent and any other person expressed to be a party to it in the form of Exhibit Y (EscrowAgreement), as that form may be amended prior to the date of this Deed by agreement betweenthe State and ConnectEast.

Original Operation and Maintenance Agreement means the agreement between ConnectEastand the Original Operator for the operation, maintenance and repair of the Freeway and themaintenance and repair of the Maintained Off-Freeway Facilities, dated on or about the date ofthis Deed and in form and substance approved by the State.

Original Operator means Transfield Services (Australia) Pty Limited (ABN 11 093 114 553).

Other Construction Contract means any construction contract or agreement between aConcessionaire or the Concessionaires and any third party in connection with the execution of theConstruction Activities, except for any Construction Contract.

Other Operation and Maintenance Agreements means any contract or agreement between aConcessionaire or the Concessionaires and any third party in connection with the OperationActivities, except for any Operation and Maintenance Agreement.

Outline Project Plans has the meaning given to in clause 62.4(b) (Compliance with ProjectPlans).



Outline Scope and Project Requirements means the document of that name contained in theRFP.

Parent Company Change in Control Notice has the meaning given to it in clause 58.2(Controlling entity Change in Control).

Payment Date means:

(a) for the purposes of clause 39.6 (Time for payment), in respect of each relevant period,the date which is 20 Business Days after the end of that relevant period; and

(b) for the purposes of clause 40.4(c) (Time for Payment/Toll Reduction), in respect ofeach Financial Year, the date which is 20 Business Days after the end of that FinancialYear.

Payment Period means:

(a) for the purposes of clause 39.6 (Time for payment), in respect of each relevant period,the period commencing on the first day of the relevant period and ending on thePayment Date; and

(b) for the purposes of clause 40.4(c) (Time for Payment/Toll Reduction), in respect ofeach Financial Year, the period commencing on the first day of that Financial Yearand ending on the Payment Date.

Permitted Amendment has the meaning given to it in clause 59.1(b) (Permitted Amendment).

Permitted Non-Road Revenue means revenue (other than revenue which ConnectEast isexpressly entitled to derive under this Deed) derived or which may be derived from an activity oruse of the Freeway or otherwise in connection with the Project with the State's prior consent.

Permitted Security Interest means:

(a) a Security Interest to which the State has given its prior consent and in respect of whichthe amount secured by that Security Interest (other than costs, fees and uncapitalisedinterest or amounts in the nature of interest) does not increase beyond the amount inrespect of which the State has given that consent; or

(b) a Security Interest created under a Project Document; or

(c) a lien which arises solely by operation of Law in the ordinary course of ordinary business,where the amount secured is not overdue for payment; or

(d) in the case of an Associate of a Concessionaire (which is not the Holding Trust, theInvestment Trust or FinCo) does not have an effect and is not likely to have an effectwhich is material or detrimental on its ability to perform its obligations and to meet itsactual and contingent liabilities under any Transaction Document to which it is expressedto be a party.

Permitted Transfer means a change which does not result in a person, together with thatperson’s associates, who, at the date of this Deed, did not have any voting power or had less than10% of the voting power in the relevant entity having, after the date of this Deed, more than 10%of the voting power in that entity.

For the purposes of this definition, 'voting power' has the meaning given to it in section 610 of theCorporations Act and 'associate' has the meaning given to it in section 9 of the Corporations Act.

Personal Information has the meaning given to it in the Information Privacy Act 2000 (Vic).

Plan for Remediation has the meaning given to it in clause 19.2(e)(ii) (Concessionaire'sresponse).

Planned Date for Final Completion means, at any time, the last Planned Date for FreewaySection Completion.



Planned Date for Freeway Section Completion means, in respect of the Construction Activitiesin relation to a Section, the date specified in relation to that Section in Schedule 10 (ConstructionMilestones), as that date may be extended under clause 3.6 (Extension), clause 20.4 (Delays),clause 36.4 (Proximate State Work), clause 37 (Modifications) or determined in accordance withthe dispute resolution procedures set out in Part L (Dispute Resolution).

Plant means all plant, machinery, equipment, fixtures, furniture, fittings and other improvementswhich is installed, constructed or placed on the Project Area and which is or becomes part of theFreeway or which is used for Tolling, operating, maintaining or repairing the Freeway ormaintaining or repairing the Maintained Off-Freeway Facilities, but excluding all plant,machinery and equipment and other items used by a Concessionaire, its Contractors or any personacting on its behalf solely for the purpose of enabling or facilitating construction of the Freewaywhich is not and will not become part of the Freeway or is not and will not be used for Tolling,operating, maintaining or repairing the Freeway or maintaining or repairing the Maintained Off-Freeway Facilities.

Pollution means any solid, liquid, gas, odour, heat, sound, vibration, radiation or substance (aloneor in combination), other than those naturally present in a given segment of the Environment,which has the potential to cause harm to the Environment.

Possible Key Risk Event has the meaning given to it in clause 45.1 (Concessionaires to notify ofPossible Key Risk Event).

Principal Road Interfaces means those roads or other means of vehicular access which arerequired for access to or from the Freeway as set out in Exhibit Z (Principal Road Interfaces).

Proceeding means any litigation, arbitration, tax claim, dispute or administrative proceeding.

Product Feature means in respect of each Nominated Tolling Product, each feature of that tollingproduct as specified in the Annexure to the Toll Calculation Schedule applicable to thatNominated Tolling Product.

Project means the:

(a) investigation, planning, financing, design, construction and commissioning of the Works,the Temporary Works and the Facilities;

(b) operation, maintenance, Tolling and repair of the Freeway and the maintenance and repairof the Maintained Off-Freeway Facilities; and

(c) handover of the Facilities,

in accordance with this Deed.

Project Area has the meaning given to it in the Project Legislation.

Project Debt means subject to the condition at the end of this definition:

(a) Actual Debt (other than any Financial Indebtedness payable by a Concessionaire to FinCoor by FinCo to a Concessionaire or by one Concessionaire to the other Concessionaire);and

(b) the net amount of any money payable or receivable by the Concessionaires or FinCounder any interest or currency swap or hedge arrangement, financial option, futurescontract or analogous agreement, entered into by the Concessionaires or FinCo to limit orotherwise manage their exposure to interest rate fluctuations in respect of the FinancialIndebtedness referred to in paragraph (a) (subject to any limitation on the amount ofActual Debt provided for in the condition at the end of this definition) provided that themethod of calculating the amount and the actual calculation of the amount is furnished tothe State and:

(i) if the Concessionaires or FinCo are a net receiver of such moneys, the amount isa negative number; and



(ii) if the Concessionaires or FinCo are a net payer of such moneys, the amount is apositive number.

In the case of paragraph (b), unless the relevant derivative has been terminated inaccordance with the Financing Documents, the amount is to be calculated assuming therelevant derivative has not been terminated, except in the case of calculation of an EarlyTermination Amount in which case the amount is to be calculated as the relevanttermination amount under the relevant derivative.

The condition referred to above is if:

(c) the amount of the Actual Debt determined in accordance with paragraph (a) at aparticular date (less any component of that amount which represents interest or fees)exceeds the amount set out in the Debt Profile at that date; or

(d) any such amount or part of that amount requires payment or repayment earlier than ascontemplated by the Debt Profile,

then the amount or timing for payment or repayment of that amount of Actual Debt will bedeemed to be as set out in the Debt Profile. For these purposes, if the Debt Profile contemplatesthat an amount is to be refinanced on one or more occasions, that amount will not be consideredto require payment or repayment in full on the date as contemplated by that refinancing but willbe considered to remain outstanding and to be payable or repayable in accordance with theeventual amortisation profile for the amount as finally refinanced.

Project Documents means:

(a) this Deed;

(b) the Freeway Leases;

(c) the Independent Reviewer Deed of Appointment and the Independent Reviewer SideDeed;

(d) the State Deed of Charge;

(e) the Construction Tripartite Agreement;

(f) the Operating Tripartite Agreement;

(g) the Finance Tripartite Agreement;

(h) the TDS Tripartite Agreement;

(i) any Construction Licence;

(j) any Maintenance Licence;

(k) the IP Licence Deed;

(l) the Escrow Agreement;

(m) any Relevant Tripartite Agreement;

(n) any tripartite agreement entered into under clause 59.5(e) (Requirement for EquipmentLeasing tripartite agreement) with respect to an Equipment Leasing;

(o) any licence of the Concessionaire Intellectual Property granted to the State underclause 56.9(c) (Licence for specified use); and

(p) all other material documents and agreements (other than Financing Documents)agreed by the State and the Concessionaire to be Project Documents.

Project Legislation means the Mitcham Frankston Project Act 2004 (Vic).

Project Liaison Group means the group established under clause 10.1 (Establishment).



Project Plan means each of the:

(a) Design and Construction Management Plan;

(b) Design Plan;

(c) Construction Plan;

(d) Completion and Commissioning Plan;

(e) Traffic Management Strategy;

(f) Environmental Management Plan;

(g) Occupational Health and Safety Management Plan;

(h) Incident Management Plan;

(i) Quality Plan;

(j) Operation and Maintenance Plan;

(k) Critical Infrastructure Protection Plan;

(l) Handover Plan;

(m) Community Involvement Plan,

or any other plan identified as a Project Plan in the Project Scope and Project Requirementsincluding any updated plan.

Project Requirements has the meaning given to it in the Project Scope and ProjectRequirements.

Project Scope has the meaning given to it in the Project Scope and Project Requirements.

Project Scope and Project Requirements means Exhibit AA (Project Scope and ProjectRequirements), as amended in accordance with this Deed.

Projected Revenue Profile means at any given time, the projected aggregate revenue to bederived by the Concessionaires (or any of their Subsidiaries) as specified in Schedule 7 (ProjectedRevenue Profile).

Proof Engineer and Construction Verifier means, at any time, the person then appointed asproof engineer and construction verifier by the Concessionaires in accordance with clause 8(Proof Engineer and Construction Verifier, Design Consultant and Quality Assurance Auditor).

Proof Engineer and Construction Verifier Deed of Appointment means, at any time, thecontract or agreement between the Proof Engineer and Construction Verifier and theConcessionaires, among others, setting out the rights and obligations of the Proof Engineer andthe Construction Verifier in connection with the performance of the Construction Activities.

Proper Handover means each Concessionaire has done everything which this Deed requires toenable the Concessionaires to handover the Freeway (other than the Freeway Plant andEquipment) and ConnectEast has done everything that this Deed requires to enable it to handoverthe Freeway Plant and Equipment, in each case, in the required condition (whether or not theConcession Period ends on the Expiry Date) including complying fully with clause 71.2(Handover of Freeway) at the end of the Concession Period.

Property Committee means the committee established under clause 11.1(a) (Establishment).

Property Schedule means the maps and plans (and any associated documents) set out inSchedule 3 (Property) which the parties have agreed prior to the date of this Deed constitute theProperty Schedule and which specify:

(a) the land within the Extended Project Area which is intended to be made available to theTrustee to enable it to comply with its obligations under this Deed (including the heightand depth limitations of such land);



(b) the purposes for which the Trustee requires the land; and

(c) if required by the State, the periods (including dates) for which that land is to beavailable.

Proponent Deed means the Mitcham-Frankston Freeway Proponent Deed dated 6 October 2003between the State and one or more of the Consortium Members.

Proposal has the meaning given to it in the Proponent Deed.

Proposal Condition has the meaning given in clause 11.3(g)(iii)(A) (If State does not make landfor Additional Urban Design Works available).

Proposed Completion Program has the meaning given in clause 20.6(b) (Proposed CompletionProgram).

Proprietary Documentation means:

(a) the Project Scope;

(b) the Design Documentation;

(c) any and all other documentation, information (including data bases), models, systems ortechnology (not including the Tolling System), however recorded in which IntellectualProperty Rights are capable of subsisting, which a Concessionaire, its Contractors or theirsubcontractors specifically develop for the purposes of the Project, including theundertaking of the Works or the Temporary Works, the Construction Activities or theOperation Activities.

Protected Contractor means, as applicable, each of the Independent Reviewer, Customer ServiceAuditor, KPI Auditor and any other person appointed by the State, or by the State and theConcessionaire, in connection with this Deed.

Proximate State Work has the meaning given to it in 36.4(a) (State's right to carry out activities).

Public Disclosure Obligations has the meaning given to it in clause 78.2(a) (Public DisclosureObligations).

Quality Assurance Auditor means at any time, the independent quality assurance auditorappointed by or on behalf of the Concessionaire in accordance with clause 8 (Proof Engineer andConstruction Verifier, Design Consultant and Quality Assurance Auditor).

Quality Plan means a quality plan which complies with the requirements of this Deed for such aplan.

Quality Standards has the same meaning as the defined term 'Reference Documents' in section1.2 (Reference Documents) of the Project Scope and Project Requirements.

Quarter has the meaning given to it in Schedule 4 (Toll Calculation Schedule).

Quarterly KPI Report has the meaning given to it in clause 34.10(c)(ii) (Requirements of KPIAssessment System).

Rate of GST means the percentage rate of goods and services tax payable under the GST Law asspecified in any of the:

(a) A New Tax System (Goods and Services Tax Imposition - General) Act 1999 (Cth);

(b) A New Tax System (Goods and Services Tax Imposition - Customs) Act 1999 (Cth);

(c) A New Tax System (Goods and Services Tax Imposition - Excise) Act 1999 (Cth); or

(d) any other Law that imposes GST.

Rating means, in relation to a person at any time, the rating applicable to that person’s long termoverall capacity to pay its debts or financial obligations at that time by either Standard & Poor’sAustralia or Moody’s Investor Service but, if both those organisations cease to exist or cease to



disclose such rating publicly, the rating given in relation to that debt or those obligations byanother person specified by the State whose business is or includes the publication of such ratings.

If, whether by reason of a change in practice by an organisation mentioned above or becausereference is to be made to the ratings given by another organisation as contemplated above, arating level specified in this Deed ceases to be used by any relevant organisation, then thespecified rating level is to be taken to be a reference to a level used by the relevant organisationwhich the State determines and notifies to the Concessionaires which most closely corresponds tothe specified rating level.

Reduced Handover Costs has the meaning given to it in clause 71.1(f)(i) (State to reimburseConnectEast).

Reference Design is Information Document Number 1.

Reference Design Defect has the meaning given to it in clause 53.3(b)(ii) (Prior design work andother information).

Refinancing Assumptions means each of the assumptions concerning a refinancing set out inSchedule 9 (Refinancing Assumptions).

Refinancing Gain means, in respect of a refinancing:

(a) the positive amount of any Distributions made or to be made in connection with theRefinancing on or before the effective date of the Refinancing; and

(b) the amount of any increase in, or the increased value attributable to any accelerationof, Distributions (less the amount of any reductions in, or the decreased valueattributable to any deferral of Distributions) projected to be made in connection withthe Refinancing in the period from the effective date of the refinancing to the expiry ofthe Concession Period,

taking due account of both the timing and the amount of any such gains which would have beendelivered by an Assumed Refinancing if the relevant refinancing is being undertaken instead ofthat Assumed Refinancing, it being acknowledged that gains from Assumed Refinancings havealready been reflected in the tolls and User Charges set out in Schedule 4 (Toll CalculationSchedule) and that the State should receive no additional payment in respect of such gains.

Related Body Corporate has the meaning given to it in the Corporations Act.

Related Trust Entity means in respect of an entity which is a trustee, manager or responsibleentity of a trust or managed investment scheme:

(a) any Related Body Corporate of the trustee, manager or responsible entity;

(b) any other trustee, manager or responsible entity of the trust or managed investmentscheme (or Related Body Corporate of such an entity);

(c) any Controlling Unit Holder of the trust or managed investment scheme (or Related BodyCorporate of such an entity);

Relevant Amount has the meaning given to it in clause 5.7(a)(iii) (Repayment).

Relevant Damage has the meaning given to it in clause 47.3(a) (No general right to terminate).

Relevant Date has the meaning given to it in clause 20.5(c) (Anticipated delay in completion).

Relevant Effect means an effect which is both material and detrimental on:

(a) the ability of FinCo to pay or repay the Project Debt on the due dates for payment(without regard to any acceleration of the obligation to pay or repay); or

(b) Equity Returns,

provided that, in assessing any Relevant Effect arising due to a particular Possible Key RiskEvent, the fact that the Concessionaires are entitled to recover damages from any Contractors



(where that entitlement arose due to the relevant Possible Key Risk Event and was not related toany claim against the Contractor for failing to appropriately mitigate the effects of the PossibleKey Risk Event) and the fact that the Concessionaires' liability to compensate a Contractor issubject to them having received any compensation pursuant to clause 45 (Key Risk ManagementRegime) will not be taken into account in determining whether the Relevant Effect has occurredor the amount of any Loss that may have been suffered by the Concessionaires.

Relevant Entity has the meaning given to it in clause 59.3(c)(i) (Qualifications).

Relevant Index Date has the meaning given to it in clause 51.2(b) (Additional professionalindemnity insurance).

Relevant Interest has the meaning given to it in section 609 of the Corporations Act.

Relevant Milestone Date means the date for achievement of a Construction Milestone describedin Schedule 10 (Construction Milestones) as that date may be altered as a result of the updating ofthe Design and Construction Program under clause 20.7 (Construction Milestones).

Relevant Tax means any present or future tax, levy, impost, duty, charge, assessment or fee ofany nature (including interest and penalties) that is imposed by any government or other taxingauthority in respect of the design, construction, use, operation, maintenance or repair of roads orthe collection of tolls or other charges for the use of roads other than stamp, registration,documentation or similar tax. Relevant Tax does not include, without limitation, income tax,taxes on the supply of goods or services, withholding tax, financial institutions duty, debits tax,payroll tax or taxes imposed generally on a Concessionaire's or other person's business.

Relevant Tripartite Agreement means any agreement entered into in accordance withclause 59.3(e)(v) (Monitoring of sub-contracts).

Representative has the meaning given to it in clause 72.2(a) (Dispute notice).

Required Rating means a Rating of at least either A- (in respect of Standard & Poor’s Australia)or A3 (in respect of Moody’s Investors Service).

Residual Design Life has the meaning given to it in section 3.1(b) (Residual Design Life atHandover) of the Project Scope and Project Requirements.

Responsible Entity means Macquarie Management Company (ISF) Limited (ABN 68 071 292647) of Level 23, 101 Collins Street, Melbourne, Victoria, 3000.

Returned Facility means any discrete part of the Returned Works completed in accordance withthis Deed.

Returned Works means those parts of the Works in respect of which there is a Facility Ownerand which ConnectEast must complete and progressively handover in accordance with this Deedand described as such in section 2.2 (Returned Works) of the Project Scope and ProjectRequirements.

Revenue has the meaning given to it in clause 42.4 (Revenue exclusive of GST).

Review Materials has the meaning given to that term in clause 33.2(a) (Submission of ReviewMaterials).

RFP means:

(a) the document entitled 'the RFP Overview Document' issued by the State in connectionwith the Project;

(b) the proposal schedules referred to in the RFP Overview Document;

(c) all draft contractual documents issued in conjunction with the RFP Overview Documentor any addenda (as may be amended or added from time to time);

(d) the information documents issued in conjunction with the RFP Overview Document orany addenda (as may be amended or added from time to time); and



(e) any addenda issued by the State.

Ringwood Bypass means the Local Road (and its intersections and interchanges with other LocalRoads and the Freeway) between Ringwood interchange and Maroondah Highway at MountDandenong Road including the northerly ramps from the Ringwood interchange to MaroondahHighway.

Road Management Act means the Road Management Act 2004 (Vic).

Safety Audit Report means a safety audit report which complies with the audit requirements setout in the Project Scope and Project Requirements for such a report.

Second Onlending Agreement has the meaning given to it in the Loan Note SubscriptionAgreement.

Section means each of:

(a) Section 1: Freeway - Springvale Road to Maroondah Highway (including north facingramps), being the area coloured red on the map contained in Exhibit BB (Section Map);

(b) Section 2: Freeway - Maroondah Highway (including south facing ramps) to MonashFreeway (including north facing ramps), being the area coloured green on the mapcontained in Exhibit BB (Section Map);

(c) Section 3: Freeway - Monash Freeway (including south facing ramps) to DandenongSouthern Bypass (including north facing ramps) being the area coloured blue on the mapcontained in Exhibit BB (Section Map);

(d) Section 4: Freeway - Dandenong Southern Bypass (including south facing ramps) toMornington Peninsula, being the area coloured orange on the map contained in ExhibitBB (Section Map);

(e) Section 5: Ringwood Bypass - Ringwood interchange (including north facing ramps toMaroondah Highway) to Maroondah Highway at Mount Dandenong Road, being the areacoloured light blue on the map contained in Exhibit BB (Section Map); and

(f) Section 6: DSB - South Gippsland Highway to Perry Road excluding ramps to theFreeway, being the area coloured pink on the map contained in Exhibit BB (SectionMap),

and a reference to a particular Section by number means the relevant Section as defined above.

Security for Process Bond has the meaning given to it in the Proponent Deed.

Security Interest means:

(a) any bill of sale, mortgage, charge, pledge, hypothecation, title retention arrangement, trustor power as or in effect as security for the payment of a monetary obligation or theobservance of any other obligation;

(b) any lien, profit à prendre, easement, restrictive covenant, any equity or interest in thenature of an encumbrance, garnishee order, writ of execution, right of set off, lease,licence or agreement to use or occupy, assignment of income or monetary claim; and

(c) an agreement to create or give any arrangement referred to in paragraphs (a) or (b).

Security Trust Deed means the deed referred to in paragraph A1 of Schedule 12 (TransactionDocuments).

Security Trustee means, at any time, the person then acting as trustee of the trust established bythe Security Trust Deed.

SEITA means the Southern and Eastern Integrated Transport Authority as established by theSEITA Act.

SEITA Act means the Southern and Eastern Integrated Transport Authority Act 2003 (Vic).



SEITA Approval has the meaning given to it in clause 61.4 (Approvals required from SEITA).

Senior Project Group means the group established under clause 9.1 (Establishment).

Source Code Materials means all Versions of:

(a) the source code and related documentation for all software comprised in the TollingSystem; and

(b) such other materials, information, access keys and manuals as would be required by anappropriately qualified person to use, reproduce, modify and maintain the TollingSystem.

Specified Residual Design Life means the Residual Design Life of an asset as specified insection 3.1(b) (Residual Design Life at Handover) of the Project Scope and Project Requirements.

State means the Crown in right of the State of Victoria.

State Area has the meaning given to it in clause 47.3(c) (Termination with respect to the StateArea).

State Cure Notice has the meaning:

(a) in respect of the Construction Tripartite Agreement, given in the Construction TripartiteAgreement;

(b) in respect of the Operating Tripartite Agreement, given in the Operating TripartiteAgreement; and

(c) in respect of a Relevant Tripartite Agreement, means any equivalent notice given to theState by the Relevant Entity in accordance with the terms of the Relevant TripartiteAgreement.

State Deed of Charge means a deed of charge granted by the Concessionaires and FinCo infavour of the State in the form set out in Exhibit CC (State Deed of Charge) and any additionalsecurity taken by the State.

State Initiated Program has the meaning given to it in clause 20.6(d)(i) (State InitiatedProgram).

State Law means legislation of the State including regulations and subordinate legislation (butwhich for the avoidance of doubt excludes any Approval).

State Non Monetary Consideration Supplies has the meaning given to it in clause 42.6(a) (NonMonetary Consideration Supplies).

Step-In Right has the meaning given to it in clause 70.1 (Step-In Right).

Substitute Insurance means insurance which addresses substantially similar risks to an insurancerequired to be effected under clause 51 (Insurance) and the effecting of which the State agrees inwriting to accept as compliance by each Concessionaire with the requirements under clause 51(Insurance) to effect that insurance.

Supply has the meaning given to it in the GST Law.

Suspension Notice has the meaning given to it in clause 46.1(b) (Particulars).

Tags means electronic transponders used for the purpose of the Tolling System roadsideequipment registering and communicating information on the passage of vehicles.

Tax and Taxes are income, stamp, indirect (including taxes on the supply of goods and services)and other taxes, levies, imposts, deductions, charges, duties, compulsory loans and withholding(including financial institutions duty, debits tax or other taxes whether incurred by, payable byreturn or passed on to another person) together with interest on any of them or penalties (if any),and charges, fees or other amounts made on, or in respect thereof and 'Taxation' will be construedaccordingly.



Tax Invoice has the meaning given to it in the GST Law.

Taxable Recipient has the meaning given to it in clause 42.1 (GST to be added to amountspayable).

Taxable Supplier has the meaning given to it in clause 42.1 (GST to be added to amountspayable).

Taxable Supply has the meaning given to it in the GST Law, excluding the reference to section84-5 of the GST Law.

TDS Tripartite Agreement means an agreement between the State, the Concessionaires and anyother persons expressed to be parties to it in the form of Exhibit HH (TDS Tripartite Agreement),as that form may be amended by agreement between the State and the Concessionaires.

Temporary Works means any temporary physical things and works which a Concessionairemust design, supply or construct, install, produce or complete under this Deed performed for thepurposes of carrying out its Construction Activities, but which do not form part of its Works,including those physical things and works generally described in section 2.4 (Temporary Works)of the Project Scope and Project Requirements, and which if not allocated expressly to be theresponsibility of the Trustee under the Construction Contract or the Project Scope and ProjectRequirements, will be the responsibility of ConnectEast.

Termination Date means in respect of termination under:

(a) clause 37.12(b) (Additional State remedies), the date of the State advising theConcessionaires in writing of its election to terminate;

(b) clause 67 (Termination by Concessionaires):

(i) the date of expiry of the Concessionaires' notice to terminate given in accordancewith clause 67.1 (Concessionaires termination events); or

(ii) if the State has suspended the Concessionaires' rights to terminate in accordancewith clause 67.2 (Suspension of termination notice), the date set out in clause67.2(c)(i) (When Deed terminates).

Third Party Costs means the costs associated with amending or terminating any agreement orarrangement (including debts) between a Concessionaire, FinCo or a Contractor, as relevant and athird party for the purposes of the Project.

Third Party Materials has the meaning given to it in the IP Licence Deed.

Toll Amount has the meaning given to it in clause 33.7(f)(iv) (Enforcement Proceeds).

Toll Calculation Schedule means, at any time, Schedule 4 (Toll Calculation Schedule), asamended consequent upon any change agreed or determined under clause 45 (Key RiskManagement Regime).

Toll Infringement Payment has the meaning given to it in clause 33.7(f)(iii) (EnforcementProceeds).

Toll Monitoring Reports has the meaning given in Part 4.5 of Schedule 5 (Key PerformanceIndicators and KPI Credits).

Toll Reduction means a credit which must be applied by ConnectEast in favour of Customersagainst future Trips on the Freeway.

Toll Reduction Reserve Account means an account established by the Concessionaires underclause 39.6 (Time for payment) into which the Concessionaires must cause to be deposited, inrespect of each Relevant Period, an amount determined under clause 39.6 (Time for payment).

Toll Reduction Reserve Account Balance means the amount which is standing to the credit ofthe Toll Reduction Reserve Account at any time (or would be so standing, if the Concessionaireshad complied on the due date with their obligations under clause 39.6 (Time for payment) todeposit moneys into that account).



Toll Road means an Australian road on which a toll is levied for the passage of vehicles.

Toll Road Service Provider means a provider of tolling services to Customers in connectionwith the use of, or entitlement to use a Toll Road and, for the purpose of any InteroperableAgreement, includes any person who enters into the Interoperable Agreement in respect of therelevant Toll Road.

Tolling means detecting, identifying and tolling, and charging fees for the use of, or otherwise inconnection with, the Freeway as contemplated by this Deed.

Tolling Agreement means the Memorandum of Understanding - Electronic Toll Collectionentered into, as at the date of this Deed, by, among others, CityLink Melbourne Limited, CrossCity Motorway Pty Limited and Queensland Motorways Ltd or any equivalent arrangement fromtime to time between Toll Road Service Providers.

Tolling Amendment has the meaning given in clause 34.6(e)(i) (Tolling Amendment).

Tolling Completion means that stage in the performance of the Construction Activities in relationto a Section when:

(a) Freeway Section Completion of the Construction Activities in relation to that Section hasbeen achieved; and

(b) the balance of the Works and the Construction Activities in relation to that Section arecomplete in accordance with this Deed except for:

(i) minor Defects which:

(A) do not and will not prevent the Tolling System from being safely usedand efficiently and accurately operated for its intended purpose; and

(B) do not and will not prevent the Works from being reasonably capable ofbeing used for their intended purpose; and

(C) the Independent Reviewer decides that the Concessionaires havereasonable grounds for not rectifying promptly; and

(D) can be corrected without adversely affecting the convenient use of theWorks; and

(ii) obligations (if any) which are expressly stated in this Deed as not necessary to beperformed before Tolling Completion; and

(c) each Concessionaire has completed all of its obligations under this Deed which arerequired to be completed before Tolling Completion, including those things set out inSchedule 14 (Completion).

For the avoidance of doubt, sub-paragraph (b)(i)(A) does not apply to Sections 5 or 6.

Tolling Entitlement Notice has the meaning given in clause 33.4(c) (Order-in-Council).

Tolling System

(a) means, at any time, the physical, hardware, software, firmware and other aspects of thesystem as proposed (if such time is before the first Date of Tolling Completion) or asused at that time (as the case may be), for Tolling or the provision of Customer Servicesin relation to the Project, in accordance with the Project Scope and Project Requirements;and

(b) includes any communications cables, Tags, any billing systems, operating systems,security and access systems and devices (including software and hardware keys anddongles), database systems, roadside systems, customer relationship managementsystems, ecommerce systems, maintenance systems, enforcement systems and any othersystems that are necessary or desirable for the full and proper operation of the TollingSystem and the Freeway,



all as modified, upgraded, maintained or reproduced from time to time.

Total KPI Points has the meaning given to it in Part A of Schedule 5 (Key PerformanceIndicators and KPI Credits).

Total KPI Threshold has the meaning given to it in Part A of Schedule 5 (Key PerformanceIndicators and KPI Credits).

Traffic Management Plans means the traffic management plans which comply with therequirements of this Deed for such a plan including a construction traffic management plan,diversion traffic management plan, maintenance traffic management plan, operational trafficmanagement plan and incident traffic management plan required under the Project Scope andProject Requirements.

Traffic Management Strategy means a traffic management strategy which complies with therequirements set out in the Project Scope and Project Requirements.

Traffic Model means the Base Case Traffic Model as changed in accordance with this Deed.

Transaction Documents are the:

(a) Project Documents;

(b) Construction Contract;

(c) Operation and Maintenance Agreement;

(d) Financing Documents;

(e) Equity Documents;

(f) any Customer Service Contract;

(g) any agreements entered into by the Concessionaire in connection with an EquipmentLeasing;

(h) each Agreement to Sub-Lease;

(i) each Freeway Sub-Lease;

(j) the Asset Trust Deed;

(k) any Credit Support Document; and

(l) any Interoperable Agreement.

Trigger Date means, in respect of each Bond, the date falling 30 Business Days before the expiryof the relevant Bond provided the Bond Return Date in respect of that Bond has not occurred.

Trip has the meaning given to it in Schedule 4 (Toll Calculation Schedule).

Tunnel Ventilation Delay means a delay to the Project exceeding 18 months from application, inthe Concessionaires obtaining a works approval under the Environment Protection Act 1978 (Vic)(including any review or appeal prior to the first grant of the approval) in respect of the tunnelventilation system for the tunnels under the Mullum Mullum Creek, except to the extent that it isdue to the Concessionaires' non-compliance with their obligations under this Deed.

Two-Stage Demand Process means the process by which ConnectEast will:

(a) issue a demand for payment of tolls and any toll administration fees in respect of aTrip; and

(b) if that demand is not fully satisfied within 14 days of the issue of that demand to thelast nominee in accordance with the nomination procedures applicable to that demand,issue a further demand for payment of tolls and toll administration fees,



and an offence will arise under the Project Legislation only if the second demand is not fullysatisfied within 14 days of the issue of that further demand to the last nominee in accordance withthe nomination procedures applicable to that further demand.

Underwriting Agreement means the document of that name between Macquarie Equity CapitalMarkets Limited, Macquarie Bank Limited, Commonwealth Securities Limited, ABN AMRORothschild, the Concessionaires and ConnectEast Management Limited as responsible entity ofboth the ConnectEast Holding Trust and the ConnectEast Investment Trust.

Unexpected Pollution means Pollution resulting from an accident, explosion, chemical fire orrelease of radioactive chemicals which directly and immediately causes the Concessionaires to beunable to perform the obligation under the Project Documents from which Force Majeure relief issought (but does not include Pollution arising other than from direct and immediate causes orarising through any failure to implement proper processes or systems).

Uninsurable Force Majeure Event means a Force Majeure Event to the extent to which:

(a) insurance against the risk of its occurrence is excluded from standard market policies oncommercially reasonable terms; or

(b) insurance against the risk of its occurrence is agreed by the State or is agreed ordetermined under clause 51.4(f) (Determination to take into account commercialavailability) to be unavailable.

For the avoidance of doubt, a Force Majeure Event will not be regarded as an Uninsurable ForceMajeure Event solely by reason that it gives rise to a loss greater than an indemnity limit requiredunder clause 51 (Insurance) or because the insurance protection is provided by reason of theoperation of the Terrorism Insurance Act 2003 (Cth) rather than solely under a commerciallyavailable policy.

User Charge means any charge, fee, deposit, pre-payment, required account balance, impost orother amount imposed or required in connection with:

(a) the use of, or the entitlement to use, the Freeway, any part of the Freeway or any otherToll Road; or

(b) the provision of services in connection with the use of or the entitlement to use theFreeway or any part of the Freeway or any other Toll Road.

Utility has the meaning given to it in the Project Legislation.

Utility Infrastructure has the meaning given to it in the Project Legislation.

Version in respect of the Source Code Materials means:

(a) the version of the Source Code Materials for the software comprised in the thencurrent Tolling System; and

(b) any version of the Source Code Materials released in accordance with the IP LicenceDeed.

VicRoads means the Roads Corporation of Victoria established under the Transport Act 1983(Vic).

VicRoads Look Up Fee means the fee paid by ConnectEast to VicRoads pursuant to anagreement between ConnectEast and VicRoads for identification of the owner of a vehicle for thepurposes of issuing a demand pursuant to the Project Legislation in respect of a relevant Trip orTrips by that vehicle.

Victoria's Native Vegetation Management - A Framework for Action means the VictorianGovernment's policy on native vegetation management in force from time to time under thelegislative framework provided by the Planning and Environment Act 1987 (Vic), the Flora andFauna Guarantee Act 1988 (Vic) and the Catchment and Land Protection Act 1994 (Vic).



Victorian Government Purchasing Board Procurement Policies means the VictorianGovernment Purchasing Board Procurement Policies 2002 as may be amended or reissued fromtime to time.

VIPP means the Victorian Industry Participation Policy as may be amended or reissued fromtime to time.

VIPP Statement means the 'VIPP Statement' prepared by and on behalf of the Concessionaireand set out in Exhibit DD (VIPP Statement).

Wilful Default means a breach of a Project Document by an entity or person in circumstances inwhich that entity or person acts in a grossly negligent manner, or with an intentional andconscious or reckless disregard of any of its express obligations under the Project Documents.

Works means, in relation to a Concessionaire, all of the physical things and works which thatConcessionaire must design, supply, construct, install, produce or complete under this Deedincluding:

(a) those physical things and works generally described in sections 2.1, 2.2 and 2.3 of theProject Requirements; and

(b) Modifications,

and which, if not allocated expressly to be the responsibility of the Trustee, will be theresponsibility of ConnectEast, but excluding its Temporary Works.

2. Interpretation2.1 General

In this Deed headings and background are for convenience only and do not affect theirinterpretation. Except to the extent that the context otherwise requires or except as expresslystated otherwise:

(a) references to this Deed include references to all the schedules, annexures and exhibits tothis Deed;

(b) references to appendices, clauses, paragraphs, sub-paragraphs, schedules, annexures orexhibits in this Deed are references to appendices, clauses, paragraphs, sub-paragraphs,schedules, annexures and exhibits of and to this Deed;

(c) subject to paragraph (s), references to any document or agreement (including this Deed)include references to such document or agreement as amended, novated, replaced orsupplemented from time to time;

(d) references to any statute, regulation, by-law or guideline or to any provision of any statute,regulation, by-law or guideline include any modification or re-enactment of, or anyprovision substituted for, and (in the case of a statute) all statutory and subordinateinstruments issued under, such statute, regulation, by-law or guideline or such provision;

(e) words denoting the singular include the plural and vice versa;

(f) words denoting individuals or persons include corporations, partnerships, joint ventures,unincorporated organisations or Governmental Agencies and vice versa;

(g) words denoting any gender include all genders;

(h) references to any party or person include that party's or person's successors or permittedassigns;

(i) 'writing' and cognate expressions include all means of reproducing words in a tangible andpermanently visible form;



(j) where any word or phrase is defined in this Deed, any other part of speech or othergrammatical form will have a corresponding meaning;

(k) (and to the extent used in this Deed but subject to clauses 42.3 (Liability net of GST), 42.4(Revenue exclusive of GST) and 42.5 (Cost exclusive of GST)) all accounting terms usedin this Deed will have the meaning given to those terms under, and all calculations anddeterminations as to financial matters will be made in accordance with, accountingprinciples and practices generally accepted in Australia from time to time and consistentlyapplied;

(l) 'dollar' and '$' mean the lawful currency of Australia;

(m) the terms 'including' and 'include' mean 'including or include (as applicable)' withoutlimitation';

(n) the term 'operation' includes 'Tolling' and 'Customer Services' and cognate expressionswill be similarly interpreted;

(o) the term 'land' includes interests in land;

(p) where an obligation or liability is imposed on the Concessionaire under this Deed, thatobligation or liability is not to be limited or affected by an obligation or liability imposedin another provision of this Deed unless expressly stated;

(q) where a right or remedy is conferred on the State under this Deed, that right or remedy isin addition to, and not in substitution of, any other right or remedy conferred on the Stateunder this Deed or otherwise according to Law;

(r) if more than one requirement imposed on the Concessionaires, whether under a ProjectDocument or otherwise applies in respect of any part of the Project, then all requirementsmust be satisfied. If there are requirements which are mutually exclusive, then therequirement which delivers the greatest level of service, or is of the highest standard, is toapply;

(s) references to the Original Construction Contract, the Original Operation and MaintenanceAgreement, the Financing Documents and the Equity Documents or any of them, arereferences to those documents or the relevant document in the form, receipt of which isacknowledged by the State, either before the date of this Deed or in or toward satisfactionof conditions outlined in clause 3 (Conditions Precedent), but as modified, varied,amended or replaced by the parties to them (or any of them) with the consent of the Stateunder clause 59.1 (Amendments to Transaction Documents);

(t) references to the Equity Funding shareholder loans, units and shares or any of them, arereferences to those terms as defined in the Equity Documents (as applicable), as if theywere subject to the terms and conditions notified to and agreed by the State prior to theCommencement Date but as modified, varied, amended or replaced by the parties to them(or any of them) with the consent of the State under clause 59.1 (Amendments toTransaction Documents);

(u) references to a notice, notification, record, report, consent, agreement, disclosure,evidence or approval or any variation of those words, are references to a notice,notification, record, report, consent, agreement, disclosure, evidence or approval or anyvariation of those words, in writing;

(v) the term 'may' when used in the context of a power or right exercisable by the State meansthat the State can exercise that right or power in its absolute and unfettered discretion andthe State has no obligation to the Concessionaires to do so;

(w) where under this Deed the State may (or it is otherwise contemplated that the State can)give its consent or approval or must either give its consent or approval or do somethingelse, the State has an absolute and unfettered discretion as to whether it gives that consentor approval and the State has no obligation to the Concessionaires to do so;



(x) a provision which is expressed to be 'subject to' another provision of this Deed will applywithout limiting the operation of that other provision;

(y) any reference to obligations or Liabilities of either Concessionaire or both under a ProjectDocument will include references to any obligation or Liability of that Concessionaireunder any Agreement to Sub-Lease or any Freeway Sub-Lease;

(z) a reference to a person being able to pay or repay Actual Debt or Project Debt is areference to that person's financial capacity to pay or repay Actual Debt or Project Debtand not the capacity of that person to refinance that Actual Debt or Project Debt based onfactors other than the forecast financial performance of the Project; and

(aa) any reference to an amount under a Project Document is a reference to the amountexcluding GST (if any).

2.2 Diligent PursuitAny assessment or determination as to:

(a) whether a person has Diligently Pursued something or is Diligently Pursuing something;

(b) whether something has been Diligently Pursued or is being Diligently Pursued; or

(c) what could be achieved were something to be Diligently Pursued,

will be made in the context of the actual circumstances prevailing at all relevant times but:

(d) any lack of financial or technical resources will be disregarded;

(e) the standard of pursuit will be not less than what might reasonably be expected of theState, having regard to the resources (including technical resources) that the State mightreasonably be expected to devote (or procure to be devoted) were the State to have anobligation, and seek, to achieve or implement that thing, promptly; and

(f) the assessment or determination will have due regard to the effect on the carrying out ofthe Project of any Wilful Default by the State or SEITA and of any Force Majeure Event.

If the Concessionaire is required to achieve or comply with a standard under a Project Documentother than Diligent Pursuit, the requirements of that standard must not be read down by referenceto, and must be interpreted without regard to, the standard of Diligent Pursuit.

2.3 Act of PreventionParagraph (a)(ii) of the definition of Act of Prevention and clause 20.4(a) (Risk and cost of delayand disruption) are not intended, of themselves, to apply so as to preclude an act of preventionwhich would (but for that paragraph (a)(ii) and clause 20.4(a) (Risk and cost of delay anddisruption)) have satisfied the other requirements of the definition of Act of Prevention frombeing an Act of Prevention.

2.4 Priority in interpretation(a) Inconsistency

Subject to paragraph (b) (Finance Tripartite Agreement), if there is any inconsistencybetween a provision of this Deed and a provision of another Project Document, this Deedwill prevail unless the parties otherwise agree with express reference to this clause 2.4(a)(Inconsistency).

(b) Finance Tripartite Agreement

If there is any inconsistency between any provision of any Project Document and theFinance Tripartite Agreement, the provisions of the Finance Tripartite Agreement willprevail.



(c) Construction and operation and maintenance documents

For the purposes of this Deed, to the extent of any inconsistency in the Project Scope andProject Requirements, the Design Documentation which has been submitted to theIndependent Reviewer for review in accordance with clause 18 (Design) and which is inaccordance with this Deed, or the Operation and Maintenance Manuals, the order ofpriority of interpretation will be the:

(i) Project Scope and Project Requirements;

(ii) Design Documentation which has been submitted to the Independent Reviewer forreview in accordance with clause 18 (Design) and which is in accordance withthis Deed; and

(iii) Operation and Maintenance Manuals.

2.5 Consents or approvalsIf the doing of any act, matter or thing under this Deed is dependent on the consent or approval ofa party or is within the discretion of a party, the consent or approval may be given, or thediscretion may be exercised, conditionally or unconditionally or withheld by the party in itsabsolute and unfettered discretion unless express provision to the contrary has been made.However, a party may not require payment of a fee as a condition of that consent or approval, orof considering that consent or approval.

2.6 No double recoveryNotwithstanding that a party to this Deed may have entitlements to compensation under or inrespect of different provisions of this Deed in respect of the same Loss, that party may not recovercompensation for the same Loss more than once under this Deed.


Minter Ellison ConnectEast Concession Deed Schedules: Execution Version

Schedule 2 Early Termination Amount

1. Early Termination AmountIf this Deed is terminated under clauses 37.11 (State options) or 67 (Termination byConcessionaires), the Early Termination Amount or ETA, subject to Part 2 (Acknowledgments)of this Schedule 2 (Early Termination Amount), is calculated as follows:

ETA = A + B + C + D + E – F – G

where:

A = the Project Debt.

B = amounts other than the Project Debt payable by the Concessionaires orFinCo to the Financiers as a direct result of terminating the FinancingDocuments (provided that any interest (including default interest) andcharges will be limited to those which would be charged if the ProjectDebt outstanding were the amount of the Project Debt which would beoutstanding in accordance with the Debt Profile if Project Debt had beenpaid or repaid to that date in accordance with the Debt Profile).

C = the amount of a Contractor's reasonable demobilisation costs and othercosts reasonably incurred or expended and not recovered by the Contractoras a direct result of terminating a Transaction Document to which it is aparty.

D = any Third Party Costs reasonably incurred (or to be incurred) by theConcessionaires, FinCo or a Contractor as a direct result of termination ofthis Deed to the extent such costs are not taken into account in C, providedthat:

(a) the Concessionaires, FinCo or the Contractor (as applicable) usesreasonable endeavours to minimise the amount of such Third PartyCosts; and

(b) in respect of any third party agreement entered into by theConcessionaires, FinCo or the Contractor (as applicable) that is fora period that exceeds 5 years and is in connection with theperformance of the Concessionaires' obligations under this Deed orFinCo's or the Contractor’s obligations under a TransactionDocument, the Third Party Costs in relation to such third partyagreement will only include the Third Party Costs associated withthe period of 3 years from the Termination Date unless and to theextent the State has consented in writing to an exposure of ThirdParty Costs under that third party agreement for a longer period.

E = an amount which, together with any amounts which have been paid by theConcessionaires to Equity Investors in respect of their Equity Fundingbetween the Commencement Date and the Termination Date, will result inthe following internal rates of return being achieved in relation to theEquity Funding which has been paid as at the Termination Date:



(a) if the Termination Date falls before the last Date of TollingCompletion, or within 3 years after that date, each applicable BaseCase Equity Return; or

(b) if the Termination Date falls on a later date, the Equity Returns foreach class of Equity Funding prevailing on that date.

F = any amount owing by the Concessionaires to the State or which the Statereasonably considers will be owed by the Concessionaires to the Stateunder the Project Documents as at the Termination Date. F is reduced tothe extent necessary to ensure that ETA is not less than A + B - G providedthat, any amount by which F is reduced will remain a debt owing by theConcessionaire.

G = to the extent not already applied to reduce Project Debt, any amountavailable to be, or which is, paid to the Concessionaires in connection withtermination of this Deed (including amounts held in reserve accounts)which are not, in turn, paid to the State.

2. Acknowledgments(a) No double counting and redress not increased

The Early Termination Amount will be assessed in a manner which avoids doublecounting and the terms of clause 2.3(i) (Redress not increased) will apply.

(b) Liability for indirect or consequential loss

(i) Despite any other provision of this Deed, neither the State nor any of itsAssociates will have any Liability, nor will the Concessionaires be entitled tomake, continue or enforce any Claim against, or seek, pursue or obtain anindemnity against Liability from the State and its Associates arising out of or inrespect of or in connection with, any indirect or consequential loss (including anypure economic loss) incurred or sustained by the Concessionaires or FinCo as aresult of any act or omission of the State or any of its Associates (whethernegligent or otherwise) or as a result of a breach of, or any act or omission arisingout of or in respect of or in connection with, the Transaction Documents by theState or any of its Associates, in respect of which the Concessionaires are entitledto terminate this Deed pursuant to clause 67 (Termination by Concessionaires) andno such amount will be included in the calculation of the Early TerminationAmount.

(ii) For the purpose of this Part 2(b) (Liability for indirect or consequential loss) it isagreed that the following losses are not included in the term 'indirect orconsequential loss':

(A) property damage or losses arising from third party claims in respect ofproperty damage, personal injury or death; and

(B) any amounts expressly provided for in the calculation of any EarlyTermination Amount.



Schedule 3 Property

1. Property Schedule - an overviewThis Schedule is accompanied by 3 Annexures. The Annexures are contained in Exhibit GG(Property Schedule Annexures) to this Deed. These Annexures contain the following information:

Annexure A - contains Land Availability plans showing the land to be made available by theState, including in particular:

(a) the land available 1 month after the Commencement Date (including the original tunnelstratum);

(b) the land available 6 months after the Commencement Date (including the additionalrequested tunnel stratum available 6 months after the Commencement Date);

(c) the land available on the dates specified in the Deferred Available Land schedule.

Annexure B - contains the Deferred Available Land schedule, which sets out the dates on whichthe deferred available land will be made available.

Annexure C - contains the details of Occupied Land for the purposes of clause 11.7 (OccupiedLand).

For the purposes of clause 11.2(a)(i) (State to make land available) of this Deed, the dates onwhich the State has agreed to make land available to the Concessionaires as set out in theAnnexures A and B of Exhibit GG (Property Schedule Annexures) form the Agreed Timetable.

2. Construction LicencesFor the purposes of clause 11.6(a) (Construction Licence) of this Deed, a Construction Licencewill be granted for land on the date that the land is to be made available as identified in AnnexuresA and B of Exhibit GG (Property Schedule Annexures) or earlier if agreed between SEITA andthe Concessionaires.

A Construction Licence will not be granted over, or in respect of, any Local Roads. The Stateagrees that, for the purposes of section 139 of the Project Legislation, the Concessionaires mayexercise the powers of SEITA under sections 133 and 138 of the Project Legislation in respect tothe Local Roads in Annexure A of Exhibit GG (Property Schedule Annexures). The State mustprocure that SEITA facilitates work affecting Local Roads by changing the Extended Project Areasubject to, and in accordance with, the Project Legislation to enable the Concessionaires tocomply with their obligations under this Deed (including any maintenance obligations). The Statemay also discharge this obligation by providing similar facilitation by other means.

For the purposes of clause 11.6(a) (Construction Licence) of this Deed, the Concessionaires mayuse land for which a Construction Licence is to be granted for the following purposes:

(a) access, demolition and clearing; and

(b) construction purposes,

in accordance with the Project Scope and Project Requirements.

For the purposes of clause 11.6(a) (Construction Licence) of this Deed, the duration of tenure foreach Construction Licence will be until the Date of Close Out of the relevant Section or as



otherwise agreed between SEITA and the Concessionaires on or before the date on which theConstruction Licence is to be granted.

3. Maintenance LicenceFor the purposes of clause 11.6(b) (Maintenance Licence) of this Deed, a Maintenance Licencewill be granted for land required for the Maintained Off Freeway Facilities identified in theProject Scope and Project Requirements.

For the purposes of clause 11.6(b) (Maintenance Licence) of this Deed, the duration of tenure willbe until the end of the term of this Deed or as otherwise agreed between the SEITA and theConcessionaires on or before the date on which the Maintenance Licence is to be granted.

4. Access for site investigationsThe State agrees to procure that SEITA permits the Concessionaires to access to the land:

(a) shown as green in Annexure A of Exhibit GG (Property Schedule Annexures) (except forany Occupied Land) ; and

(b) the land identified in items 14 to 17 of Annexure B of Exhibit GG (Property ScheduleAnnexures),

from the Commencement Date, for the purposes of survey, geotechnical investigation,contamination testing and locating utility infrastructure, but only to the extent that it is within thepower of SEITA to do so and subject to the Concessionaires giving SEITA notice of theConcessionaires' intention to the access a parcel of land at least 5 Business Days prior to theConcessionaires requiring access to that parcel of land.

The State agrees to procure that SEITA provides access to the balance of the Public Land (asdefined in the Project Legislation) to be made available by the State as set out in Annexure A ofExhibit GG (Property Schedule Annexures) for the purposes of survey, geotechnical investigation,contamination testing and locating utility infrastructure when reasonably requested by theConcessionaires (which must be delivered to SEITA at least 7 Business Days prior to the date theConcessionaires require access to a parcel of land), but only to the extent that it is within thepower of SEITA and SEITA considers it reasonably practicable to do so.

In exercising any rights of access granted pursuant to this clause 4 (Access for site investigations),the Concessionaires agree:

(a) the rights granted to the Concessionaires are no more extensive than the State or SEITA isable to grant given the terms of the Project Legislation; and

(b) to comply with any conditions imposed by SEITA (acting reasonably) having regard tothe nature and location of the site investigations to be carried out by the Concessionaires.

5. Cadastre baseThe plans comprising Annexure A of Exhibit GG (Property Schedule Annexures) have beenprepared using SEITA's cadastre base. The Concessionaires must use the electronic files(including cadastre) supplied by SEITA in determining the exact location of land the State hasagreed to make available to the Concessionaires.



Schedule 4 Toll Calculation Schedule

1. Definitions and Interpretation1.1 Definitions

The following words and phrases, where they appear in this Schedule 4 (Toll CalculationSchedule), have the following meaning unless the context requires otherwise:

Account means, in respect of a Nominated Tolling Product and a Customer, the paymentarrangement for that Customer with respect to the use of, or the entitlement to use, the Freeway orany part of the Freeway or any other Toll Road.

Base Toll Cap for Cars means the rate specified in Part 2.3 (Base Toll Cap for Cars) of thisSchedule 4 (Toll Calculation Schedule).

Base Toll Rate means the rate specified in Parts 2.1 (Base Toll Rate for Cars) and 2.2 (Base TollRate for Taxis and Hire Cars) of this Schedule 4 (Toll Calculation Schedule), as applicable.

Base Trip Pass Cost means the rate specified in Part 4.1 (Base Trip Pass Cost for Cars) of thisSchedule 4 (Toll Calculation Schedule).

Base User Charge means, in respect of each Nominated Tolling Product, each User Chargespecified in Part 5.2 (Base User Charges) of this Schedule 4 (Toll Calculation Schedule) withrespect to that Nominated Tolling Product.

Bus means a Motor Vehicle having more than 12 seating positions (including that of the driver).

Car means a Motor Vehicle, other than a Motor Cycle, a Commercial Vehicle, a Hire Car or aTaxi (even if such a Motor Vehicle is towing a trailer or caravan).

Charge Fee means, for a Nominated Tolling Product, a category of User Charge and a FinancialYear, the amount set as such in relation to that User Charge and that Financial Year under Part 6.7(Charge Fee) of this Schedule 4 (Toll Calculation Schedule).

Charge Toll Cap means, for a category of Vehicle and a Financial Year, the amount set as suchin relation to that category of Vehicle and that Financial Year under Parts 6.4 (Charge Toll Cap)or, 6.5 (Charge Toll Cap for Cars travelling within the Weekend Period), as applicable, of thisSchedule 4 (Toll Calculation Schedule).

Charge Toll Rate means, for a category of Vehicle, a Toll Zone and a Financial Year, the amountset as such in relation to that category of Vehicle, that Toll Zone and that Financial Year underParts 6.1 (Charge Toll Rate), 6.2 (Charge Toll Rate for Car Trips consisting of travel on one TollZone) or 6.3 (Charge Toll Rate for Cars travelling within the Weekend Period), as applicable, ofthis Schedule 4 (Toll Calculation Schedule).

Charge Trip Pass Cost means, for a category of Vehicle and a Financial Year, the amount set assuch in relation to that category of Vehicle and that Financial Year under Part 6.6 (Charge TripPass ) of this Schedule 4 (Toll Calculation Schedule).

Commercial Tag Account Product means the Nominated Tolling Product specified in Part5.1(e) (Nominated Tolling Products) of this Schedule 4 (Toll Calculation Schedule).

Commercial Vehicle means a Motor Vehicle that is either a Light Commercial Vehicle or aHeavy Commercial Vehicle.



Commercial Video Account Product means the Nominated Tolling Product specified in Part5.1(f) (Nominated Tolling Products) of this Schedule 4 (Toll Calculation Schedule).

Flexible Payment Video Account Product means the Nominated Tolling Product specified inPart 5.1(c) of this Schedule 4 (Toll Calculation Schedule).

GST Rate Change has the meaning given to it in Part 8.2 (Base Toll Rate for Cars) of thisSchedule 4 (Toll Calculation Schedule).

Heavy Commercial Vehicle (HCV) means a Motor Vehicle that is:

(a) a rigid Truck with three or more axles;

(b) an articulated Truck;

(c) a Bus;

(d) a two axle rigid Truck having a gross vehicle mass greater than 4.5 tonnes; or

(e) any Motor Vehicle having a gross vehicle mass greater than 30 tonnes.

Hire Car means a Motor Vehicle which is not a Taxi but is licensed under the Transport Act as ahire car (within the meaning given under the Transport Act).

Indexed, with respect to an amount in this Schedule 4 (Toll Calculation Schedule), means on each1 July during the Concession Period, that amount will be adjusted in accordance with the formulaset out below and then:

(a) if the relevant amount is greater than or equal to $20.00 (Indexed), rounded down to thenearest $5.00 amount; or

(b) if the relevant amount is less than $20.00 (Indexed), rounded upwards or downwards tothe nearest 5 cents:

Adjusted Amount = Amount Original x

−

Base

1FY

CPICPI

where:

CPIFY-1 = the CPI for the Quarter expiring on 31 December of theimmediately preceding Financial Year.

CPI Base = the CPI for the Quarter expiring on 31 December 2003, being1.428.

Original Amount = the amount specified in this Schedule 4 (Toll CalculationSchedule).

Indexed User Charge has the meaning given to it in Part 5.4 (Indexed User Charges) of thisSchedule 4 (Toll Calculation Schedule).

Light Commercial Vehicle (LCV) means a Motor Vehicle that is a two axle rigid Truck, havinga gross vehicle mass that does not exceed 4.5 tonnes, other than a Taxi.

LPN means a licence plate number used for identification of a Vehicle.

Motor Cycle means a two wheeled Motor Vehicle (and includes such a Motor Vehicle even if ithas a trailer, fore car or side car attached).

Motor Vehicle has the meaning given to it in the Road Safety Act 1986 (Vic).

Quarter means each 3 month period commencing on a Quarterly Date.



Quarterly Date means 1 January, 1 April, 1 July and 1 October in any year during theConcession Period.

Standard Casual Use (Trip Pass) Product means the Nominated Tolling Product specified inPart 5.1(d) (Nominated Tolling Products) of this Schedule 4 (Toll Calculation Schedule).

Standard Tag Account Product means the Nominated Tolling Product specified in Part 5.1(a)(Nominated Tolling Products) of this Schedule 4 (Toll Calculation Schedule).

Standard Video Account Product means the Nominated Tolling Product specified in Part 5.1(b)(Nominated Tolling Products) of this Schedule 4 (Toll Calculation Schedule).

Tag Year means, for each Tag, a consecutive 12 month period commencing on the date of issueof a Tag and on each anniversary of the date of issue. Where a Tag is replaced, a Tag Year iscalculated by reference to the date of issue of the original Tag.

Taxi means a Motor Vehicle licensed for operation as a Taxi-Cab (within the meaning givenunder the Transport Act).

Theoretical Toll Cap means, for a category of Vehicle and a Financial Year, the amountcalculated in relation to that category of Vehicle and that Financial Year in accordance withParts 3.3 (Theoretical Toll Cap for Cars) or 3.4 (Theoretical Toll Cap for other Vehicles), asapplicable, of this Schedule 4 (Toll Calculation Schedule).

Theoretical Toll Rate means, for a category of Vehicle, a Toll Zone, and a Financial Year, theamount calculated in relation to that category of Vehicle, that Toll Zone and that Financial Year inaccordance with Parts 3.3 (Theoretical Toll Cap for Cars), 3.4 (Theoretical Toll Cap for otherVehicles) or 3.5 (Theoretical Toll Rate for Taxis and Hire Cars), as applicable, of this Schedule 4(Toll Calculation Schedule).

Theoretical Trip Pass Cost means, for a category of Vehicle and a Financial Year, the amountcalculated for that category of Vehicle and that Financial Year in accordance with Parts 4.2(Theoretical Trip Pass Cost for Cars) or 4.3 (Theoretical Trip Pass Cost for other Vehicles), asapplicable, of this Schedule 4 (Toll Calculation Schedule).

Theoretical User Charge means for a User Charge and a Financial Year, the amount calculatedin accordance with Part 5.5 (Theoretical User Charges) of this Schedule 4 (Toll CalculationSchedule).

Toll Zone means a part of the Freeway described in the table set out in Parts 2.1 (Base Toll Ratefor Cars) or 2.2 (Base Toll Rate for Taxis and Hire Cars), as applicable, of this Schedule 4 (TollCalculation Schedule).

Transport Act means the Transport Act 1983 (Vic).

Trip means the driving of a Vehicle on one or more Toll Zones of the Freeway uninterrupted byexit from the Freeway.

Truck means a Motor Vehicle other than a Bus which has a cab-chassis construction and a grossvehicle mass greater than 1.5 tonnes.

Vehicle means a Motor Vehicle constituted by a Motor Cycle, Car, Commercial Vehicle, Taxi orHire Car.

Weekend Period is the period of time commencing immediately after 24.00 on Friday and endingat 24.00 on the immediately following Sunday and the period of time commencing immediatelyafter 24.00 on the day immediately preceding a public holiday and ending at 24.00 on that publicholiday, where all times are by reference to Melbourne local time and public holidays are those



days or part days appointed as public holidays in Melbourne under the Public Holidays Act 1993(Vic).

1.2 InterpretationFor the purposes of this Schedule 4 (Toll Calculation Schedule), any reference to a User Chargethat is not otherwise defined in Part 1.1 (Definitions) means, in respect of the relevant NominatedTolling Product the amount which will be imposed in the circumstances specified in the tableapplicable to that Nominated Tolling Product in the relevant sub-paragraph of Part 5.1(Nominated Tolling Products), as amended in accordance with this Schedule 4 (Toll CalculationSchedule).

2. Base Toll Rate and Base Toll Cap2.1 Base Toll Rate for Cars

The Base Toll Rate for Cars for a Toll Zone is the amount specified below in relation to the TollZone.

Toll Zone $/Car

Springvale Road to Ringwood Bypass 2.0566

Maroondah Highway to Canterbury Road 0.3058

Canterbury Road to Boronia Road 0.3058

Boronia Road to Burwood Highway 0.3058

Burwood Highway to High Street Road 0.3058

High Street Road to Ferntree Gully Road 0.4640

Ferntree Gully Road to Wellington Road 0.4640

Wellington Road to Police Road 0.4640

Monash Freeway to Princes Highway 0.4640

Princes Highway to Cheltenham Road 0.4640

Dandenong Southern Bypass to GreensRoad

0.4640

Greens Road to Thompson Road 1.0336

Thompson Road to Mornington PeninsulaFreeway/Frankston Bypass

1.0336

Tolls will not apply for travel along the Ringwood Bypass (whether accessing the Freeway orcontinuing onto the Maroondah Highway) or the DSB.

2.2 Base Toll Rate for Taxis and Hire CarsThe Base Toll Rate for Taxis and Hire Cars for a Toll Zone is the amount specified below inrelation to that Toll Zone.



Toll Zone $/Taxi or Hire Car, asapplicable


Any part of the Freeway excludingSpringvale Road to Ringwood Bypass

1.8983

Tolls will not apply for travel along the Ringwood Bypass (whether accessing the Freeway orcontinuing onto the Maroondah Highway) or the DSB.

2.3 Base Toll Cap for CarsThe Base Toll Cap for Cars is $4.4295.

3. Theoretical Toll Rate3.1 Theoretical Toll Rate for Cars

The Theoretical Toll Rate for Cars for a Toll Zone for a Financial Year is calculated inaccordance with the following formula:

Theoretical Toll Rate for Cars =

−

Base

FY

CPICPI 1 x Base Toll Rate for Cars

where:

CPI FY-1 = at any date in that Financial Year, the CPI for the Quarter expiring on 31December of the immediately preceding Financial Year.

CPIBase = the CPI for the Quarter expiring on 31 December 2003, being 1.428.

The Base Toll Rate for Cars is as defined in Part 2.1 (Base Toll Rate for Cars) of thisSchedule 4 (Toll Calculation Schedule).

3.2 Theoretical Toll Rate for other Vehicles(a) Motor Cycles

The Theoretical Toll Rate for Motor Cycles for a Toll Zone for a Financial Year is 0.50times the Theoretical Toll Rate for Cars for that Toll Zone and that Financial Year, asdetermined in accordance with Part 3.1 (Theoretical Toll Rate for Cars) of this Schedule 4(Toll Calculation Schedule).

(b) Light Commercial Vehicles

The Theoretical Toll Rate for Light Commercial Vehicles for a Toll Zone for a FinancialYear is 1.60 times the Theoretical Toll Rate for Cars for that Toll Zone and that FinancialYear, as determined in accordance with Part 3.1 (Theoretical Toll Rate for Cars) of thisSchedule 4 (Toll Calculation Schedule).

(c) Heavy Commercial Vehicles

The Theoretical Toll Rate for Heavy Commercial Vehicles for a Toll Zone for a FinancialYear is 2.65 times the Theoretical Toll Rate for Cars for that Toll Zone and that FinancialYear, as determined in accordance with Part 3.1 (Theoretical Toll Rate for Cars) of thisSchedule 4 (Toll Calculation Schedule).



3.3 Theoretical Toll Cap for CarsThe Theoretical Toll Cap for Cars for a Financial Year is calculated in accordance with thefollowing formula:

Theoretical Toll Cap for Cars =

−

Base

FY

CPICPI 1 x Base Toll Cap for Cars

where:



The Base Toll Cap for Cars is as defined in Part 2.3 (Base Toll Cap for Cars) of this Schedule 4(Toll Calculation Schedule).

3.4 Theoretical Toll Cap for other Vehicles(a) Motor Cycles

The Theoretical Toll Cap for Motor Cycles for a Financial Year is 0.50 times theTheoretical Toll Cap for Cars for that Financial Year, as determined in accordance withPart 3.3 (Theoretical Toll Cap for Cars) of this Schedule 4 (Toll Calculation Schedule).


The Theoretical Toll Cap for Light Commercial Vehicles for a Financial Year is 1.60times the Theoretical Toll Cap for Cars for that Financial Year, as determined inaccordance with Part 3.3 (Theoretical Toll Cap for Cars) of this Schedule 4 (TollCalculation Schedule).


The Theoretical Toll Cap for Heavy Commercial Vehicles for a Financial Year is 2.65times the Theoretical Toll Cap for Cars for that Financial Year, as determined inaccordance with Part 3.3 (Theoretical Toll Cap for Cars) of this Schedule 4 (TollCalculation Schedule).

3.5 Theoretical Toll Rate for Taxis and Hire CarsThe Theoretical Toll Rate for Taxis and Hire Cars for a Toll Zone for a Financial Year iscalculated in accordance with the following formula:

Theoretical Toll Rate forTaxis and Hire Cars

=

−

Base

FY

CPICPI 1 x Base Toll Rate for Taxis

and Hire Cars

where:

CPI FY-1 = at any date in that Financial Year, the CPI for the Quarter expiring on31 December of the immediately preceding Financial Year.


The Base Toll Rate for Taxis and Hire Cars is as defined in Part 2.2 (Base Toll Rate for Taxis andHire Cars) of this Schedule 4 (Toll Calculation Schedule).



3.6 RoundingThe:

(b) Theoretical Toll Rate for each category of Vehicle for a Toll Zone for a Financial Year;and

(c) Theoretical Toll Cap for each category of Vehicle for a Financial Year,

will be calculated rounded to four decimal places.

4. Trip Pass4.1 Base Trip Pass Cost for Cars

The Base Trip Pass Cost for Cars is $4.4295.

4.2 Theoretical Trip Pass Cost for CarsThe Theoretical Trip Pass Cost for Cars for a Financial Year is calculated in accordance with thefollowing formula:

Theoretical Trip Toll Cost for Cars =

−

Base

FY

CPICPI 1 x Base Trip Pass Cost for Cars

where:

CPI FY-1 = at any date in that Financial Year, the CPI for the Quarter expiring on31 December of the immediately preceding Financial Year.


The Base Trip Pass Cost for Cars is as defined in Part 4.1 (Base Trip Pass Cost for Cars) of thisSchedule 4 (Toll Calculation Schedule).

4.3 Theoretical Trip Pass Cost for other Vehicles(a) Motor Cycles

The Theoretical Trip Pass Cost for Motor Cycles for a Financial Year is 0.50 times theTheoretical Trip Pass Cost for Cars for that Financial Year, as determined in accordancewith Part 4.2 (Theoretical Trip Pass Cost for Cars) of this Schedule 4 (Toll CalculationSchedule).


The Theoretical Trip Pass Cost for Light Commercial Vehicles for a Financial Year is1.60 times the Theoretical Trip Pass Cost for Cars for that Financial Year, as determinedin accordance with Part 4.2 (Theoretical Trip Pass Cost for Cars) of this Schedule 4 (TollCalculation Schedule).


The Theoretical Trip Pass Cost for Heavy Commercial Vehicles for a Financial Year is2.65 times the Theoretical Trip Pass Cost for Cars for that Financial Year, as determinedin accordance with Part 4.2 (Theoretical Trip Pass Cost for Cars) of this Schedule 4 (TollCalculation Schedule).



(d) Taxis and Hire Cars

The Theoretical Trip Pass Cost for Taxis and Hire Cars for a Financial Year is 1.00 timesthe Theoretical Trip Pass Cost for Cars for that Financial Year, as determined inaccordance with Part 4.2 (Theoretical Trip Pass Cost for Cars)of this Schedule 4 (TollCalculation Schedule).

4.4 RoundingRounding upon calculation

The Theoretical Trip Pass Cost for each category of Vehicle for a relevant Financial Year will becalculated rounded to four decimal places.

5. Nominated Tolling Products and User Charges5.1 Nominated Tolling Products

Each of the following tolling products is a Nominated Tolling Product:

(a) Standard Tag Account Product, as detailed in Annexure 1 of this Schedule 4 (TollCalculation Schedule) with only those User Charges specified in Part 5.2(a) (Standard TagAccount Product) of this Schedule 4 (Toll Calculation Schedule) as varied in accordancewith this Schedule 4 (Toll Calculation Schedule);

(b) Standard Video Account Product, as detailed in Annexure 2 of this Schedule 4 (TollCalculation Schedule) with only those User Charges specified in Part 5.2(b) (StandardVideo Account Product) of this Schedule 4 (Toll Calculation Schedule) as varied inaccordance with this Schedule 4 (Toll Calculation Schedule);

(c) Flexible Payment Video Account Product, as detailed in Annexure 3 of this Schedule 4(Toll Calculation Schedule) with only those User Charges specified in Part 5.2(c)(Flexible Payment Video Account Product) of this Schedule 4 (Toll Calculation Schedule)as varied in accordance with this Schedule 4 (Toll Calculation Schedule);

(d) Standard Casual Use (Trip Pass) Product, as detailed in Annexure 4 of this Schedule 4(Toll Calculation Schedule) with only those User Charges specified in Part 5.2(d)(Standard Casual Use (Trip Pass) Product) of this Schedule 4 (Toll Calculation Schedule)as varied in accordance with this Schedule 4 (Toll Calculation Schedule);

(e) Commercial Tag Account Product, as detailed in Annexure 5 of this Schedule 4 (TollCalculation Schedule) with only those User Charges specified in Part 5.2(e) (CommercialTag Account Product) of this Schedule 4 (Toll Calculation Schedule) as varied inaccordance with this Schedule 4 (Toll Calculation Schedule); and

(f) Commercial Video Account Product, as detailed in Annexure 6 of this Schedule 4 (TollCalculation Schedule) with only those User Charges specified in Part 5.2(f) (CommercialVideo Account Product) of this Schedule 4 (Toll Calculation Schedule) as varied inaccordance with this Schedule 4 (Toll Calculation Schedule).

5.2 Base User ChargesConnectEast is permitted to charge or impose User Charges on a Customer pursuant to aCustomer Contract in respect of a Nominated Tolling Product as set out in this Part 5.2 (BaseUser Charges) as varied in accordance with this Schedule 4 (Toll Calculation Schedule).



(a) Standard Tag Account Product

In respect of the Standard Tag Account Product, the Base User Charges that ConnectEastmay charge or impose on Customers and the circumstances in which those User Chargesmay be charged or imposed is the amount and the circumstances specified below inrespect of that User Charge.

User Charge Unit $/Unit Circumstances in which theUser Charge is payable

Account Set UpAmount

Per Account $40.00 The Account Set Up Amount is payable onestablishment of an Account. This amountforms the opening balance of the Accountand operates as a credit to tolls.

Top Up Amount Per Account $25.00 The Top Up Amount is payable when,following debit of an Account in respect of aTrip, the balance of the Account is less than$10.00 (Indexed). In these circumstances,the Top Up Amount may be paid by or onbehalf of the Customer by cash-deposit orwill be drawn from a bank account or creditcard account.

Minimum AnnualTag UsageAmount

Per Tag In relation to thecategory of Vehicle towhich the Tag isregistered:

(a) if the relevantVehicle is not aCommercialVehicle, zero; or

(b) if the relevantVehicle is aCommercialVehicle; $20.00

For the first three Tag Years of each Tag, aCustomer will be subject to the MinimumAnnual Tag Usage Amount for each Tagattaching to their Account. An amount up toa maximum of the Minimum Annual TagUsage Amount will be charged annually inarrears in the following circumstances:

If, on the expiry of each of the first threeTag Years an amount equal to or greaterthan the Minimum Annual Tag UsageAmount has not been debited to the Accountin respect of tolls on the Freeway applicableto that Tag during the previous Tag Year, anamount equal to the Minimum Annual TagUsage Amount less the amount that has beendebited from the Account in respect of tollson the Freeway throughout that Tag Yearwill be debited from the Account.

AdditionalStatement Fee

PerAdditionalStatement

$1.00 The Additional Statement Fee is payable:

(a) for each statement issued by mail inresponse to a request from aCustomer to receive a statement bymail more frequently than once perQuarter; and

(b) each duplicate statement issued bymail in response to a request from aCustomer to receive by mail aduplicate of a statement already




issued.

Tag ReplacementFee

Per Tag $40.00 The Tag Replacement Fee is payable at thetime of issue of a new Tag if a Customerloses, damages or destroys a Tag.

The Tag Replacement Fee is held as adeposit by ConnectEast for three years.

The Tag Replacement Fee is credited to thebalance of a Customer's Account as a creditto tolls on the third anniversary of the dateon which the Tag Replacement Fee was paidby the Customer.

The Tag Replacement Fee is returned to theCustomer upon closure of the Account andreturn of the Tag prior to the thirdanniversary of the date on which the TagReplacement Fee was paid by the Customer.

Tag Missing Fee Per Tag (a) $40.00; or

(b) if the Customerhas paid $500(Indexed) ormore in tolls onthe Freeway priorto the obligationfor it to pay theTag Missing Feearising, the TagMissing Fee willbe zero.

The Tag Missing Fee is payable for eachTag that a Customer does not return toConnectEast when required to do so uponclosure of an Account.

Image ProcessingFee

Per Trip $0.2109 The Image Processing Fee is payable if aCustomer uses the Freeway without a Tag ina Vehicle.

Dishonour Fee PerDishonouredTransaction

Pass through, withoutany margin, of bankfees incurred byConnectEast as a resultof the Customer'sfailure to pay amountsdue on the due date.

The Dishonour Fee is payable if aCustomer's payment is not successfullymade, unless the unsuccessful payment isdue to any act, omission or failure by aConcessionaire, its bank or any of theirAssociates.



(b) Standard Video Account Product

In respect of the Standard Video Account Product, the Base User Charges that theConcessionaire may charge or impose on Customers and the circumstances in which thoseUser Charges may be charged or imposed, is the amount and the circumstances specifiedbelow in respect of that User Charge.




Top Up Amount Per Account $25.00 The Top Up Amount is payable when,following debit of the Account in respect ofa Trip, the balance of the Account is lessthan $10.00 (Indexed). In thesecircumstances, the Top Up Amount may bepaid by or on behalf of a Customer by cash-deposit or will be drawn from a bankaccount or credit card account.


Per AdditionalStatement

$1.00 The Additional Statement Fee is payable for:

(a) each statement issued by mail inresponse to a request from aCustomer to receive a statement bymail more frequently than once perQuarter; and

(b) each duplicate statement issued bymail in response to a request from aCustomer to receive by mail aduplicate of a statement alreadyissued.

Image ProcessingFee

Per Trip $0.2109 The Image Processing Fee is payable inrespect of the cost of processing images forthe purpose of Vehicle identification.

Dishonour Fee Per dishonouredtransaction

Pass through,without any margin,of bank feesincurred byConnectEast as aresult of theCustomer's failureto pay amounts dueon the due date.




(c) Flexible Payment Video Account Product

In respect of the Flexible Payment Video Account Product, the Base User Charges that theConcessionaire may charge or impose on Customers and the circumstances in which thoseUser Charges may be charged or imposed, is the amount and the circumstances specifiedbelow in respect of that User Charge.




Top Up Amount Per Account $5.00 The Top Up Amount is payable when,following debit of the Account in respect ofa Trip, the balance of the Account is lessthan $2.50 (Indexed). In thesecircumstances, the Top Up Amount may bepaid by or on behalf of a Customer by cash-deposit or will be drawn from a bankaccount or credit card account.

Top Up Fee Per Top Up $0.5273 The Top Up Fee is payable each time a TopUp Amount is paid in respect of an Accountin either of the following circumstances:

(a) if that Top Up Amount is less than$25.00 (Indexed); or

(b) if the Account Set Up Amount isless than $40.00 (Indexed).




(a) each statement issued by mail inresponse to a request from aCustomer to receive a statement bymail more frequently than once perQuarter; and


Image ProcessingFee

Per Trip $0.2109 The Image Processing Fee is payable inrespect of the cost of processing images forthe purpose of Vehicle identification.


Pass through,without any margin,of bank feesincurred byConnectEast as a

The Dishonour Fee is payable if aCustomer's payment is not successfullymade, unless the unsuccessful payment isdue to any act, omission or failure by aConcessionaire, its bank or any of their




result of theCustomer's failureto pay amounts dueon the due date.

Associates.

(d) Standard Casual Use (Trip Pass) Product

In respect of the Standard Casual Use (Trip Pass) Product, the Base User Charges thatConnectEast may charge or impose and the circumstances in which those User Chargesmay be charged or imposed is the amount and the circumstances specified below inrespect of that User Charge.


Trip PassPurchase Fee

Per contact atcustomerservice centre,post office,newsagency orother retailoutlet

$2.1093 The Trip Pass Purchase Fee is payable inrespect of each contact at a customer servicecentre, post office, newsagency or otherretail outlet in connection with the purchaseof one or more Standard Casual Use (TripPass) Products where that purchase does notoccur through an electronic or automatedtransaction. Provided that at least oneStandard Casual Use (Trip Pass) Product ispurchased, the Trip Pass Purchase Fee willapply irrespective of the number of StandardCasual Use (Trip Pass) Products purchased.

A Standard Casual Use (Trip Pass) Productpurchased by any other means, includingthrough the call centre or on-line, will not besubject to a Trip Pass Purchase Fee.

(e) Commercial Tag Account Product

In respect of the Commercial Tag Account Product, the Base User Charges thatConnectEast may charge or impose on Customers and the circumstances in which thoseUser Charges may be charged or imposed is the amount and the circumstances specifiedbelow in respect of that User Charge.


Minimum AnnualTag UsageAmount

Per Tag $20.00 For the first three Tag Years of each Tag, aCustomer will be subject to the MinimumAnnual Tag Usage Amount for that Tag. Anamount up to a maximum of the MinimumAnnual Tag Usage Amount may be chargedannually in arrears in the followingcircumstances:




If, on the expiry of each of the first threeTag Years an amount equal to or greaterthan the Minimum Annual Tag UsageAmount has not been debited to the Accountin respect of tolls on the Freeway applicableto that Tag during that Tag Year, an amountequal to the Minimum Annual Tag UsageAmount less the amount that has beendebited from the Account in respect of tollson the Freeway throughout that Tag Yearwill be debited from the Account.




(a) each statement issued by mail inresponse to a request by a Customerto receive a statement by mail morefrequently than once per month; and


TagReplacementFee

Per Tag $40.00 The Tag Replacement Fee is payable at thetime of issue of a new Tag if a Customerloses, damages or destroys a Tag.

The Tag Replacement Fee is held as adeposit by ConnectEast.

The Tag Replacement Fee is credited to thebalance of a Customer's Account as a creditto tolls on the third anniversary of the dateon which the Tag Replacement Fee was paidby the Customer.

The Tag Replacement Fee is returned to theCustomer upon closure of the Account andreturn of the Tag prior to the thirdanniversary of the date on which the TagReplacement Fee was paid by the Customer.


(b) if theCustomer haspaid $500(Indexed) ormore in tollson theFreeway prior

The Tag Missing Fee is payable for eachTag that a Customer does not return toConnectEast when required to do so uponclosure of an Account.




to theobligation forit to pay theTag MissingFee arising,the TagMissing Feewill be zero.

Image ProcessingFee

Per Trip $0.2109 The Image Processing Fee is payable if aCustomer uses the Freeway without a Tag ina Vehicle.




AccountManagement Fee

Per Account $13.1832 The Account Management Fee will becharged to the Account once per Quarter.

(f) Commercial Video Account Product

In respect of the Commercial Video Account Product, the Base User Charges thatConnectEast may charge or impose on Customers and the circumstances in which thoseUser Charges may be charged or imposed is the amount and the circumstances specifiedbelow in respect of that User Charge.





(a) each statement issued by mail inresponse to a request from aCustomer to receive a statement bymail more frequently than once permonth; and


Image ProcessingFee

Per Trip $0.2109 The Image Processing Fee is payable inrespect of the cost of processing images for




the purpose of Vehicle identification.

Dishonour Fee Per dishonouredtransaction



AccountManagement Fee

Per Account $13.1832 The Account Management Fee will becharged to the Account once per Quarter.

5.3 Cost-Based User ChargesFor the purposes of clause 34.6(f) (Cost-Based Amendment) of this Deed the following UserCharges are Cost-Based User Charges:

(a) in respect of the Standard Tag Account Product, the Additional Statement Fee, TagReplacement Fee and Tag Missing Fee;

(b) in respect of the Standard Video Account Product, the Additional Statement Fee;

(c) in respect of the Flexible Payment Video Account Product, the Additional Statement Fee;

(d) in respect of the Commercial Tag Account Product, the Additional Statement Fee, TagReplacement Fee and Tag Missing Fee; and

(e) in respect of the Commercial Video Account Product, the Additional Statement Fee.

5.4 Indexed User ChargesThe following User Charges (Indexed User Charges) are subject to indexation in accordancewith Part 5.5 (Theoretical User Charges) of this Schedule 4 (Toll Calculation Schedule):

(a) in respect of the Standard Tag Account Product, the Account Set Up Amount, Top UpAmount, Image Processing Fee and Minimum Annual Tag Usage Amount;

(b) in respect of the Standard Video Account Product, the Account Set Up Amount, Top UpAmount and Image Processing Fee;

(c) in respect of the Flexible Payment Video Account Product, the Account Set Up Amount,Top Up Amount, Top Up Fee and Image Processing Fee;

(d) in respect of the Standard Casual Use (Trip Pass) Product, the Trip Pass Purchase Fee;

(e) in respect of the Commercial Tag Account Product, the Minimum Annual Tag UsageAmount, Image Processing Fee and Account Management Fee; and

(f) in respect of the Commercial Video Account Product, the Image Processing Fee andAccount Management Fee.



5.5 Theoretical User ChargesThe Theoretical User Charge for a Nominated Tolling Product and a Financial Year:

(a) in respect of all User Charges for a Nominated Tolling Product other than Indexed UserCharges, is the Base User Charge specified in Part 5.2 (Base User Charges) of thisSchedule 4 (Toll Calculation Schedule); and

(b) in respect of all Indexed User Charges, is calculated in accordance with the followingformula:

Theoretical User Charge =

−

Base

FY

CPICPI 1 x Base User Charge

where:



The Base User Charge is as defined in Part 5.2 (Base User Charges) of this Schedule 4(Toll Calculation Schedule).

5.6 Project LegislationFor the purposes of section 195 of the Project Legislation, the following User Charges may befixed as toll administration fees:

(a) invoice fee payable in respect of the first demand issued pursuant to the ProjectLegislation in respect of a Demand Period: $4.00 (Indexed);

(b) invoice fee payable in respect of the second demand issued pursuant to the ProjectLegislation in respect of a Demand Period which has been the subject of a first demand:$8.00 (Indexed); and

(c) VicRoads Look Up Fee in respect of one Trip on each day the subject of the relevantdemand.

5.7 Enforcement Allowance AmountThe Enforcement Allowance Amount for the purpose of clause 33.7(f)(v) (Enforcement Proceeds)of this Deed is $10.00.

6. Toll, Trip Pass and Fee setting6.1 Charge Toll Rate

(a) ConnectEast will set a Charge Toll Rate in relation to each category of Vehicle, each TollZone and each Financial Year from and including the Financial Year in whichConnectEast first becomes entitled to levy tolls under clause 33.4 (Commencement ofTolling) of this Deed.

(b) Only one Charge Toll Rate may be set in relation to a category of Vehicle, a Toll Zoneand a Financial Year.

(c) A Charge Toll Rate so set, however, cannot exceed the Theoretical Toll Rate for thatcategory of Vehicle, that Toll Zone and that Financial Year.

(d) In respect of Cars, the Charge Toll Rate under this Part 6.1 (Charge Toll Rate) of Schedule4 (Toll Calculation Schedule) is subject to Parts 6.2 (Charge Toll Rate for Car Trips



consisting of travel on one Toll Zone) and 6.3 (Charge Toll Rate for Cars travelling withinthe Weekend Period) of this Schedule 4 (Toll Calculation Schedule).

6.2 Charge Toll Rate for Car Trips consisting of travel on one Toll ZoneThe Charge Toll Rate for Car Trips consisting of travel on not more than one Toll Zone at anytime that is not within a Weekend Period is the amount specified below in relation to the TollZone.

Toll Zone Multiple

Springvale Road to Ringwood Bypass 1.00 times the Charge Toll Rate for Cars forthat Financial Year and that Toll Zone.

Any Toll Zone between MaroondahHighway to Mornington PeninsulaFreeway/Frankston Bypass

0.80 times the Charge Toll Rate for Cars forthat Financial Year and the relevant Toll Zone.

6.3 Charge Toll Rate for Cars travelling within the Weekend PeriodThe Charge Toll Rate for Cars travelling within the Weekend Period for a Financial Year and aToll Zone is 0.80 times the Charge Toll Rate for Cars for that Toll Zone and that Financial Year.

6.4 Charge Toll Cap(a) ConnectEast will set a Charge Toll Cap in relation to each category of Vehicle (other than

Taxis and Hire Cars) and each Financial Year from and including the Financial Year inwhich ConnectEast first becomes entitled to levy tolls under clause 33.4 (Commencementof Tolling) of this Deed.

(b) Only one Charge Toll Cap may be set in relation to a category of Vehicle and a FinancialYear.

(c) A Charge Toll Cap so set, however, cannot exceed the Theoretical Toll Cap for thatcategory of Vehicle and that Financial Year.

(d) In respect of Cars, the Charge Toll Cap under this Part 6.4 (Charge Toll Cap) of Schedule4 (Toll Calculation Schedule) is subject to Part 6.5 (Charge Toll Cap for Cars travellingwithin the Weekend Period) of this Schedule 4 (Toll Calculation Schedule).

6.5 Charge Toll Cap for Cars travelling within the Weekend PeriodThe Charge Toll Cap for Cars travelling within the Weekend Period for a Financial Year is 0.80times the Charge Toll Cap for Cars for that Financial Year.

6.6 Charge Trip Pass Cost(a) ConnectEast will set a Charge Trip Pass Cost in relation to each category of Vehicle and

each Financial Year from and including the Financial Year in which ConnectEast firstbecomes entitled to levy tolls under clause 33.4 (Commencement of Tolling) of this Deed.

(b) Only one Charge Trip Pass Cost may be set in relation to a category of Vehicle and aFinancial Year.

(c) A Charge Trip Pass Cost so set, however, cannot exceed the Theoretical Trip Pass Costfor that category of Vehicle and that Financial Year.



6.7 Charge Fee(a) ConnectEast will set a Charge Fee in relation to each Nominated Tolling Product, each

category of User Charge and each Financial Year from and including the Financial Year inwhich ConnectEast first becomes entitled to levy User Charges under clause 33.4(Commencement of Tolling) of this Deed.

(b) Only one Charge Fee may be set in relation to a category of User Charge in relation to thatNominated Tolling Product and a Financial Year.

(c) A Charge Fee set for a Nominated Tolling Product, a category of User Charge and aFinancial Year:

(i) cannot exceed the Theoretical User Charge in relation to that Nominated TollingProduct, that Category of User Charge and that Financial Year; and

(ii) if:

(A) the relevant Charge Fee is greater than or equal to $20.00 (Indexed), mustbe rounded down to the nearest $5.00 amount; or

(B) the relevant Charge Fee is less than $20.00 (Indexed), must be rounded tothe nearest 5 cents.

6.8 Determination of when a Trip occursFor the purposes of determining whether a Vehicle travels within:

(a) a Weekend Period, a Trip is within a Weekend Period if the Vehicle's first detectedvehicle passage by a tolling gantry (either by Tag or LPN) for that Trip occurs duringa Weekend Period; or

(b) a Financial Year, a Trip is within a Financial Year if the Vehicle's first detectedVehicle passage by a tolling gantry (either by Tag or LPN) for that Trip occurs duringa Financial Year.

7. Levying of Toll or User Charge7.1 Levying of Toll

Subject to clauses 33.4 (Commencement of Tolling) and 33.5 (Tolls and User Charges) of thisDeed and Parts 7.2 (Levying of Trip Pass Cost) and 7.4 (Setting Toll) of this Schedule 4 (TollCalculation Schedule), ConnectEast may levy a toll for use of a Vehicle on the Freeway (or a partof it) at a particular time if the toll so levied equals:

(a) if the Trip constituted by that use relates to only one Toll Zone, the lesser of each of thefollowing which is applicable to a Trip by the relevant category of Vehicle at the relevanttime:

(i) the Charge Toll Rate set in accordance with Part 6.1 (Charge Toll Rate) of thisSchedule 4 (Toll Calculation Schedule) in relation to that Toll Zone, with respectto the Financial Year in which that Trip occurs and the category of Vehicle whichapplies to the relevant Vehicle;

(ii) if the Trip is undertaken by a Car and not within a Weekend Period, the ChargeToll Rate set in accordance with Part 6.2 (Charge Toll Rate for Car Tripsconsisting of travel on one Toll Zone) of this Schedule 4 (Toll CalculationSchedule) in relation to that Toll Zone, with respect to the Financial Year in whichthat Trip occurs; and



(iii) if the Trip is undertaken by a Car within a Weekend Period, the Charge Toll Rateset in accordance with Part 6.3 (Charge Toll Rate for Cars travelling within theWeekend Period) of this Schedule 4 (Toll Calculation Schedule) in relation to thatToll Zone, with respect to the Financial Year in which that Trip occurs; or

(b) if the Trip constituted by that use relates to more than one Toll Zone, the lesser of each ofthe following which is applicable to a Trip by the relevant category of Vehicle at therelevant time:

(i) the sum of the Charge Toll Rates set in accordance with Part 6.1 (Charge TollRate) of this Schedule 4 (Toll Calculation Schedule) in relation to those TollZones, with respect to the Financial Year in which that Trip occurs and thecategory of Vehicle which applies to the relevant Vehicle;

(ii) if the Trip is undertaken by a Car within a Weekend Period, the sum of the ChargeToll Rates set in accordance with Part 6.3 (Charge Toll Rate for Cars travellingwithin the Weekend Period) of this Schedule 4 (Toll Calculation Schedule) inrelation to those Toll Zones, with respect to the Financial Year in which that Tripoccurs;

(iii) if the Trip is undertaken by a Vehicle other than a Taxi or a Hire Car, the ChargeToll Cap set in accordance with Part 6.4 (Charge Toll Cap) of this Schedule 4(Toll Calculation Schedule) with respect to the Financial Year in which that Tripoccurs and the category of Vehicle which applies to the relevant Vehicle; and

(iv) if the Trip is undertaken by a Car within a Weekend Period, the Charge Toll Capset in accordance with Part 6.5 (Charge Toll Cap for Cars travelling within theWeekend Period) of this Schedule 4 (Toll Calculation Schedule) with respect tothe Financial Year in which that Trip occurs.

7.2 Levying of Trip Pass Cost(a) ConnectEast may not levy a toll under Part 7.1 (Levying of Toll) of this Schedule 4 (Toll

Calculation Schedule) in respect of any use of a Vehicle on the Freeway (or any part of it)if a Standard Casual Use (Trip Pass) Product has been purchased in respect of the relevantuse of that Vehicle on the Freeway (or part of it).

(b) Subject to clauses 33.4 (Commencement of Tolling) and 33.5 (Tolls and User Charges) ofthis Deed and Part 7.4 (Setting Toll) of this Schedule 4 (Toll Calculation Schedule),ConnectEast may, at the time of purchase of a Standard Casual Use (Trip Pass) Product inrelation to the use or prospective use of a Vehicle on the Freeway (or part of it), levy acharge in relation to that use or prospective use of that Vehicle on the Freeway (or part ofit) if the charge so levied equals the Charge Trip Pass Cost set in accordance with Part 6.6(Charge Trip Pass Cost) of this Schedule 4 (Toll Calculation Schedule).

7.3 Levying of User ChargeSubject to clauses 33.4 (Commencement of Tolling) and 33.5 (Tolls and User Charges) of thisDeed and Part 7.5 (Setting Charge Fee) of this Schedule 4 (Toll Calculation Schedule),ConnectEast may levy a User Charge in respect of a Nominated Tolling Product at a particulartime if the User Charge so levied equals the Charge Fee set in accordance with this Schedule 4(Toll Calculation Schedule) in relation to that User Charge and that Nominated Tolling Productapplicable at that time.

7.4 Setting Toll(a) In order to set a Charge Toll Rate, Charge Toll Cap or Charge Trip Pass Toll, ConnectEast

must:



(i) give the State notice of the Charge Toll Rate, Charge Toll Cap or Charge TripPass Toll and the Financial Year in which ConnectEast intends that it first apply;and

(ii) place a notice outlining the Charge Toll Rate, Charge Toll Cap or Charge TripPass Toll and the Financial Year in which ConnectEast intends that it first apply,in both the Victorian Government Gazette and a newspaper circulating throughoutVictoria.

(b) The notice required to be:

(i) given to the State, must be so given at least 1 month prior to commencement ofthe relevant Financial Year if it reflects an increase in the Charge Toll Rate,Charge Toll Cap or Charge Trip Pass Toll or, if it does not reflect such anincrease, prior to commencement of the relevant Financial Year; and

(ii) placed in the Victorian Government Gazette and a newspaper, must be so placedat least 5 Business Days prior to commencement of the relevant Financial Year ifit reflects an increase in the Charge Toll Rate, Charge Toll Cap or Charge TripPass Toll or, if it does not reflect such an increase, prior to commencement of therelevant Financial Year.

7.5 Setting Charge Fee(a) In order to set a Charge Fee, ConnectEast must:

(i) give the State notice of the Charge Fee, and the Financial Year in whichConnectEast intends that it first apply; and

(ii) place a notice outlining the Charge Fee, and the Financial Year in whichConnectEast intends that it first apply, in both the Victorian Government Gazetteand a newspaper circulating throughout Victoria.

(b) The notice required to be:

(i) given to the State, must be so given at least 1 month prior to commencement ofthe relevant Financial Year if it reflects an increase in the Charge Fee, or, if itdoes not reflect such an increase, prior to commencement of the relevant FinancialYear; and

(ii) placed in the Victorian Government Gazette and a newspaper, must be so placedat least 5 Business Days prior to commencement of the relevant Financial Year ifit reflects an increase in the Charge Fee, or, if it does not reflect such an increase,prior to commencement of the relevant Financial Year.

7.6 Application to succeeding years(a) Tolls

A Charge Toll Rate, Charge Toll Cap or Charge Trip Pass Toll set in accordance with thisSchedule 4 (Toll Calculation Schedule) in relation to a category of Vehicle, a Toll Zoneand a particular Financial Year will be deemed to have been so set in relation to allsucceeding Financial Years occurring prior to a Financial Year in respect of which furthernotice is given and placed in accordance with Part 7.4 (Setting Toll) of this Schedule 4(Toll Calculation Schedule) indicating a change to the relevant toll.

(b) Charge Fees

A Charge Fee set in accordance with this Schedule 4 (Toll Calculation Schedule) inrelation to a Nominated Tolling Product and a particular Financial Year will be deemed to



have been so set in relation to all succeeding Financial Years occurring prior to aFinancial Year in respect of which notice is given and placed in accordance with Part 7.5(Setting Charge Fee) of this Schedule 4 (Toll Calculation Schedule) indicating a change tothe relevant Charge Fee.

8. GST8.1 Amounts inclusive of GST

All amounts set, calculated, determined or specified as payable under this Schedule 4 (TollCalculation Schedule) (other than amounts specified in this Part 8 (GST)) include any GST that ispayable in respect of that amount under GST Law.

8.2 Base Toll Rate for CarsIf, at any time during the period between the date of this Deed and the end of the Term, subject toPart 8.7 (GST Rate Change) of this Schedule 4 (Toll Calculation Schedule), the rate of applicableGST under GST Law changes from the GST rate applicable at the time of this Deed (GST RateChange), the Base Toll Rate for Cars which will apply for the purposes of Part 2.1 (Base TollRate for Cars) of this Schedule 4 (Toll Calculation Schedule) after the date on which the GSTRate Change becomes effective will be the Base Toll Rate for Cars adjusted in accordance withthe following formula:

Base Toll Rate for Cars = Y x (1 + X)

where:

X = the rate of GST under GST Law applicable after the GST Rate Change, expressed as adecimal; and

Y = the toll rate specified below in relation to the Toll Zone.

Toll Zone $/Car


Maroondah Highway to Canterbury Road 0.2780

Canterbury Road to Boronia Road 0.2780

Boronia Road to Burwood Highway 0.2780

Burwood Highway to High Street Road 0.2780

High Street Road to Ferntree Gully Road 0.4218

Ferntree Gully Road to Wellington Road 0.4218

Wellington Road to Police Road 0.4218

Monash Freeway to Princes Highway 0.4218

Princes Highway to Cheltenham Road 0.4218

Dandenong Southern Bypass to Greens Road 0.4218

Greens Road to Thompsons Road 0.9396

Thompson Road to Mornington PeninsulaFreeway/Frankston Bypass

0.9396



8.3 Base Toll Rate for Taxis and Hire CarsIf, at any time during the period between the date of this Deed and the end of the Term there is aGST Rate Change, the Base Toll Rate for Taxis and Hire Cars which will apply for the purposesof Part 2.2 (Base Toll Rate for Taxis and Hire Cars) of this Schedule 4 (Toll CalculationSchedule) after the date on which the GST Rate Change becomes effective will be the Base TollRate for Taxis and Hire Cars adjusted in accordance with the following formula:

Base Toll Rate for Taxis and Hire Cars = Y x (1 + X)

where:


Y = the toll rate specified below in relation to the Toll Zone.

Toll Zone $/Car


Any part of the Freeway excluding Springvale Roadto Ringwood Bypass

1.7257

8.4 Base Toll Cap for CarsIf, at any time during the period between the date of this Deed and the end of the Term there is aGST Rate Change, the Base Toll Cap for Cars which will apply for the purposes of Part 2.3 (BaseToll Cap for Cars) of this Schedule 4 ( Toll Calculation Schedule) after the date on which theGST Rate Change becomes effective will be the Base Toll Cap for Cars adjusted in accordancewith the following formula:

Base Toll Cap for Cars = Y x (1 + X)

where:


Y = $4.0268.

8.5 Base Trip Pass Toll for CarsIf, at any time during the period between the date of this Deed and the end of the Term there is aGST Rate Change, the Base Trip Pass Toll for Cars which will apply for the purposes of 4.1 (BaseTrip Pass Cost for Cars) of this Schedule 4 ( Toll Calculation Schedule) after the date on whichthe GST Rate Change becomes effective will be the Base Trip Pass Toll for Cars adjusted inaccordance with the following formula:

Base Trip Pass Toll for Cars = Y x (1 + X)

where:


Y = $4.0268.



8.6 Base User ChargesIf, at any time during the period between the date of this Deed and the end of the Term there is aGST Rate Change, in respect of each User Charge which is Consideration for a Taxable Supply,the Base User Charge which will apply for the purposes of Part 5.2 (Base User Charges) of thisSchedule 4 ( Toll Calculation Schedule) after the date on which the GST Rate Change becomeseffective will be the Base User Charge for that User Charge adjusted in accordance with thefollowing formula:

Base User Charge = Y x (1 + X)

where:


Y = the amount specified below in relation to the User Charge.

(a) Standard Tag Account Product

Charges Unit $/unit

Minimum Annual Tag UsageAmount

Per Tag (a) $0.00 if the relevantvehicle is not aCommercial Vehicle; or

(b) $18.182 if the relevantvehicle is a CommercialVehicle.

Additional Statement Fee Per AdditionalStatement

$0.909

Tag Replacement Fee Per Tag $36.364


(b) if the Customer has paid$500 (Indexed) or morein tolls on the Freewayprior to the obligationfor it to pay the TagMissing Fee arising, theTag Missing Fee will bezero

Image Processing Fee Per Trip $0.1917



(b) Standard Video Account Product

Charges Unit $/unit


$0.909


(c) Flexible Payment Video Account Product

Charges Unit $/unit


$0.909

Top Up Fee Per Account $0.4794


(d) Standard Casual Use (Trip Pass) Product

Charges Unit $/unit

Trip Pass Purchase Fee Per contact at customerservice centre, postoffice, newsagency orother retail outlet

$1.9175



(e) Commercial Tag Account Product

Charges Unit $/unit

Minimum Annual Tag UsageAmount

Per Tag $18.182


$0.909

Tag Replacement Fee Per Tag $36.364


(b) if the Customer has paid$500 (Indexed) or morein tolls on the Freewayprior to the obligationfor it to pay the TagMissing Fee arising, theTag Missing Fee will bezero.


Account Management Fee Per Accountper Quarter

$11.9847

(f) Commercial Video Account Product

Charges Unit $/unit


$0.909


Account Management Fee Per Accountper Quarter

$11.9847

8.7 GST Rate ChangeNotwithstanding any other provision of this Schedule 4 (Toll Calculation Schedule), the GSTRate Change in respect of any toll or User Charge will not take into account any change to the rateof applicable GST if the change to the rate of GST does not apply to the relevant toll or UserCharge.

8.8 Statements must qualify as a tax invoiceThe Concessionaires must ensure that any statement which is required to be generated in respectof a Nominated Tolling Product qualifies as a Tax Invoice in respect of any amount listed on thatstatement which is Consideration for a Taxable Supply.



Annexure 1 to Schedule 4

Standard Tag Account ProductUser Charge Parameter Standard Tag Account Product

Product Description This product is designed for every day or frequentmotorists. This is a pre-paid Account.

Internet Set Up Bonus If during the 12 months following commencementof tolling of the last Freeway Section to achieveTolling Completion, a Customer sets up anAccount via the Internet, the Customer will receivea $20.00 bonus credit to the Account. This will beoffset against tolls and User Charges.

First Trip prior to Account set up During the 12 months following commencement oftolling of the last Freeway Section to achieveTolling Completion, if a person who does not havean Account travels on the Freeway but opens anAccount within 72 hours of the Trip, that Trip andall subsequent Trips will not be charged as a CasualTrip but will be debited to the new Account.

LPNs and Tags There is no limit to the number of LPNs or Tagsthat may be attached to an Account.

Account Set Up Amount A Customer may nominate an amount in excess ofthe Account Set Up Amount.

Top Up Top Up may be automatic or manual.

Top Up Amount A Customer may nominate an amount in excess ofthe Top Up Amount.

Top Up Trigger A Customer may nominate a higher amount as theamount that will trigger the requirement to Top Up.

Statements Detailed Quarterly statements will be generatedand will be available free of charge to Customersthrough the internet, by email or by fax at the endof each Quarter.

Customers may elect to have a Quarterly statementmailed to their nominated address at no cost.These statements will be mailed no later than 5Business Days after the end of each Quarter.

Customers may request statements more frequentlythan Quarterly.

Customers will be able to obtain up to dateAccount information (including the Accountbalance from the previous day) free of charge viathe ConnectEast website.



User Charge Parameter Standard Tag Account Product

Previous statements will be available on theinternet for Customers to view at any time (aminimum 6 month period will be available).

Customers may request for previous statements tobe mailed.

Account Closure A Customer may, at any time, request that anAccount be closed. Upon receipt of that request,ConnectEast must promptly close that Account and(subject to compliance with the provisions of theCustomer Contract in relation to the return of allTags, including the payment of any Tag MissingFee) refund the balance of the Account to theCustomer.

User Charges The only User Charges that may be charged to orimposed on Customers are those specified in Part5.2(a) (Standard Tag Account Product) of thisSchedule 4 (Toll Calculation Schedule).




Standard Video Account ProductUser Charge Parameter Standard Video Account Product

Product Description This product is designed for every day or frequentmotorists. This is a pre-paid Account.

Internet Set Up Bonus If during the 12 months following commencementof tolling of the last Freeway Section to achieveTolling Completion, a Customer sets up anAccount via the Internet, the Customer will receivea $20.00 bonus credit to the Account. This will beoff-set against tolls and User Charges.

First Trip prior to Account Set Up During the 12 months following commencement oftolling of the last Freeway Section to achieveTolling Completion, if a person who does not havean Account travels on the Freeway but opens anAccount within 72 hours of the Trip, that Trip andall subsequent Trips will not be charged as a CasualTrip but will be debited to the new Account.

LPNs There is no limit to the number of LPNs that maybe attached to an Account.


Top Up Top Up may be manual or automatic.

A Manual Top Up Video Account is available onlyif the Customer is able to receive electronic Top Upadvices by SMS, email or fax.

Top Up Amount A Customer may nominate an amount in excess ofthe Top Up Amount.





Customers will be able to obtain up to date



User Charge Parameter Standard Video Account Product

Account information (including the Accountbalance from the previous day) free of charge viathe ConnectEast website.



Account Closure A Customer may, at any time, request that anAccount be closed. Upon receipt of that request,ConnectEast must promptly close that Account andrefund the balance of the Account to the Customer.

User Charges The only User Charges that may be charged to orimposed on Customers are those specified in Part5.2(b) (Standard Video Account Product) of thisSchedule 4 (Toll Calculation Schedule).




Flexible Payment Video Account ProductUser Charge Parameter Flexible Payment Video Account Product

Product Description This product is a 'user friendly' product, suitable forinfrequent users of the Freeway and Customerswho wish to use the Freeway frequently but for ashort period.

This is a pre-paid Account.

First Trip prior to Account Set Up During the 12 months following commencement oftolling of the last Freeway Section to achieveTolling Completion, if a person who does not havean Account travels on the Freeway but opens anAccount within 72 hours of the Trip, that Trip andall subsequent Trips will not be charged as a CasualTrip but will be debited to the new Account.

LPNs There is no limit to the number of LPNs that maybe attached to an Account.


Top Up Top Up may be manual or automatic.

A Manual Top Up Video Account is available onlyif the Customer is able to receive electronic Top Upadvices by SMS, email or fax.

Top Up Amount A Customer may nominate, in respect of each TopUp, an amount in excess of the Top Up Amount.








User Charge Parameter Flexible Payment Video Account Product



Account Closure A Customer may, at any time, request that anAccount be closed. Upon receipt of that request,ConnectEast must promptly close that Account andrefund the balance of the Account to the Customer.

User Charges The only User Charges that may be charged to orimposed on Customers are those specified in Part5.2(c) (Flexible Payment Video Account Product)of this Schedule 4 (Toll Calculation Schedule).




Standard Casual Use (Trip Pass) ProductUser Charge Parameter Standard Casual Use (Trip Pass) Product

Product Description This product is designed for infrequent orinadvertent users of the Freeway and caters forone-off or occasional users, casual users, first-timeusers, Customers without a Tag video product,rental vehicles and non Melbourne CityLink Tagholders.

Purchase of Trip Pass May be purchased at any time up to 6 months priorto travel and may be purchased up to 72 hours aftera Trip. Trip Passes may be purchased singularly orin multiples for one LPN. Trip Passes may be usedat any time after purchase but must be used within6 months of purchase.

Status Customers will be able, at no cost, to check(including by use of the Internet or IntegratedVoice Recognition) the number of available TripPasses registered to their LPN.

User Charges The only User Charges that may be imposed onCustomers are those specified in Part 5.2(d)(Standard Casual Use (Trip Pass) Product) of thisSchedule 4 (Toll Calculation Schedule).




Commercial Tag Account ProductUser Charge Parameter Commercial Tag Account Product

Product Description This product is designed for frequent travel.

LPNs and Tags There is a minimum of 10 LPNs or Tags to beattached to an Account.

Payment Terms This is a post-paid Account. Invoices will begenerated with standard trade credit terms.

Statements Detailed monthly statements will be generated andwill be available free of charge to Customersthrough the internet, by email or by fax at the endof each month.

Customers may elect to have a monthly statementmailed to their nominated address at no cost.These statements will be mailed no later than 5Business Days after the end of each month.

Customers may request statements more frequentlythan monthly.




Commercial Services Account management will include toll Accountmanagement, including the ability to downloadfrom the ConnectEast website commercial accountinformation in pre-established formats such asExcel spreadsheets.

Customers will have access to a businessintelligence program that will provide business andfreight operators with real-time information abouttravel times and traffic congestion, as well ashistorical and trend analysis to assist localoperators to establish optimal scheduling.

Account Closure A Customer may, at any time, request that anAccount be closed. Upon receipt of that request,ConnectEast must promptly close that Account(subject to compliance with the provisions of the



User Charge Parameter Commercial Tag Account Product

Customer Contract in relation to the return of allTags, including the payment of any Tag MissingFee and receipt by ConnectEast of all moneys dueto it under or in respect of the Customer Contract).

User Charges The only User Charges that may be charged to orimposed on Customers are those specified in Part5.2(e) (Commercial Tag Account Product) of thisSchedule 4 (Toll Calculation Schedule).




Commercial Video Account ProductUser Charge Parameter Commercial Video Account Product

Product Description This product is designed for frequent travel.

LPNs There is a minimum of 10 LPNs to be attached toan Account.

Payment Terms This is a post-paid Account. Invoices will begenerated with standard trade credit terms.

Statements Detailed monthly statements will be generated andwill be available free of charge to Customersthrough the internet, by email or by fax at the endof each month.

Customers may elect to have a monthly statementmailed to their nominated address at no cost.These statements will be mailed no later than 5Business Days after the end of each month.

Customers may request statements more frequentlythan monthly.




Commercial Services Account management will include toll Accountmanagement, including the ability to downloadfrom the ConnectEast website commercial accountinformation and pre-established formats such asExcel spreadsheets.

Customers will have access to a businessintelligence program that will provide business andfreight operators with real-time information abouttravel times and traffic congestion, as well ashistorical and trend analysis to assist localoperators to establish optimal scheduling.

Account Closure A Customer may at any time request that anAccount be closed. Upon receipt of that requestConnectEast must promptly close that Accountupon receipt by ConnectEast of all moneys due to it



User Charge Parameter Commercial Video Account Product

under or in respect of the Account.

User Charges The only User Charges that may be charged to orimposed on Customers are those specified in Part5.2(f) (Commercial Video Account Product) of thisSchedule 4 (Toll Calculation Schedule).



Schedule 5 Key Performance Indicators and KPICredits

Part A - KPI Credit

1. OverviewConnectEast must use the KPIs to assess and report upon its performance to the State against therequirements of the Deed, subject to the State's right of performance monitoring and reviewprovided for in clause 34.10 (Reduction of tolls linked to performance).

ConnectEast must use these KPIs and the results of the Annual Customer Services Audit (referredto in clause 34.9 (Customer Service Audit)) as a scorecard to assess its performance against theKPIs. The scorecard will be prepared on the basis of a combination of internal and independentmeasures of performance across KPIs. The State will have the right to use other assessmentmethods in addition to the methods used by ConnectEast.

KPI Points will accumulate over each Financial Year such that, once the Total KPI Threshold asidentified in Table 1 of Part 7.2 (Yearly threshold value) of this Schedule 5 (Key PerformanceIndicators and KPI Credits) is reached within a Financial Year, it will trigger a corresponding KPICredit as identified in Table 1 of Part 7.2 (Yearly threshold value) of this Schedule 5 (KeyPerformance Indicators and KPI Credits) to be applied to Eligible Customers.

A KPI Credit will only be payable in accordance with this Deed in the first full Financial Yearafter the first Date of Tolling Completion (other than for Sections 5 and 6) and in each subsequentFinancial Year. The amount of that KPI Credit will be subject to the caps set out in Parts 7.2(a) to7.2(d) (Yearly threshold value) of this Schedule 5 (Key Performance Indicators and KPI Credits).

KPI Credits will be Indexed, such indexation commencing from 30 November 2008.

The KPI Credit will be apportioned and credited against the Account of each Eligible Customerwhen that Tag (or that licence number plate, as applicable) is subsequently recorded using theFreeway (See Part 8 (Crediting of KPI Credit)).

2. Outline of FunctionKPIs will be measured monthly (or as otherwise contemplated by Part B - Key PerformanceIndicators) by ConnectEast and reported Quarterly to the State. At the end of each FinancialYear, the KPI Points for that Financial Year will be aggregated (Total KPI Points).

If the Total KPI Points for that Financial Year equal or exceed the Total KPI Threshold relevantto that Financial Year, the Concessionaires must, within 60 days, advise of the KPI Credit thatwill be available to the Eligible Customers against tolls and fees payable for their future use of theFreeway.

At the start of each Financial Year the balance of KPI Points will be reset to zero.



3. KPI CategoriesThe KPIs are for the following five services areas:

• Customer Service and customer satisfaction;

• Road condition;

• Landscape and architectural features maintenance;

• Tolling accuracy; and

• Environment.

4. Monitoring and Reporting Performance4.1 Monitoring Performance

ConnectEast must monitor all KPIs listed in the KPI Table in Part B - Key Performance Indicatorsand measure them in a manner consistent with Operation and Maintenance Best Practices todetermine if the KPI has been met.

4.2 Customer Service and Customer SatisfactionCall centre log reports and Integrated Voice Recognition (IVR) call log reports will providedetails of the performance and measurement of ConnectEast’s call centre performance.

Customer satisfaction reporting will be in accordance with the requirements of clause 34.8(Customer Service and complaints reports) against the Customer Services requirements detailed inclause 34.4 (Customer Services).

4.3 Road ConditionKPIs related to incident response, lane availability and tunnel closures will be measured byConnectEast.

ConnectEast must carry out an independent audit once in each Financial Year of the Operator’sperformance, which must include assessment of the performance against the Road ConditionKPIs. The results of the audit must be provided to the State.

4.4 Landscape and Architectural Features MaintenanceThe performance of ConnectEast in relation to this services area will be measured in a mannerconsistent with Operation and Maintenance Best Practices to determine if the KPI has been met.

4.5 Tolling AccuracyThe performance of ConnectEast in relation to these KPIs will be measured through the outputs ofToll Monitoring Reports generated by the Back Office Computing System (BOCS) and otherreports run periodically and at the reasonable request of the State. ConnectEast will also includerelevant results from Customer Complaints or other systems notified to the State and which areconsistent with Operation and Maintenance Best Practices.

4.6 EnvironmentThese KPIs will be measured as a direct result of negative divergences from EPA licencerequirements.



5. Reporting Performance to the StateConnectEast will report on its performance to the State on a Quarterly basis within 20 BusinessDays of each Quarter end in accordance with clause 34.10 (Reduction of tolls linked toperformance).

6. Review of KPI Regime and ConnectEast's Performance6.1 Review of KPI Regime

(a) Following the fifth anniversary of the commencement of the KPI Regime, ConnectEastmust, in consultation with the State, review:

(i) the KPI Regime; and

(ii) whether the standard imposed by the KPI Regime:

(A) is consistent with Operation and Maintenance Best Practices; and

(B) matches the services being delivered and how those services are beingdelivered.

(b) ConnectEast will use its best efforts to agree any changes to the KPI Regime in good faithwith the State, provided that:

(i) any change must be consistent with Operation and Maintenance Best Practices;

(ii) other than with the consent of the State, the KPI Regime and KPI Benchmarkscannot be less than the standard required by this Deed;

(iii) the allocation of risk pursuant to this Deed is not to be amended other than withthe consent of the State; and

(iv) any change must be considered in the context of the whole KPI Regime.

6.2 Review of ConnectEast's PerformanceIf, following the review of ConnectEast's performance against the KPI Regime and againstOperation and Maintenance Best Practices, the State reasonably forms the view that ConnectEast'sperformance was unsatisfactory, ConnectEast must, within 10 Business Days of notification inwriting by the State, provide an agreed action plan to the State having considered the following:

(a) the performance result achieved and a plan and methodology to improve performance;

(b) a program for the deployment of this plan and methodology; and

(c) a program to review such plan and methodology.

ConnectEast must implement and monitor such action plan as agreed with the State.

7. Mechanism for determining KPI Credit7.1 Mechanism for determining KPI Credit

KPI Points will be measured on a monthly basis and aggregated over each Quarter to provide thebasis for the Quarterly KPI Report.

At the end of the Financial Year, the Quarterly totals of the KPI Points will be aggregated toproduce the Total KPI Points for the Financial Year to be compared to the Total KPI Threshold.

At the start of each Financial Year the balance of KPI Points will be reset to zero.



7.2 Yearly threshold valueA KPI Credit will be payable in the first full Financial Year after the first Date of TollingCompletion and in each subsequent Financial Year if the Total KPI Points for that Financial Yearare equal to or exceed the Total KPI Threshold values set out in Table 1 below. The amount ofthe KPI Credits will be subject to the following caps:

(a) in the first full Financial Year after the first Date of Tolling Completion (other than forSections 5 and 6), $5,000,000;

(b) in the second full Financial Year after the first Date of Tolling Completion (other than forSections 5 and 6), $5,000,000;

(c) in the third full Financial Year after the first Date of Tolling Completion (other than forSections 5 and 6), $10,000,000; and

(d) in each subsequent Financial Year $15,000,000.

KPI Credits will be Indexed, such indexation commencing on 30 November 2008. The amount ofthe KPI Credits will be:

Table 1: KPI Credit Amounts

Total KPIThreshold

(Financial Year)

KPI Credit $m (Indexed)

First fullFinancial Yearafter the first

Date of TollingCompletion

Second fullFinancial Yearafter the first


Third fullFinancial Yearafter the first


Eachsubsequent

Financial Yearafter the first


500 points 0.83 0.83 1.67 2.5600 points 1.00 1.00 2.00 3.0700 points 1.17 1.17 2.33 3.5800 points 1.33 1.33 2.67 4.0900 points 1.50 1.50 3.00 4.5

1000 points 1.67 1.67 3.33 5.01100 points 2.00 2.00 4.00 6.01200 points 2.33 2.33 4.67 7.01300 points 2.67 2.67 5.33 8.01400 points 3.00 3.00 6.00 9.01500 points 3.33 3.33 6.67 10.02000 points 5.00 5.00 10.00 15.0

8. Crediting of KPI Credit8.1 Crediting to Eligible Customers

The total KPI Credit will be allocated amongst each Eligible Customer by reference to their usageof the Freeway during the Financial Year to which the KPI Credit relates.

Any KPI Credit to be provided in respect of a Financial Year must be credited to EligibleCustomers within 20 Business Days of the date on which it is determined to be payable.



8.2 How Often KPI Credits may be notifiedConnectEast will notify the KPI Credit once in respect of each Financial Year for which thethreshold values have been equalled or exceeded.

9. Notification to Eligible Customers of KPI Credit9.1 Notification of KPI Credit

When a KPI Credit is payable in respect of a Financial Year, ConnectEast must notify the EligibleCustomers on their next monthly statement along with a brief summary of why the KPI Credit isbeing provided. ConnectEast acknowledges that the State may publicly comment onConnectEast's performance in any forum or communication method in its discretion, which mayinclude adverse comments on ConnectEast's performance in respect of the KPI Regime whereConnectEast is required to pay a KPI Credit.

9.2 Customers who are eligible to receive KPI CreditsThe customers who will be given the KPI Credit (Eligible Customers) are each current Customerwho had a Customer Contract with ConnectEast at any time during the Financial Year to whichthe KPI Credit relates, and who used the Freeway during that Financial Year. Casual users of theFreeway who do not have a Customer Contract will not be Eligible Customers for KPI Credits.



Part B - Key Performance Indicators

No.KPI Description KPI

Benchmark KPI PointsAssessmentPeriod

1. A Quarterly KPI Report, containing the informationrequired by the Deed, is submitted within 20Business Days after the end of each Quarter.

100% <20BusinessDays afterthe end ofeach Quarter= 0 points

20-60BusinessDays afterthe end ofeach Quarter= 50 points

>60BusinessDays afterthe end ofeach Quarter= 100 points

AssessedQuarterly

Standards for Customer Services

ConnectEast must achieve the following response standards formotorists seeking to purchase tolling products by telephone.

The time is restarted from the time the customer selects on theIntegrated Voice Recognition a call diversion to a customerservices operator. Calls Answered is defined in General Note 1 atthe end of this table.

2. The number of incoming calls must not exceed 96%of the inbound telephone line capacity for more than5 minutes on any one day, so that all telephone callsare answered.

This KPI is limited to one breach per day.

100% 100 pointsevery timeline capacityis reached

Assessedmonthly

3. Calls answered within 20 seconds.

The number of calls is to be rounded down to thenearest 100 calls.

Example:

If ConnectEast through its telephone system receives1,000 calls on any given day, ConnectEast would berequired to answer 900 of these calls within 20seconds. If ConnectEast was only able to answer 800calls within the 20 seconds then the points for thatday would be 1 (=1 x (100/100)).

90% 1 point forevery 100calls notansweredwithin KPIBenchmark

Assessedmonthly







Example:

If ConnectEast through its telephone system receives10,000 calls on any given day, ConnectEast would berequired to answer 9,000 of these calls within 20seconds and 999 of the 1000 calls left within 120seconds. If ConnectEast was only able to answer 800calls within the 120 seconds (this would be 100 callsover the threshold ie 199 rounded down to 100). IfConnectEast was only able to answer 800 calls withinthe 120 seconds then the points for that day would be1(=1 x (100/100)).

99.9% 1 point forevery 100calls notansweredwithin KPIBenchmark

Assessedmonthly

5. Accuracy of registration of Customer/vehicle details

This is the accuracy with which a customer servicesoperator enters Customer information either at acustomer services centre, by telephone, from anemail, or from a facsimile. This KPI will be measuredby Toll Monitoring.

99.8% 10 points foreachdeviationoutside KPIBenchmark

Assessedmonthly

Mandatory customer calls

When the means of authorising (by Customer Account orotherwise) use of the Freeway or changes to the terms orconditions or status of a user's rights of usage, tolls, User Charges,or eligibility for discount require a customer to call ConnectEast,the following response times must be achieved.

The time is restarted from the time the customer selects on theIVR a call diversion to a customer services operator.




Assessedmonthly



99.9% 1 point forevery 100calls notansweredwithin KPIbenchmark

Assessedmonthly





Elective Customer calls

When existing Customers call to vary Customer details (address,registration number, bank details etc), the following responsetimes must be achieved.

The time is restarted from the time the Customer selects on theIVR a customer services operator.




Assessedmonthly




Assessedmonthly

10. Mail and other indirect delivery channels (includingAustralia Post Office)

Applications for Accounts, Tags, nominated vehicles,responded to in accordance with all requirements ofthis Deed and any relevant Customer Contract within5 Business Days of receipt at the first customerservice centre facility where such application isreceived.

KPI applicability is from in-house receipt, to out thedoor shipments / mail responses. ConnectEast’sdocument management system will be used tomeasure compliance.

99.9% 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

11. Applications for casual user products granted andcommunicated with receipt details before completionof call/transaction (excluding Customer errors oromissions)

Customers who make applications for casual usertolling products prior to travelling on the Freewayand are approved by ConnectEast must becommunicated back to the Customer before thecompletion of the call or the Trip takes place exceptin the circumstances where a (Standard Casual Use(Trip Pass) Product (referred to in paragraph 5.1(d)(Nominated Tolling Products) of Schedule 4) ispurchased after the Trip takes place.


Assessedmonthly





12. Timeframe for charging Interoperability charges toCustomer's Accounts from other Toll Roads.

99% within 2days of theevent or receiptof usage data ofother toll roads

1 point foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

13. Timeframes for charging transactions to Customers'Accounts.

99% within 2days


Assessedmonthly

14. Timeframe for producing statements and invoices. 99% within 3days of the endof the relevantstatement period


Assessedmonthly

15. Customer accounts with financial institutions arecredited or debited with the correct amounts(excluding Customer errors and omissions).

99.999% 1 point foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

16. Complaint Resolution

Customers to be contacted by the customer servicestaff within 2 Business Days of a CustomerComplaint being notified by a customer.

90% 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

17. Complaints escalated to a senior level within thecustomer service staff, when required, within 7Business Days of the Customer Complaint beingnotified by a Customer.


Assessedmonthly

18. Complaints referred to the customer complaintresolution staff, when required, within 20 BusinessDays of the Customer Complaint being notified by aCustomer.


Assessedmonthly

19. Action in relation to offences, enforcementprocedures and account suspension processessuspended while complaints are active. For example,if one complainant out of 1,000 has action takenagainst him or her while the Customer Complaint isactive, the penalty will be 10 points.


Assessedmonthly





20. Restricted Tolling Information

Accuracy of Customer name, address, contact,vehicle details, Tag number and Customer Accountnumber (excluding Customer errors and omissions),measured by Customer profile such that, of allCustomer profiles at any time, not more than 2%contain any errors or omissions or outdatedinformation in any fields.

This accuracy KPI will exclude errors introduced byexternal sources including VicRoads answeredqueries.


Assessedmonthly

21. Accuracy of Customer automatic payment particulars(for direct debit or standing credit authorisation),excluding Customer errors and omissions.

This Accuracy KPI shall exclude errors introduced byexternal sources and where that error was not due toan act or omission of the Concessionaires, anyContractor or their sub-contractors includingpayment particulars which pertain to data itemsretrieved and/or received from a third party entity(e.g. Enforcement agency, clearing houses, banks,BPay etc.).


Assessedmonthly

22. Customer Services Requirements

Customer services centres must be able to perform allnecessary Customer functions, including tollingproduct purchase, Account balance, Accountpayment (by all common forms of payment includingcash), Account maintenance, enquiries andcomplaints.

The measurement of performance of this KPI will bevia the Customer Service Audit conducted inaccordance with Clause 34.9 (Customer ServiceAudit) of the Deed.

Customers entering customer service centres will beencouraged to take a ticket number which will start aservice timer which will only be reset when thatCustomer has been served by a customer serviceoperator.

Capacity and/orredundancy is tobe such that atleast 80% ofCustomers,measuredmonthly,conductingtolling productpurchase,Accountbalance,Accountpayment, orAccountmaintenancebusiness, areserved tocompletionwithin 10minutes, and95% within 20minutes. (SeeGeneral Note 2


Assessedmonthly





at the end of thistable)

23. At least one convenient full service product deliverychannel must be operable 24 hours a day, seven daysa week.

100% 10 points foreveryclosure

Assessedmonthly

24. Correct toll or User Charge is assigned to the correctAccount of complying vehicles.

A non-complying vehicle is a vehicle not operatingunder the terms and conditions of the CustomerAccount.

This will be measured through Toll MonitoringReports.

>99.9% 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

25. If ConnectEast cannot with sufficient accuracy orconfidence establish the correct toll or User Charge,it must not charge a Customer Account, charge underan Interoperable Agreement or make a demand underthe Project Legislation.



Assessedmonthly

26. If ConnectEast cannot with sufficient accuracy orconfidence establish the correct Customer Account, itmust not charge a Customer Account or charge underan Interoperable Agreement.

This will be measured through Toll MonitoringReports


Assessedmonthly

27. Tolls or User Charges for which ConnectEast cannotwith sufficient accuracy or confidence establish theamount, the correct Account or the correct Vehiclefor the purposes of issuing a demand under theProject Legislation must be written to an accountwhich is one component of lost revenue.

This will be measured through Toll MonitoringReports

KPIs 24, 25, 26 and 27 shall not apply in thefollowing cases:

• VicRoads induced errors

• VicRoads data files outdated or includesomissions

• Deliberately induced fraud

• Mismatch cases Tag does not match Accountregistered license plate number).


Assessedmonthly





The above 4 cases would be excluded in thedenominator for calculating a KPI Benchmark.

28. Accounts are not overcharged, even in the event ofdetection system 'failed or missed’ transactions.



Assessedmonthly

29. Accounts eligible for discounts are accuratelyidentified and the correct discount is applied.



Assessedmonthly

30. Avoidance of duplication of charging

ConnectEast must check at the time of writing alldebits to Customer Accounts or demands under theProject Legislation to establish avoidance ofduplication.



Assessedmonthly

31. Avoidance of systemic error


A systematic error is one that occurs on a recurringbasis, across many Accounts.

100% 1 point foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

32. Revenue

Maximum allowable error rate for determining tollspayable prior to invoicing Customers, prior toinvoicing under an Interoperable Agreement or priorto issuing a demand under the Project Legislation(accounts receivable stage).

This error rate refers to the invoice processing underthe control or supervision of ConnectEast whichresults in the Customer or a Casual User of theFreeway being overcharged.

ConnectEast is to maintain accounting of anyinaccurate tolls and tolls not identifiable to aCustomer Account or a Casual User right to the'accounts receivable' stage, regardless of theprospects of recovery.

ConnectEast will not be responsible for errors in


Assessedmonthly





invoicing created or due to bank clearing houses,credit card clearing houses, inaccuracies in theVicRoads license plate number database, B-pay andother Toll Road operators who operate under theTolling Agreement unless such error was due to anact or omission of the Concessionaires, anyContractor or their sub-contractors.

33. Tolling systems availability

This KPI shall apply to Tolling System componentsand sub-systems which are under the direct control,supervision and responsibility of ConnectEast, anyContractor or their sub-contractors.

This KPI shall not apply if no Revenue loss isincurred.

99.95% or acalculateddowntime of263 minutes perannum or 22minutes permonth

10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

34. Percentage of incident response events, in a trafficlane, for which the required response time (10minutes) was achieved.

Example:

There are 100 incidents recorded in the month towhich the Operator achieves the followingperformance:

80 incidents – within 10 minutes.

20 incidents – over 10 minutes due to circumstancesnot caused by an act or omission of the State or itsAssociates.

The points would be calculated as 10 incidents overthe threshold therefore a point score of 100 pointswould apply. (90% of 100 = 90, therefore only 10incidents can be over the threshold of 10 minutes)


Assessedmonthly

35. Percentage of incident response events, in anemergency stopping lane, for which the requiredresponse time (15 minutes) was achieved.

Example:



20 incidents – over 15 minutes due to circumstancesnot caused by an act or omission of the State or itsAssociates.

The points would be calculated as 10 incidents over


Assessedmonthly





the threshold therefore a point score of 100 pointswould apply.

36. Percentage of incident response events, other than ina traffic lane or emergency stopping lane, for whichthe required response time (25 minutes) wasachieved.

Example:



20 incidents – over 25 minutes due to circumstancesnot caused by an act or omission by the State or itsAssociates.

The points would be calculated as 10 incidents overthe threshold therefore a point score of 100 pointswould apply.


Assessedmonthly

37. Perform planned maintenance inspections andactivities in accordance with Appendix D10 (PlannedMaintenance Schedule) to the Project Scope andProject Requirements for those activities orinspections for which the scheduled interval is lessthan six months based upon a rolling quarterlyperiod, with monthly reporting.

95% ofinspections tobe undertakenwithinscheduledtimeframe.


Assessedmonthly

38. Perform all planned maintenance inspections andactivities in accordance with Appendix D10 (PlannedMaintenance Schedule) to the Project Scope andProject Requirements for those activities orinspections for which the scheduled interval is sixmonths or greater.

No inspection isto be performedmore than 30days after thescheduled time


Assessedannually

39. Road Condition - Meet Pavement PerformanceMeasures as set out in Appendix D9 to the ProjectScope and Project Requirements (Code ofMaintenance Standards)


Assessedannually

40. Road Condition - Meet standards for pavementmaintenance as set out in Asset T1.01 and T1.02 ofAppendix D9 to the Project Scope and ProjectRequirements (Code of Maintenance Standards).


Assessedmonthly

41. Landscaping - Meet the intervention standards set outin Appendix D9 to the Project Scope and ProjectRequirements (Code of Maintenance Standards) for

95% 5 points foreveryoccurrence

Assessedmonthly





Asset Element: Landscape. outside KPIBenchmark

42. Lane occupancy on:

Tunnels for maintenance: refer General Note 3

Between 22.00and 05.00(unlessotherwiseagreed)

10 points perhour foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

43. Lane occupancy on:

Freeway for maintenance: refer General Note 3

Example:

If during a calendar month the Concessionaires or theOperator have to close any lane outside the KPIBenchmark hours the KPI Points will be 10 pointsper hour for every occurrence.

Between 20.00and 05.00 andbetween 09.00and 15.00(unlessotherwiseagreed egspecial events)


Assessedmonthly

44. Closure of each tunnel for maintenance: refer GeneralNote 3

Example:

For every hour following the last Date of FreewaySection Completion that the Concessionaires orOperator closes the tunnel for maintenance outside ofthe allowable 6x7 hour blocks and the 12x4 hourblocks of time, during the periods of low trafficvolume (refer General Note 2), the KPI Points will be10 points for each hour over the benchmark.

42 hours/yr in6x7hr blocksbetween 22.00and 05.00

&

48 hours/yr in12x4hr blocksbetween 22.00and 05.00


Assessedannually

45. Closure of two lanes for not more than 5 hours at anytime in sections north of Thompson Rd during lowtraffic periods except for the circumstances describedin General Note 3.

Example:

If during a calendar month the Concessionaires or theOperator have to close two (2) lanes for more than 5hours outside the hours of very low traffic volume theKPI Points will be 10 points per hour measured overthe five (5) hour limit.

5 hours 10 points perhour foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

Availability of Tolling Roadside Equipment (as defined in the Operation and Maintenance Agreement)

Note:

(a) Period P1 = Monday to Saturday 6am to 8pm. Period P2 = other times than P1 (Refer Project Scope andProject Requirements Code Of Maintenance Standards Schedule D9, T3.15).

(b) Rectify/Replace timing commences from time notification/alarm received in the Traffic Control Room orotherwise notified.





46. Rectify/Replace defective transceiver or imagecapture camera within KPI Benchmark.

2 hours duringperiod P1

4 hours duringperiod P2


Assessedmonthly

47. Rectify/Replace defective classification device oroverview camera within KPI Benchmark.

4 hours 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

48. Rectify/Replace defective controller in technicalshelter within KPI Benchmark (on the basis that the 2complete gantries associated with the technicalshelter/controller are out of action).

4 hours 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

49. Rectify/Replace defective Primary TransactionDevices (PTD) in technical shelter within KPIBenchmark.

• PTD related to transceiver or image capturecamera

• PTD related to classification device oroverview camera

Example:

If any of the Tolling Roadside Equipment sub-systems mentioned in 46, 47, 48 and 49 fail and arenot rectified within the benchmark time then 10points will apply for every hour that the sub-system isin operative.

2 hours P1

4 hours P2

4 hours


Assessedmonthly

50. Number of air quality license condition exceedancesper month.

Example:

The Concessionaire is notified by the EPA that thereis a breach of the Operation EPA License conditionsrelating to air quality. The KPI Points will be 10 foreach breach which is notified to the Concessionairesby the EPA.

0 10 points foreveryoccurrenceoutside KPIBenchmark

Assessedmonthly

51. Meet water quality measurement in accordance withProject Scope and Project Requirements AppendixS6 Table S6.91 and Appendix D17 to the ProjectScope and Project Requirements (EnvironmentalManagement Plan).


Assessedmonthly



General Notes:

1. 'Calls Answered' means the commencement of serving or responding to the particularrequirements of each particular customer's call including the response of the automated IVR.

2. In this section, 'served' means the full response to a customer request including the provision ofresponses, receipts, transaction numbers, reference numbers. Abandonment, termination ordisconnection of a call by the Concessionaire or the customer before it is served is counted as aservice failure.

3. Excludes immediate post incident clean up and work required to make safe for restoration oftraffic operations. Remaining cleanup activity and any necessary rectification work not affectingoperational safety will be completed as soon as possible after lane availability has been restored.

4. In this section 'incident' has the meaning given in the Project Scope and Project Requirements.

5. A Customer Complaint includes a 'complaint' which is defined as 'any expression ofdissatisfaction for a product or service offered or provided.

6. References to 'customer' includes reference to any user of the Freeway even if that person doesnot have a Customer Contract with the Concessionaire.



Schedule 6 Additional Lease Rental Payments

Proportion of excess revenue payable to the State

Increase inrevenue over basecase (%)

Relevant PeriodNos 1 to 5



Relevant Period 18and Later RelevantPeriod

0-5 0 0 0 0

5-10 0 5 10 20

10-15 10 10 15 25

15-25 15 15 20 30

25-35 20 20 25 35

35-45 25 25 30 40

45-55 30 30 35 45

55-80 40 40 45 50

80-105 50 50 55 60

105+ 70 70 70 70

Note: A relevant period is as defined in clause 39.4 (Relevant Periods) of this Deed.



Schedule 7 Projected Revenue Profile

The table headed 'Projected Revenue Profile' in Part 1 of the Model Outputs Document and the formulabelow sets out the projected base case revenue in each Financial Year of the Concession Period ($000’snominal).

If a relevant period for the purposes of clause 39.4 (Relevant periods) commences or finishes during aFinancial Year, then the amount of revenue projected to be derived by the Concessionaires (or any oftheir Subsidiaries) for the relevant period will be calculated in the following manner:

)cb (a y x ×+=

where:

x = the base case revenue projected to be derived by the Concessionaires (or any of theirSubsidiaries) for the relevant period;

y = the aggregate revenue projected to be derived by the Concessionaires (or any of theirSubsidiaries) as determined in accordance with this formula for the previous relevantperiod (which for the first relevant period equals zero);

a = the amount set out in the table headed 'Projected Revenue Profile' in Part 1 of the ModelOutputs Document opposite the relevant Financial Year (or the amount determined by theformula set out below for the relevant Financial Year) on the last day of which therelevant period ends;

b = the number of days of the relevant Financial Year which fall within the relevant period;and

c = the number of days in the relevant Financial Year.

If the Concession Period is extended beyond 30 June 2044 the projected revenues for each Financial Yearending after 30 June 2044 will be determined in the following manner:

d = e x 1.0318

where:

d = the projected revenues for each Financial Year ending after 30 June 2044; and

e = the projected revenues for the previous Financial Year.



Schedule 8 Assumed Transport NetworkEnhancements2008 Projects Municipality Melway Ref

Berwick - Cranbourne Rd, Duplication - GreavesRoad to Pound Road

Casey 131 B3, A7

Boronia Rd, Third Lane Widening - MountainHwy to Stud Rd Wantirna

Knox City 63 H6

Burwood Hwy, Third Lane Widening - MountainHwy to Stud Rd

Knox 63 C8, J11

Burwood Hwy, Third Lane Widening - ScoresbyRd to Ferntree Gully Rd

Knox City 73 G2

Canterbury Rd, Duplication & Widening -Bayswater Rd to Dorset Rd

Maroondah 64 G1

Cheltenham Rd, Third Lane Widening -Springvale Rd to Chandler Rd Keysborough

Greater Dandenong 88 J8

Cranbourne - Frankston Rd, Duplication -Warrandyte Road to Western Port Hwy

Frankston 103, 136 J4 - D2

Ferntree Gully Rd, Third Lane Widening -Cootamundra Drive to Fells Rd

Monash 71 E9 - J9

Hallam Bypass (not included in 2003 Network)

Hallam Rd, Duplication - Hallam Bypass toHeatherton Rd

Casey 91 H7, H8

High Street Rd, Duplication - Mowbray Drive toBurwood Highway

Knox 72 J1

Narre Warren-Cranbourne Rd, Duplication -Centre Rd to Thompson Narre Warren South

Casey 110 D12

Wellington Rd, Duplication - Taylors Lane toNapoleon Road

Knox 82 B3 - F3

2011 Projects Municipality Melway Ref

Anderson Street, Duplication - Cobden Cr toLilydale-Monbulk Road, Lilydale

Yarra Ranges 38 F5

Cranbourne - Frankston Rd, Duplication -Western Port Hwy to Hall Road

Casey City 133 C5 - J5


Hallam Rd, Duplication - Princess Highway toSth Gippsland Hwy

Casey 96 G6

Thompson Rd, Widening - Western Port Hwy toEvans Rd

Casey City 128 K8



Wellington Rd, Duplication - Lysterfield Road toBelgrave-Hallam Road

Yarra Ranges 83 E5

Western Port Hwy, Duplication - Cranbourne-Frankston Road to North Road

Casey 132, 137


Bayswater Rd - Upgrade to 4 lanes CanterburyRd to Mt Dandenong Rd

Maroondah 50

Berwick-Cranbourne Rd - CarriagewayDuplication - Pound Rd to Sth Gippsland Hwy

Casey City 131

Berwick-Cranbourne Rd - CarriagewayDuplication - Princes Fwy to Greaves Rd

Casey City 131

Canterbury Rd - Widen 4 to 6 lanes divided -Dorset Rd to Mt Dandenong Rd

Yarra Ranges 51, 52

Dorset Rd - Boronia Rd to Burwood Hwy -Widen

Knox 64, 73

Dorset Rd - Maroondah Hwy to Mt DandenongRd - Widen

Maroondah, Knox 37, 51

Dorset Rd - Duplication Hull Rd to MaroondahHwy

Maroondah 37, 51

Dorset Rd Extension - Burwood Hwy toLysterfield Rd

Knox 73, 74

Ferntree Gully Rd - Widen 4 to 6 lanes dividedJells Rd to Burwood Hwy

Knox 73, 73

Frankston-Dandenong Rd - Princes Hwy toGreens Rd - Widen

Greater Dandenong 90, 95

Greens Rd - Stage 3 Duplication Perry Rd toHammond Rd

Gt Dandenong 94, 95

Greensborough Highway, Widen 4 to 6 lanes,Metro Ring Road to Diamond Ck Road

Banyule City 10

Heatherton Rd - Duplication Hallam North Rd toBelgrave Hallam Rd

Casey 91,108

Kelletts Rd - Duplication Taylors Rd toWellington Rd

Knox 73, 82

King St - Duplication Williamsons Rd toBlackburn Rd

Manningham 33, 34

Lysterfield Rd - Duplication Burwood Hwy toWellington Rd

Knox 74, 83

Maroondah Hwy (40.4km to 43.7km) -Duplication - Warburton Hwy to Melba Hwy

Yarra Ranges Shire 118

Mornington Tyabb Rd Upgrade - Nepean Hwy to Mornington 145-146



Moorooduc Hwy - Duplicate Peninsula

Mountain Hwy - Boronia Rd to Liverpool Rd -Widen

Knox 64

Mt Dandenong Road - Velma Grove to WicklowAvenue - Widen

Maroondah 50

Mt Dandenong Rd - Duplication Liverpool Rd toCanterbury Rd

Yarra Ranges 51, 52

Napoleon Rd - Duplication Kelletts Rd toLysterfield Rd

Knox 73, 74

Narre Warren Cranbourne Rd - Fleetwood Dve toSouth Gippsland Hwy - Duplicate

Casey 110, 130, 134

Narre Warren North Rd - Duplication ErnstWanke Rd to Heatherton Rd

Casey 108

Nepean Hwy - Craigie Rd North to Hakea Dr -Duplicate

MorningtonPeninsula

145

Reynolds Rd - Springvale Rd to Tindalls Rd -Duplicate

Manningham 34, 35

Scoresby Rd - Boronia Rd to Mountain Hwy -Widen

Knox 64, 73

Scoresby Rd - Burwood Hwy to Jordon Crt -Duplicate

Knox 50

South Gippsland Highway - Western Port Hwy toClairmont Avenue - Widen

Casey 96, 129

Thompsons Rd - Duplication Evans Rd toBerwick Cranbourne Rd

Casey 128

Thompsons Rd - Duplication MorningtonPeninsula Fwy to Western Port Hwy

Casey 128

Thompsons Rd - Widen to 4 lanes ManninghamRd to Foote St

Manningham 32, 33

Wantima Rd - Widen to 4 lanes Selkirk Av toMaroondah Hwy

Maroondah 63

Warrandyte Rd - Loughnan Rd to Wonga Rd -Duplicate

Maroondah 49

Warrandyte Rd - Duplication Andersons Ck Rd toFitzsimmons La

Manningham 33, 34

Warrigal Rd - Centre-Dandenong Rd to NepeanHwy - Duplicate

Kingston 87

Warrigal Rd - High St to Princes Hwy - Widen Monash, Stonnington 69

Wellington Rd - Duplication Stage 3 NapoleonRd to Kelletts Rd

Knox 81



Western Port Hwy - North Rd to Frankston-Flinders Rd - Duplicate

Casey, MorningtonPeninsula

132, 136, 140, 149, 154



Schedule 9 Refinancing Assumptions

1. For an Assumed Refinancing, it is assumed that the Concessionaire may determine the proportionof the debt for which the interest is to be hedged, the swap rate, the swap fees, any reservedbalances (other than the balance of the Maintenance and Repairs Account), the floating rate, theinterest rate margin and the refinancing fees and associated costs.

2. The refinancing assumptions in relation to each tranche of senior debt are that:

Facility First Refinancing Second Refinancing Third Refinancing Fourth RefinancingAny of Tranche A, Bor C

On, after or 6 months priorto 30 November 2010Max regearing $0m

On, after or 6 monthsprior to 30 November2014Max regearing $780m

On, after or 6 monthsprior to 30 November2019Max regearing $665m

On, after or 3 months prior to 30November 2024Max regearing $0m

3. Max regearing excludes refinancing fees, swap reset and associated costs in relation to theoutstanding principal as defined in the Debt Profile. A refinancing will not breach the restrictionon maximum regearing if the total principal amount outstanding after the refinancing does notexceed the total principal amount outstanding set out in the entry in the Debt Profile which appliesto the date the refinancing was originally forecast to occur (provided that for the purposes ofapplying this clause amounts equating to actual or forecast refinancing, swap reset and associatedcosts must be deducted from the total principal amount outstanding after the refinancing and thetotal principal amount outstanding in the relevant entry in the Debt Profile respectively).

4. In relation to the fourth refinancing, it is a further refinancing assumption that principal willamortise according to a credit foncier profile as follows:

• $835.2 million plus the total of all additional debt through regearings amortised from thequarter ending 31 December 2024 to the end of the Concession Period;

• $835.2 million amortised from the quarter ending 31 December 2027 to the end of theConcession Period; and

• $417.6 million amortised from the quarter ending 31 December 2029 to the end of theConcession Period.

5. If a particular set of refinancing assumptions have been relied upon to enable a particularrefinancing to be classified as an Assumed Refinancing, that set of refinancing assumptions maynot be relied upon to classify another refinancing as an Assumed Refinancing (but this does notprevent regearing under multiple refinancings so long as the total amount of regearing does notexceed the maximum regearing specified in the table for that refinancing).



Schedule 10 Construction Milestones

Milestone Scope Date

Portal Establishment Portals (east and west) available forroad header commencement

08/12/2005

Tunnel Excavation Completion of heading, bench, invertand cross-passage excavation (bothdirections)

29/08/2007

Tunnel Lining Completion invert and arch concretelining to tunnel

06/06/2008

Precast Yard Establishment Super Tee and Parapet manufacturingcapability

16/06/2005

Commence Bulk Earthworks Scraper fleet mobilisation 30/11/2005

Cut to Fill Earthworks - Monash &North

Tunnel spoil to formation, local cut /fill balances and major cut to filloperations to approx chg. 37100

11/05/2007

Cut to Fill Earthworks - Monash &South

Major cut to fill operations fromapprox chg. 37100 to approx chg.48500

19/07/2007

Import Bulk Earthworks - SouthernSection

Major import fill operation approx.chg. 48500 and south

08/05/2007

Pavements - Dandenong SouthernBypass & North

27/06/2008

Pavements - South of DandenongSouthern Bypass

16/01/2008

Monash Phase 1 Monash Side Track Operational 01/05/2006

Monash Phase 2 Monash Eastbound bridges complete 16/02/2007

Monash Phase 3 Monash Westbound bridgescomplete

21/11/2007

Monash Phase 4 Monash Interchange Complete 27/06/2008

Haul Access @ Police Rd /Wellington Rd

Completion of Police Rd /Wellington Rd bridges sufficient forhaulage access

20/12/2006

Haul Access @ Princes Hwy Completion of one MFF bridge overPrinces Hwy sufficient for haulageaccess

18/07/2006

Haul Access @ Railway Pde Completion of one MFF bridge overRailway Pde / Mile Ck sufficient forhaulage access

05/12/2006




Haul Access @ Cheltenham Rd Completion of one MFF bridge overPrinces Hwy sufficient for haulageaccess

19/03/2007

Structures - South of DandenongSouthern Bypass

16/01/2008

Freeway Control Centre Including Tolling System and TCSequipment

01/11/2007

Tolling System Factory AcceptanceTests

Tolling System system and TollingSystem hardware

28/06/2007

Tolling System Site Integration &Test Facility

Available for SAT of BOCS andRSE

17/01/2008

Planned Date for Freeway SectionCompletion

Section 1 The later of 31 October2008 or 204 weeks and 3days fromCommencement Date








Section 5 The later of 30 June 2008or 186 weeks and 6 daysfrom CommencementDate



Tolling Completion Section 1 One month after PlannedDate for Freeway SectionCompletion of Section 1


Tolling Completion Section 3 One month after PlannedDate for Freeway Section




Completion of Section 3


Tolling Completion Section 5 Five months afterPlanned Date forFreeway SectionCompletion of Section 5




Schedule 11 Debt Profiles

The table headed 'Debt Profile' in Part 2 of the Model Outputs Document sets out the assumedoutstanding debt principal at the end of each financial quarter of the Concession Period ($000’s nominal).



Schedule 12 Transaction Documents

For the purposes of this Schedule capitalised terms, not otherwise defined have the meaning given in theLoan Note Subscription Agreement dated on or about the date of this Deed between:

(a) ConnectEast Finance Pty Limited (ACN 108 736 974) (the Borrower);

(b) the Concessionaires;

(c) the Financiers;

(d) BOS International (Australia) Limited (ABN 23 066 601 250), Commonwealth Bank ofAustralia (ABN 48 123 123 124), Société Générale Australia Branch (ABN 71 092 516286) and United Overseas Bank Limited, Sydney Branch (ABN 56 060 785 284) (each,for so long as it continues to be a Financier, a Joint Lead Underwriter);

(e) Commonwealth Bank of Australia (ABN 48 123 123 124) as agent for the Financiers (inthis capacity, the Agent);

(f) Commonwealth Bank of Australia (ABN 48 123 123 124) as trustee for the Beneficiaries(in this capacity, the Security Trustee);

(g) BOS International (Australia) Limited (ABN 23 066 601 250), Commonwealth Bank ofAustralia (ABN 48 123 123 124), Société Générale Australia Branch (ABN 71 092 516286) and United Overseas Bank Limited, Sydney Branch (ABN 56 060 785 284) (in thiscapacity, an Initial Hedge Counter Party),

(Loan Note Subscription Agreement).

A Financier’s Security Documents

A1 Security Trust Deed;

A2 Project Parties Security Deed (Future Property);

A3 Project Parties Security Deed (Vic, NT, ACT);

A4 Intermediate Entities Security Deed; and

A5 Any Security Interest collateral to any of these or securing the Actual Debt.

B Financing Documents

B1 Loan Note Subscription Agreement;

B2 each Financier's Security Document; and

B3 each document defined as a Finance Document in the Loan Note Subscription Agreement.

B4 Underwriting Letter dated 15 August 2004 (as amended on or about the CommitmentDate) addressed to ConnectEast Pty Limited from:

(a) BOS International (Australia) Limited;

(b) Commonwealth Bank of Australia;

(c) SociJtJ GJnJrale Australia Branch; and

(d) United Overseas Bank Limited.



C Equity Documents

C1 D&C Deferred Equity Commitment Deed;

C2 Underwriting Agreement (as amended) between:

(a) Macquarie Equity Capital Markets (ABN 60 001 374 572);

(b) Macquarie Bank Limited (ABN 46 008 583 542);

(c) Commonwealth Securities Limited (ABN 60 067 254 399);

(d) ABN AMRO Rothschild;

(e) ConnectEast Management Limited (ABN 68 071 292 647) (as responsible entityfor the ConnectEast Holding Trust);

(f) ConnectEast Management Limited (ABN 68 071 292 647) (as responsible entityfor the ConnectEast Investment Trust); and

(g) the Concessionaries,

(Underwriting Agreement).

C3 Sub-Underwriting Agreement between:

(a) Commonwealth Securities Limited (ABN 60 067 254 399);

(b) Commonwealth Bank of Australia (ABN 48 123 123 124);

(c) ConnectEast Management Limited (ABN 68 071 292 647) (as responsible entityof the ConnectEast Holding Trust);

(d) ConnectEast Management Limited (ABN 68 071 292 647) (as responsible entityof the ConnectEast Investment Trust); and

(e) the Concessionaries,

(Sub-Underwriting Agreement).

C4 First Onlending Agreement;

C5 Second Onlending Agreement;

C6 DRP Underwriting Agreement (as defined in the Underwriting Agreement);

C7 Macquarie Deferred Equity Commitment Deed; and

C8 any other document defined as an Equity Document under the Loan Note SubscriptionAgreement.

D Other Documents

D1 ConnectEast Investment Group Management Deed;

D2 ConnectEast Holding Group Management Deed;

D3 Constitution of the ConnectEast Investment Trust; and

D4 Constitution of the ConnectEast Holding Trust.



Schedule 13 Equity Funding

Equity Class Number of StapledUnits

Timing of Injection Amount to beContributed

1.1 IPO (allotment)Equity Funding

1,088,472,882 On or before ConditionsPrecedent Deadline Date

$598,660,085

1.2 IPO (at call)Equity Funding

12 months after theCommencement Date

$489,812,797

2 ContractorDeferred

Equity Funding

226,086,957 Equity Contribution Date asdefined in ConnectEastDeferred EquityCommitment Deed referredto in paragraph C1 ofSchedule 12 (TransactionDocuments)

$260,000,000

3 MacquarieDeferred

Equity Funding

30,000,000 Equity Contribution Date asdefined in the MacquarieDeferred EquityCommitment Deed referredto in paragraph C6 ofSchedule 12 (TransactionDocuments)

$30,000,000



Schedule 14 Completion

1. General

Without limiting any other provision of this Deed, the Concessionaires must comply with theobligations set out in paragraph 3 (Completion obligations) of this Schedule prior to and as acondition of Freeway Section Completion, Tolling Completion or Close-Out, respectively, of theConstruction Activities in relation to a Section.

2. AcknowledgmentThe parties acknowledge that the obligations set out in paragraph 3 (Completion obligations) ofthis Schedule include certain minimum requirements for Freeway Section Completion, TollingCompletion and Close-Out under this Deed and are not in any way intended to be an exhaustivelist of the Concessionaires' obligations prior, or of the conditions precedent, to Freeway SectionCompletion, Tolling Completion or Close-Out, respectively, of the Construction Activities inrelation to a Section.

3. Completion obligations3.1 Freeway Section Completion

In respect of each Section:

(a) The Design Consultant and the Proof Engineer and Construction Verifier have certifiedand the Concessionaires have provided to the State and the Independent Reviewerevidence of that certification, in respect of the matters referred to in clauses 18.3(b)(Statement of compliance) and 19.2(c) (Acknowledgments by Concessionaires), andsections 7.2(a) (Design Consultant) and 7.3(b) (Proof Engineer and Construction Verifier)respectively of the Project Scope and Project Requirements.

(b) All commissioning and other tests required under the Completion and CommissioningPlan or otherwise necessary under this Deed to be carried out before Freeway SectionCompletion of the Construction Activities in relation to a Section have been carried outand documentation evidencing compliance has been provided to the State and theIndependent Reviewer.

(c) The Concessionaires have obtained all Approvals as are necessary to achieve FreewaySection Completion, including those necessary for the use of the Freeway Section orBypass (as applicable) including for the safe, efficient and continuous passage of vehiclesand provided copies to the State and the Independent Reviewer.

(d) The Concessionaires have provided evidence to the State and the Independent Reviewerthat the Freeway Section or Bypass (as applicable) complies with all requirements ofEmergency Services.

(e) For any Freeway Section or Bypass (as applicable) where the works to be carried outinclude a tunnel, the Concessionaires have carried out an Emergency Exercise underclause 32.1(b) (Emergency Exercise for tunnels) and provided evidence of satisfactorycompliance.



(f) The Concessionaires have prepared, and obtained the approval of the State, to all TrafficManagement Plans required under section 6.4 (Traffic management during operation) ofthe Project Scope and Project Requirements.

(g) The Concessionaires have carried out road safety audits for the Freeway Section orBypass (as applicable) and provided to the State and the Independent Reviewer evidenceof having done so and evidence of implementation of any corrective action identified bythe road safety audit.

(h) The Concessionaires have prepared and provided to the State and the IndependentReviewer copies of:

(i) the Operation and Maintenance Manuals required under clause 62.8 (Operationand Maintenance Manuals);

(ii) the Incident Management Plan under clause 62.7 (Incident Management Plan);

(iii) an updated Quality Plan under section 9.2(c) (Updating the Quality Plan) of theProject Scope and Project Requirements;

(iv) an updated Traffic Management Strategy required under section 17.5(j) (TrafficManagement Strategy) of the Project Scope and Project Requirements; and

(v) an updated Environmental Management Plan under section 17.6(f)(Environmental Management Plan) of the Project Scope and ProjectRequirements.

(i) The Concessionaires have effected the insurances required under clause 51.2(a) (Requiredinsurances) and provided evidence to the State of the insurances having been effected.

(j) The Concessionaires have carried out such site reinstatement work as is required under therelevant Construction Licence.

(k) The Concessionaires have completed all of their obligations under this Deed which arenecessary to be completed before Freeway Section Completion.

(l) For Freeway Section Completion of the Construction Activities in relation to the firstSection (only) submitted for Freeway Section Completion by the Concessionaires:

(i) the Concessionaires have provided to the State a budget in relation to theMaintenance and Repairs Account in accordance with clause 31.2(a) (Provision ofinitial budget); and

(ii) the Concessionaires have opened a Maintenance and Repairs Account underclause 31.3 (Maintenance and Repairs Account) and have otherwise compliedwith clause 31.3 (Maintenance and Repairs Account).

(m) To the extent that a Section contains a Bypass, the requirements of clause 20.8(b)(v)(A)(Handover of Returned Works) have been satisfied.

3.2 Tolling Completion(a) The Concessionaires have completed all Returned Works and handed over all Returned

Facilities in relation to that Section to the relevant Facility Owner in accordance withclause 20.8 (Progressive completion and handover of Returned Works) and providedevidence of satisfactory compliance, including completed notices in the form of ExhibitsE and F or G (as applicable), except to the extent that such conditions were necessary tobe, and were satisfied (and evidence of compliance provided), to achieve Freeway SectionCompletion.



(b) In respect of Sections 1, 2, 3 and 4, the Concessionaires have submitted the ReviewMaterials and any further particulars to the State in accordance with clause 33.2 (Reviewof Tolling System).

(c) The Concessionaires have obtained all Approvals (if any) as are necessary to achieveTolling Completion including those necessary for the safe use and efficient and accurateoperation of the Tolling System and has provided copies to the State and the IndependentReviewer.

(d) In respect of Sections 1, 2, 3 and 4, the Concessionaires have prepared and submitted tothe State and the Independent Reviewer a Customer Service Roll Out Program inaccordance with clauses 34.1 (Customer Service Roll Out Program) and 34.2 (CustomerService Roll Out).

(e) In respect of Sections 1, 2, 3 and 4, the Concessionaires have complied in all materialrespects with and provided evidence of compliance to the State and the IndependentReviewer with the Customer Service Roll Out Program, to the extent that it contemplatescompliance before Tolling Completion of the Freeway Section under clause 34.2(c)(Compliance).

(f) To the extent necessary to comply with the requirements of this Deed for TollingCompletion, the Design Consultant and the Proof Engineer and Construction Verifier havecertified and the Concessionaires have provided to the State and the IndependentReviewer evidence of that certification, in respect of the matters referred to in clauses18.3(b) (Statement of compliance) and 19.2(c) (Acknowledgments by Concessionaires)and in sections 7.2(a) (Design Consultant) and 7.3(b) (Proof Engineer and ConstructionVerifier) respectively of the Project Scope and Project Requirements, except to the extentthat evidence of such certification has already been provided in accordance with clause3.1(a) (Freeway Section Completion) of this Schedule.

(g) For Tolling Completion of the Construction Activities in relation to the first Section (only)submitted for Tolling Completion by the Concessionaires, an Operation Phase Bond hasbeen provided in accordance with clause 5.1(b) (Operation Phase Bond).

(h) The Concessionaires have completed all of their obligations under this Deed which arenecessary to be completed before Tolling Completion of that Section.

3.3 Close-Out(a) The Concessionaires have complied with clause 12.2(a)(i) (Certified Freeway Lease

Survey Plan).

(b) To the extent necessary to comply with the requirements of this Deed for Close-Out, theDesign Consultant and the Proof Engineer and Construction Verifier have certified and theConcessionaires have provided to the State and the Independent Reviewer evidence of thatcertification, in respect of the matters referred to in clauses 18.3(b) (Statement ofcompliance) and 19.2(c) (Acknowledgments by Concessionaires) and in sections 7.2(a)(Design Consultant) and 7.3(b) (Proof Engineer and Construction Verifier) respectively ofthe Project Scope and Project Requirements, except to the extent that evidence of suchcertification has already been provided in accordance with clauses 3.1 (Freeway SectionCompletion) or 3.2 (Tolling Completion) of this Schedule.

(c) The Concessionaires have provided to the State and the Independent Reviewer all as-builtdrawings in relation to the relevant Freeway Section or Bypass (as applicable).

(d) The Concessionaires have obtained all Approvals (if any) that are necessary to achieveClose-Out of the relevant Section.



(e) For Close-Out of the Construction Activities in relation to the final Section (only)submitted for Tolling Completion by the Concessionaires, ConnectEast has effected theinsurances required under clause 51.3(a) (Required insurances) and provided evidence tothe State of the insurances having been effected.

(f) The Concessionaires have completed all of their obligations under this Deed which arenecessary to be completed before Close-Out of the relevant Section.



Schedule 15 Original Credit Support Documents

1. Construction Consent DeedThe deed between:

(a) the Original Construction Contractor;

(b) Leighton Holdings Limited (ABN 57 004 482 982) (Completion Guarantor);

(c) the Security Trustee (as defined in the Construction Consent Deed); and

(d) the agent (as defined in the Construction Consent Deed),

dated on or about the date of this Deed under which the Completion Guarantor agreed to give theundertakings and guarantees set out in clause 4 of that Deed to the Security Trustee and to theConcessionaires in relation to the performance of the contractors under the Construction Contract.

2. O&M Consent DeedThe deed between:

(a) the Original Operator;

(b) Transfield Services Limited (ABN 69 000 484 417) (Guarantor);

(c) ConnectEast;

(d) the Security Trustee (as defined in the O&M Consent Deed); and

(e) the agent (as defined in the O&M Consent Deed),

dated on or about the date of this Deed under which the Guarantor agreed to give the undertakingsand guarantee set out in clause 3 of that Deed to ConnectEast in relation to the performance of theOriginal Operator under the O&M Agreement.

3. Concessionaire Consent Deed BondsOne or more bonds with an aggregate value of 7.5% of the Contract Price (as defined in theConstruction Contract) delivered by the Original Construction Contractor to the Security Trusteein accordance with clause 3.1 of the Construction Consent Deed.



Schedule 16 Adjustments for Changes in BaseInterest Rates

1. OverviewThe parties must comply with the terms of this Schedule 16 (Adjustments for Changes in BaseInterest Rates) to determine specific changes to be made to the Transaction Documents to addressany changes in the Relevant Rates between 30 July 2004 and the Commencement Date.

2. DefinitionsThe following words and phrases where they appear in this Schedule 16 (Adjustments forChanges in Base Interest Rates) have the following meaning unless the context requiresotherwise:

Agreed Toll Price Reset Schedule means the schedule of agreed Toll price resets included inPart 3 of the Model Outputs Document.

Bank Base Case Model means the Financiers' financial model for the Project, and the relevantassumptions books and other assumptions and information, data files, run specification files andoutput analysis routines used by or incorporated in the financial model, prepared on behalf of theFinanciers and initialled by the parties' legal advisors for identification purposes.

Construction Facility has the meaning giving to it in the Loan Note Subscription Agreement.

Construction/Term Facility Swap Rate means the swap hedge rate calculated in accordancewith the Swap Pricing Protocol by the Hedge Banks. This rate will be specified to two decimalplaces. For the avoidance of doubt this swap rate will not include any Dealers' Swap Margins orany other adjustments including Basis Adjustments, Rate Set Illiquidity Adjustments, and BBSYBid vs BBSW Adjustments as set out in the Swap Pricing Protocol and defined under Swap RateAdjustments.

Dealers' Swap Margins has the meaning given to it in the Swap Protocol and which for theavoidance of doubt will not include any Market Illiquidity Adjustment as defined under SwapRate Adjustments.

Debt Amount means the amount of the Construction Facility forecast by the Base Case FinancialModel and the Bank Base Case Model to be utilised.

Debt Sizing Criteria means the debt sizing parameters referred to in clause 11 (Debt SizingRequirements) of this Schedule 16 (Adjustments for Changes in Base Interest Rates), ascalculated in accordance with the Loan Note Subscription Agreement and forecast under the BankBase Case Model.

Debt Sizing Requirements has the meaning given in clause 11 (Debt Sizing Requirements) ofthis Schedule 16 (Adjustments for Changes in Base Interest Rates).

Equity Bridge Facility has the meaning given to it in the Loan Note Subscription Agreement.

Equity Bridge Facility Swap Rate means the swap hedge rate calculated in accordance with theSwap Pricing Protocol by the Hedge Banks. This rate will be specified to two decimal places.For the avoidance of doubt this swap rate will not include any Dealers' Swap Margins or any otheradjustments including Basis Adjustments, Rate Set Illiquidity Adjustments, Market Illiquidity



Adjustments and BBSY Bid vs BBSW Adjustments as set out in the Swap Pricing Protocol anddefined under Swap Rate Adjustments.

Equity Requirements has the meaning given in clause 12 (Equity Requirements) of thisSchedule 16 (Adjustments for Changes in Base Interest Rates).

Financial Close has the meaning given to it in the Loan Note Subscription Agreement.

Floating Rate means the assumed forward floating rate applying to the Term Facility which forthe purposes of the:

(a) Base Case Financial Model, is the rate to be calculated by the Hedge Banks based on theten year forward five year bank bill rate less 0.25% as determined on the day of theentry into the swaps; and

(b) Bank Base Case Model, is the rate calculated by the Hedge Banks taking the ratesquoted on Reuters Screen BBSW page at approximately 10.15am, Sydney time, on theday of entry into the swaps as being the mean buying and selling rate for a 90 day bankbill, eliminating the highest and lowest rates and taking the average of the remainingrates.

These rates will be specified to two decimal places.

Forward ICR has the meaning given to it in the Loan Note Subscription Agreement.

Hedge Banks means:

(a) BOS International (Australia) Limited (ABN 23 066 601 250);

(b) Commonwealth Bank of Australia (ABN 48 123 123 124);

(c) Societe Generale Australia Branch (ABN 71 092 516 286); and

(d) United Overseas Bank Limited, Sydney Branch (ABN 56 060 785 284).

ICR has the meaning given to it in the Loan Note Subscription Agreement.

IPO Equity Amount means the total amount of equity raised for the Project excluding theDistribution Reinvestment Plan and the Contractor Deferred Equity Funding and the MacquarieDeferred Equity Funding as these terms are used in Schedule 13 (Equity Funding).

LLCR1 has the meaning given to it in the Loan Note Subscription Agreement.

LLCR2 has the meaning given to it in the Loan Note Subscription Agreement.

Loan Note Subscription Agreement has the meaning given to it in Schedule 12 (TransactionDocuments) in its form as submitted to SEITA on the Commitment Date.

Maximum Debt Amount means $2,200,000,000.

Maximum IPO Equity Amount has the meaning given to it in clause 12 (Equity Requirements)of this Schedule 16 (Adjustments for Changes in Base Interest Rates).

Minimum Upfront IPO Equity IRR has the meaning given to it in clause 12 (EquityRequirements) of this Schedule 16 (Adjustments for Changes in Base Interest Rates).

Modified Following Business Day Convention means the convention for adjusting any relevantdate that would not otherwise fall on a Business Day to the next Business Day unless that dayfalls to the following month in which case it is adjusted to the previous Business Day.

Relevant Rates means:

(a) the Equity Bridge Facility Swap Rate;



(b) the Construction/Term Facility Swap Rate; and

(c) the Floating Rates.

Required Changes means the changes required to the Transaction Documents determined inaccordance with Annexure A (Changes required to Transaction Documents) of this Schedule 16(Adjustments for Changes in Base Interest Rates) based on the model outputs.

Required Percentage Changes in Tolling Revenue means the amount determined under clause4.6 (Required Percentage Change in the Tolling Revenue).

Swap Fees means the sum of any Dealers' Swap Margin and Swap Rate Adjustments.

Swap Pricing Protocol means the swap pricing protocol between FinCo and the Hedge Banksagreed with the State and initialled by the parties' legal advisors for identification purposes.

Swap Rates means the Construction/Term Facility Swap Rate and the Equity Bridge FacilitySwap Rate.

Swap Rate Adjustments means:

Basis Adjustments (3 month v 6 month rate-sets): If the swap against theConstruction/Term Facility debt is to be on a quarterly basis a margin of 2 basis pointswill be added.

Basis Adjustments (3 month v 1 month rate sets): If the swap against theConstruction/Term Facility debt is to be on a monthly basis a further margin of 2 basispoints will be added.

Rate Set Illiquidity (Calendar Quarters and Other Months) Adjustment:Reflecting the illiquidity or over-supply of securities in the bank bill market at varioustimes of the month (usually the middle or the end of the month), a margin will beapplied to compensate the Hedge Banks for any costs associated with this effect.Where floating rate reset dates occur on the 14th, 15th, 30th, or 31st (adjustedaccordingly for the Modified Following Business Day convention), the margin will be3 basis points where these dates fall during the last month of a Calendar quarter (ieMarch, June, September and December) or 1 basis point on all other months.

Market Illiquidity Adjustment: If a notice of intention to deal is received by theHedge Banks between 1:00pm and 3:00pm or the dealing takes place after those times,a margin of 2 basis points will be added. If that notice is received after 3:00pm or thedealing takes place after that time, a margin of 5 basis points will be added.

BBSY Bid v BBSW Adjustment: Typically, Swaps are traded against BBSW. TheBorrower may require the swaps to be transacted against BBSY Bid, in which case thehedge will need to be adjusted accordingly. This will require the addition of 5 basispoints to reflect the definitional difference between the two reference rates.

Term Facility has the meaning giving to it in the Loan Note Subscription Agreement.

Upfront IPO Equity IRR means the nominal, post vehicle tax, pre investor tax, internal rate ofreturn which is projected at the Commencement Date to be received over the Concession Periodon investment in, or provision of, Upfront IPO Equity Funding.



3. Preparation3.1 Dry Runs

If requested by the State, the Concessionaires will arrange for their representatives, and therepresentatives of any other parties to the Transaction Documents, who will be involved inimplementing the steps set out in the remainder of this Schedule 16 (Adjustments for Changes inBase Interest Rates) to meet the State's representatives to carry out the steps set out in theremainder of this Schedule 16 (Adjustments for Changes in Base Interest Rates) at such times,and on such number of occasions, as may be reasonably requested by the State before theCommencement Date to facilitate the effective and efficient implementation of those steps on theday of the issue of, but before the issue of, the Certificate of Commencement.

3.2 Update Agreed Toll Price Reset ScheduleThe State and the Concessionaires will monitor movements in interest rates prior to theCommencement Date and if the State or the Concessionaires reasonably consider that the table inthe Agreed Toll Price Reset Schedule may not cover the anticipated Required Percentage Changein Tolling Revenue on the Commencement Date and gives a notice to the other parties, then allparties must use their respective reasonable endeavours to agree additional entries to the table inthe Agreed Toll Price Reset Schedule to cover the possible Required Percentage Change inTolling Revenue. For these purposes, the same methodology (including the steps set out below)as was used in developing the entries in the table in the Agreed Toll Price Reset Schedule will beused.

4. Commencement Date requirementsOn the day of the issue of, but before the issue of, the Certificate of Commencement, theConcessionaires must procure that the steps listed in this clause 4 (Commencement Daterequirements) occur in the order in which they are listed:

4.1 Identify Relevant RatesFirst, that FinCo will:

(a) confirm with the State the Floating Rates for the day on which the Certificate ofCompletion is to be issued;

(b) continuously advise the State of Swap Rates and Swap Fees disclosed to FinCo by theHedge Banks as the rates determined in accordance with the Swap Pricing Protocol atwhich the interest rate hedges may be transacted; and

(c) once the State has notified the Concessionaires that the State has verified the RelevantRates and agrees to the Swap Fees, and the Concessionaires have notified the State thatthey expect the interest rate changes will fall within a range that can be accommodated byone of the agreed toll price resets, the Concessionaires will instruct the Hedge Banks tobegin transacting the interest rate hedges in accordance with the Swap Pricing Protocol ifpricing of those hedges remains the same. If not, then the steps in this paragraph arerepeated.

4.2 Amendments to Financial ModelsSecond, with respect to both the Base Case Financial Model and the Bank Base Case Model that:

(a) cell ConPan!I10 has the digit "1" entered and set where annual escalation is being usedand the digit "2" where quarterly escalation is being used;

(b) the Relevant Rates are entered by:



(i) updating the Equity Bridge Facility Swap Rate in cell FundAss!H94;

(ii) updating the Construction/Term Facility Swap Rate in cell FundAss!H121,FundAss!I177, FundAss!I214 and FundAss!I251; and

(iii) updating the relevant Floating Rate in cells FundAss!I175, FundAss!I212 andFundAss!I249;

(iv) updated the relevant Swap Fees in cells FundAss!H95, FundAss!H122,FundAss!I178, FundAss!I215 and FundAss!I252;

(c) the date of financial close in cell ConPan!K18 of both the Base Case Financial Model andthe Bank Base Case Model is amended (if necessary) to be the same as the end of themonth in which the Commencement Date falls;

(d) the amount in cell GenAss!H65 is equal to the value in cell GenAss!G65, being thefinancial advisory fee being 1% of the value in cell Sum!T19;

(e) the amount in cell GenAss!H73 is equal to the value in cell GenAss!G73, being thesyndicate management fee being the sum of 2% of 2/3 of the greater of the IPO EquityAmount and $1,070,000,000 plus 2% of one half of the sum of the values in cellFundAss!O53; and

(f) the Base Case Financial Model and the Bank Base Case Model are recalculated byentering the word 'Equity' in cell FundAss!K17 and pressing CONTROL + SHIFT + K foreach model and the following outputs are then identified:

(i) the Upfront IPO Equity IRR as set out in cell Sum!N10 in the Base Case FinancialModel; and

(ii) in the Bank Base Case Model:

(A) the Forward ICR as set out in cell Sum!N26;

(B) the ICR as set out in cell Sum!N25;

(C) the LLCR1 as set out in cell Sum!N28; and

(D) the LLCR2 as set out in cell Sum!N30.

(E) the Average ICR as set out in cell Sum!N24;

(F) the DRP Gearing as set out in cell Sum!N16 in the Base Case FinancialModel and cell Sum!N14 in the Bank Base Case Model;

(G) the Gearing as set out in cell Sum!N17 in the Base Case Financial Modeland cell Sum!N15 in the Bank Base Case Model;

4.3 Minimise required Tolling revenueThird, the minimum Tolling revenue to satisfy both the Equity Requirements and the Debt SizingRequirements is identified by:

(a) if:

(i) the Upfront IPO Equity IRR is greater than the Minimum Upfront IPO EquityIRR, decreasing toll revenues through entering a negative percentage sensitivity ofthe same amount in each of cells ConPan!K62:71 in both the Base Case FinancialModel and the Bank Base Case Model; or

(ii) the Upfront IPO Equity IRR is less than the Minimum Upfront IPO Equity IRR,increasing toll revenues through entering a positive percentage sensitivity of the



same amount in each of cells ConPan!K62:71 in both the Base Case FinancialModel and the Bank Base Case Model,

and pressing CONTROL + ALT + F9 to recalculate in both the Base Case FinancialModel and the Bank Base Case Model; or

(b) if:

(i) all Debt Sizing Criteria (other than the Maximum Debt Amount) are greater than(or less than in the case of the gearing requirements) the corresponding DebtSizing Requirements, decreasing toll revenues through entering a negativepercentage sensitivity of the same amount in each of cells ConPan!K62:71 in boththe Base Case Financial Model and the Bank Base Case Model; or

(ii) any Debt Sizing Criteria (other than the Maximum Debt Amount) is less than (orgreater than in the case of the Maximum Debt Amount and/or the gearingrequirements) the corresponding Debt Sizing Requirements increasing tollrevenues through entering a positive percentage sensitivity of the same amount ineach of cells ConPan!K62:71 in both the Base Case Financial Model and the BankBase Case Model,

and pressing CONTROL + ALT + F9 to recalculate in both the Base Case FinancialModel and the Bank Base Case Model,

and that steps (a) to (b) are manually reiterated until the Equity Requirements are satisfied and noDebt Sizing Criteria (other than the Maximum Debt Amount) is less than (or greater than in thecase of the Maximum Debt Amount and/or the gearing requirements) the corresponding DebtSizing Requirement.

After each iteration, ensure that the Base Case Financial Model shows "YES" in cell Sum!T42and that the date displayed in cell Sum!T41 in the Base Case Financial Model is equal to the enddate of the final quarter of the Concession Period. If this is not the case, adjust the annual leasepayment in cells ConPan!K36:L36 and recalculate by pressing CTRL - ALT - F9. Repeat untilthe Base Case Financial Model shows "YES" in cell Sum!T42 and that the year displayed in cellSum!T41 is 2043. The annual lease payment in cells ConPan!K36:L36 of the Bank Base CaseModel should be set equal to the same amount.

4.4 Optimising funding structureFourth, if after making the adjustments to the Base Case Financial Model and the Bank Base CaseModel under the steps in clause 4.3 (Minimise required Tolling revenue):

(a) any Debt Sizing Criteria is greater than (or less than in the case of the Maximum DebtAmount and/or gearing requirements) the corresponding Debt Sizing Requirement (wherethe Equity Requirements are satisfied), then the Debt Amount is increased (withoutexceeding the Maximum Debt Amount and/or gearing requirements) to the extent possiblewhilst ensuring that no Debt Sizing Criteria is less than (or greater than in the case of theMaximum Debt Amount and/or the gearing requirements) the corresponding Debt SizingRequirements; or

(b) the Equity Requirements have been exceeded (whilst no Debt Sizing Criteria (other thanthe Maximum Debt Amount) is less than (or greater than in the case of the gearingrequirements) the corresponding Debt Sizing Requirements), then if the Upfront IPOEquity IRR has been exceeded the Debt Amount is decreased to the extent possible so thatthe Equity Requirements are not exceeded or if the Maximum IPO Equity Amount hasbeen exceeded the Debt Amount is increased and the IPO Equity Amount is decreased tothe extent possible so that the Equity Requirements are not exceeded.



The Debt Amount is to be adjusted by:

(i) ensuring that cell FundAss!K17 reads 'Equity' in both the Base Case FinancialModel and the Bank Base Case Model;

(ii) ensuring that cell FundAss!K16 contains the maximum debt amount as given inClause 11 (Debt Sizing Requirements) of this document;

(iii) inputting the required Debt Amount in FundAss!H16 in both the Base CaseFinancial Model and the Bank Base Case Model; and

(iv) pressing CONTROL + SHIFT + K in both the Base Case Financial Model and theBank Base Case Model to recalculate.

4.5 Further optimisationFifth, the steps in clauses 4.3 (Minimise required Tolling revenue) and 4.4 (Optimising fundingstructure) are manually reiterated until the Tolling revenue that allows both the EquityRequirements and the Debt Sizing Requirements to be satisfied is minimised.

4.6 Required Percentage Change in the Tolling RevenueSixth, the Required Percentage Change in the Tolling Revenue as set out in cells ConPan!K62:71of both the Base Case Financial Model and the Bank Base Case Model is identified.

5. Agreed Toll Price ResetsThe Agreed Toll Price Reset Schedule sets out the hypothetical required changes to toll rates thatwould apply for certain hypothetical Required Percentage Changes in Tolling Revenue. Theparties agree that:

(a) if the actual Required Percentage Change in Tolling Revenue matches one of thesehypothetical Required Percentage Changes in Tolling Revenue, then the relevanthypothetical required change to the toll rate will be used to determine the RequiredChanges;

(b) if the actual Required Percentage Change in Tolling Revenue falls between two of thehypothetical Required Percentage Changes in Tolling Revenue, then the required changesto the toll rate used to determine the Required Changes will be the toll rate that applies tothat one of the two Required Percentage Changes in Tolling Revenue which provides forthe higher toll revenue and an adjustment payment will be calculated in accordance withclause 6 (Adjustment Payment); or

(c) if the actual Required Percentage Change in Tolling Revenue exceeds the highest or fallsbelow the lowest Required Percentage Change in Tolling Revenue, then the parties mustagree the toll rate that applies and the Financiers must consent to that rate.

The Traffic Model and Annual Revenue Forecast Model are used to calculate the required tollrates needed to achieve the Required Percentage Change in the Tolling Revenue identified inclause 4.6 (Required Percentage Change in Tolling Revenue).

If:

(a) clause 5(b) applies, then to validate the required changes to the toll rate; or

(b) clause 5(c) applied, then to determine the toll rate that will apply; or

(c) the parties otherwise agree,



the revised forecast revenues (as specified in the Agreed Toll Price Reset Schedule) are enteredinto the financial models in cells OpAss!H144:FV144 and the agreed revised forecast volumes areentered into the financial models in cells OpAss!H75:FV77. The process is repeated until noDebt Sizing Criteria (other than the Maximum Debt Amount) is less than (or greater than in thecase of the gearing requirements) the Debt Sizing Requirements and the Equity Requirements aremet but not exceeded.

6. Adjustment PaymentThe Concessionaires must:

(a) procure that any adjustment payment is determined by:

(i) resetting the percentage sensitivity to Tolling revenue in cells ConPan!K62:71 inboth the Base Case Financial Model and the Bank Base Case Model to zero;

(ii) entering the agreed revised forecast revenues (as specified in the Agreed TollPrice Reset Schedule) into the financial models in cells OpAss!H144:FV144; and

(iii) entering the agreed revised forecast volumes into the financial models in cellsOpAss!H75:FV77; and

(iv) solving for the adjustment payment given in cell ConAss!I28 by:

(A) ensuring that cell FundAss!K17 reads 'Govt' in both the Base CaseFinancial Model and the Bank Base Case Model;

(B) adjusting the IPO Equity Amount in cell FundAss!H11 in both the BaseCase Financial Model and the Bank Base Case Model;

(C) pressing CONTROL + SHIFT + K in both the Base Case Financial Modeland the Bank Base Case Model to recalculate;

(D) repeating the above steps (B) and (C) until such time such that no DebtSizing Criteria (other than the Maximum Debt Amount) is less than (orgreater than in the case of the gearing requirements) the Debt SizingRequirements and the Equity Requirements are met but not exceeded; and

(b) make the adjustment payments determined above on the day the Certificate ofCommencement is issued in the manner directed by the State.

7. Obtaining model outputsThe Concessionaires must procure that the model outputs are used to determine the RelevantChanges in accordance with Annexure A (Changes required to Transaction Documents) of thisSchedule 16 (Adjustments for Changes in Base Interest Rates).

8. Changes required to Transaction DocumentsIf:

(a) the State and the Concessionaries, each acting reasonably, has notified the other that it issatisfied that clauses 4 (Commencement Date requirements) to 7 (Obtaining modeloutputs) of this Schedule 16 (Adjustments for Changes in Base Interest Rates) have beencomplied with and that the Required Changes are accurately specified; and



(b) a notice has been delivered to the State by or on behalf of all parties to TransactionDocuments referred to in Annexure A (Changes Required to Transaction Documents) ofthis Schedule 16 (Adjustments for Changes in Base Interest Rates) which are not ProjectDocuments, that acknowledge that the Required Changes to the Transaction Documents(other than the Project Documents) have been made or deemed to be made to the relevantTransaction Documents,

then the changes to the Transaction Documents determined in accordance with Annexure A(Changes required to Transaction Documents) will be deemed to be made.

9. State may observe and obtain informationEach Concessionaire must procure that the State and its Associates are permitted to observeexecution of, and are provided with such information as the State reasonably requires concerning,the steps set out in clauses 4 (Commencement Date requirements) to clause 7 (Obtaining modeloutputs) of this Schedule 16 (Adjustments for Changes in Base Interest Rates).

10. State's process(a) The State may notify the Concessionaires, before the day on which the Commencement

Certificate is given, that the State will carry out the steps listed in clauses 4.1 (IdentifyRelevant Rates) to clause 7 (Obtaining model outputs) of this Schedule 16 (Adjustmentsfor Changes in Base Interest Rates) (other than clause (b) (Adjustment Payment))independently of the Concessionaires.

(b) If the State gives a notice under clause 10(a) (State's process) of this Schedule 16(Adjustments for Changes in Base Interest Rates), then neither the State nor theConcessionaire are required to give the notice under clause 8 (Changes required toTransaction Documents) of this Schedule 16 (Adjustments for Changes in Base InterestRates) unless the determination of the changes required to the Transaction Documentsbased on the steps taken by the State and the steps taken by the Concessionaires' are thesame or any discrepancies are resolved.

(c) The State and the Concessionaires must liaise closely when the other is carrying out thevarious steps with the aim of taking a consistent approach and must use their respectivereasonable endeavours to resolve any such discrepancies as soon as practicable.

11. Debt Sizing RequirementsThe debt sizing requirements (Debt Sizing Requirements) are each of the following:

Debt Sizing Parameter Requirement

Minimum Forward ICR from andincluding 31 December 2010, at eachRatio Calculation Date during theremaining term of the Facilities

1.50

Minimum ICR on 31 March 2011 1.44

Minimum Average ICR during theremaining terms of the Facilities, on andfrom the end of the Ramp up Period

1.60



Debt Sizing Parameter Requirement

Minimum LLCR1 1.96

Minimum LLCR2 1.61

Maximum Gearing as at the date 49months after financial close

70%

Maximum DRP Gearing as at the date49 months after financial close

65%

Maximum Debt Amount $2,200 million

where each of these terms has the meaning given in the Loan Note Subscription Agreement (otherthan Debt Amount).

12. Equity RequirementsThe equity requirements (Equity Requirements) are each of the following:

Equity Parameter Requirement

Minimum Upfront IPO Equity IRR 12.50% (nominal, post vehicle tax, preinvestor tax)

Maximum IPO Equity Amount $1,120 million

13. Form of ModelsThe parties acknowledge that no change may be made to the Bank Base Case Model and the BaseCase Financial Model prior to the date on which the Certificate of Commencement is issued orother than as expressly provided in this Schedule 16 (Adjustments for Changes in Base InterestRates). In particular, prior to the date on which the Certificate of Commencement is issued nochanges to margins or fees will be made for any reason other than to the Dealers' Swap Margins.



Annexure A -Changes required toTransactionDocuments

Annexure to Schedule 16 of the Concession Deed



Annexure A - Changes required to TransactionDocuments

Reference Issue Required Change

Concession Deed

Clause 42.6 (c ) Total GST inclusive marketvalue

The amounts of the total GST inclusivemarket value of each of the ConcessionairesNon-Monetary Consideration Supplies andthe total GST inclusive market value of theState Non-Monetary ConsiderationSupplies are to be replaced by the value inthe Base Case Financial Model cell Sum!T19

Clause 42.6 (d)(i) and(iii)

GST inclusive market values The amount of the GST inclusive marketvalue of the State Non-MonetaryConsideration Supplies is to be replaced bythe value in the Base Case Financial Modelcell Sum! T19*0.25

Clause 42.6 (d)(i) and(iii)

GST inclusive market values The amount of the total GST payable is tobe replaced by the value in the Base CaseFinancial Model cell Sum! T19*0.25/11

Clause 42.6 (d)(ii) and(iv)

GST inclusive market values The amount of the GST inclusive marketvalue of the Non-Monetary considerationsupplies is to be replaced by the value in theBase Case Financial Model cell Sum!T19*0.75

Clause 42.6 (d)(ii) and(iv)

GST inclusive market values The amount of the total GST payable is tobe replaced by the value in the Base CaseFinancial Model cell Sum! T19*0.75/11

Schedule 1 'Base CaseEquity Return'

Base Case Equity Return Replace percentages in paragraphs (a), (b),(c) and (d) of the definition with newpercentages reflected in the Base CaseFinancial Model in cells Equity!H111,Equity!H135, Equity!H236, Equity!H271.

Schedule 4 Toll Calculation Schedule Replace values in the schedule with thefinal values as determined in accordancewith this Schedule 16 (Adjustments forChanges in Base Interest Rates)

Clause 2.1 Base Toll Rate for Cars The values in the table for the Base TollRate for a Toll Zone are to be replaced bythe equivalent amounts in the Agreed TollPrice Reset Schedule

Clause 2.2 Base Toll Rate for Taxis andHire Cars

The values in the table for the Base TollRate for a Toll Zone are to be replaced by



Reference Issue Required Changethe equivalent amounts in the Agreed TollPrice Reset Schedule

Clause 8.2 Base Toll Rate for Cars The values in the table for the Base TollRate for a Toll Zone are to be replaced bythe equivalent amounts in the Agreed TollPrice Reset Schedule divided by 11 andmultiplied by 10

Clause 8.3 Base Toll Rate for Taxis andHire Cars

The values in the table for the Base TollRate for a Toll Zone are to be replaced bythe equivalent amounts in the Agreed TollPrice Reset Schedule divided by 11 andmultiplied by 10

Schedule 7 Projected Revenue ProfileTable

The amounts of the projected base caserevenue in the table are to be replaced forthe relevant financial year by the values inthe Base Case Financial Model cells Ops!AC65:FN65

Schedule 7 Projected Revenue ProfileEscalation Factor

The escalation factor is to be determined bydividing the total 2043 amount by the total2042 amount in the Base Case FinancialModel cell Ops! AC65:FN65 for therelevant facility

Schedule 9 Refinancing Profile The refinancing assumptions will bereplaced by the equivalent value for therelevant period from cellsFundAss!J144:N144 in the Base CaseFinancial Model.

In relation to the fourth refinancing, thedebt amounts will be replaced by theequivalent value for the relevant tranchefrom cells FundAss!I131:I133 in the BaseCase Financial Model.

Schedule 11 Debt Profiles The assumed outstanding debt principal atthe end of each financial quarter of theConcession Period is to be replaced by theequivalent value for the relevant financialquarter by the values from the table in cellsSchedule!B3:H174 from the Base CaseFinancial Model.

Schedule 13 Equity Funding Amount to be Contributed for each EquityClass in the table is to be replaced by therelevant amount from the following valuesin the Base Case Financial Model:

IPO Number of Stapled Units: cellsFundAss! H34

IPO Financial Close Amount: cells



Reference Issue Required ChangeFundAss! H32

IPO 12 months post Financial CloseAmount: cells FundAss! H33

Contractor Deferred Number of StapledUnits: cells FundAss! H13/1.15

Contractor Deferred Equity Amount: cellsFundAss! H13

MBL Deferred Equity Number of StapledUnits: cells FundAss! H36

MBL Deferred Equity Amount: cellsFundAss! H36

Loan NoteSubscriptionAgreement

Clause 1.1 Construction FacilityCommitment

The value of the Construction FacilityCommitment is to be replaced byFundAss!H16

Clause 1.1 Equity Contribution Amount The value of the Equity ContributionAmount is to be replaced by the value inFundAss!H34

Clause 1.1 Stage 1 Equity The value for Stage 1 Equity is to bereplaced by the value in FundAss!H32, lessthe amount of $65,000,000

Clause 1.1 Stage 2 Equity The value of Stage 2 Equity is to bereplaced by the value in FundAss!H33

Schedule 1 Part B Project Financiers The values of the Project FacilityCommitments of the Project Financiers areto be replaced by amounts agreed by theFinanciers and totalling the ConstructionFacility Commitment.

Schedule 2 Drawdown Schedule The values of the % of the DrawdownSchedules for the relevant facility for therelevant month are to be replaced by therelevant values from the Base CaseFinancial Model.

ConstructionContract

Clause 21.5(g)(ii)(A) Amount of the debt servicingcosts taken into account insetting the daily rate ofdamages

The amount of the debt servicing coststaken into account in setting the daily rateof damages is to be replaced by the totalvalue of the debt service in the first quarterafter Completion divided by the number ofdays in that quarter.

East Link Concession Document29_1

Documents

Transcript of East Link Concession Document29_1