EX-4.4 6 dex44.htm ASSET SALE DEED- NOOSA HOSPITAL Asset Sale Deed- Noosa Hospital

Exhibit 4

 

CLAYTON UTZ

 

Asset Sale Deed - Noosa Hospital

[Collocated Hospitals and Privatised Hospitals]

 

Mayne Group Limited ACN 004 073 410

MGL or Seller

 

Noosa Privatised Hospital Pty Limited ACN 106 723 380

Buyer

 

The entities listed in Schedule 12

Other Indemnifying Parties

 

If you have any questions about the details of this document

please contact Rod Halstead on + 61 2 9353 4000

 

Clayton Utz Lawyers

Levels 22-35 No. 1 O’Connell Street Sydney NSW 2000 Australia

PO Box H3 Australia Square Sydney NSW 1215

T + 61 2 9353 4000 F + 61 2 8220 6700

 

www.claytonutz.com

 

Our reference Rod Halstead/Jonathan Algar/21724491

 

Liability limited by the Solicitors Scheme, approved under the Professional Standards Act 1994 (NSW) and by our Terms of Engagement


Table of Contents

 

1.

  

Definitions and interpretation

   2
    

1.1

  

Definitions

   2
    

1.2

  

Defined terms in Parts 2 and 3

   14
    

1.3

  

Umbrella Deed

   14
    

1.4

  

Other Indemnifying Parties

   14

2.

  

Conditions Precedent and C&P Completion Conditions

   14
    

2.1

  

Conditions Precedent to the sale of the Assets - Seller

   14
    

2.2

  

Conditions Precedent to the creation of the Trust

   15
    

2.3

  

Conditions Precedent to the transfer of the Capital Units

   15
    

2.4

  

Conditions Precedent to the Loan Structure

   15
    

2.5

  

Conditions

   16
    

2.6

  

Buyer Default

   16
    

2.7

  

Seller Default

   16
    

2.8

  

Consequences of termination

   16
    

2.9

  

Acknowledgements

   17
    

2.10

  

Conduct of Hospital Business

   18
    

2.11

  

Pre-Completion Employee Arrangements

   18
    

2.12

  

Guarantees

   20
    

2.13

  

Material cost

   20

3.

  

Sale of Assets - Seller Group

   21
    

3.1

  

Sale of Assets - Seller Group

   21
    

3.2

  

Purchase Price

   21

4.

  

Balancing payments

   21
    

4.1

  

Available Cash

   21
    

4.2

  

Operating Loss

   21
    

4.3

  

Notional Tax Amount

   21

5.

  

Purchase Price and payments

   21
    

5.1

  

Pre-Adjustment Purchase Price

   21
    

5.2

  

Apportionment following adjustment

   22

6.

  

C&P Completion

   22
    

6.1

  

C&P Completion place and date

   22
    

6.2

  

Seller’s obligations on C&P Completion

   22
    

6.3

  

Buyer’s obligations on C&P Completion

   25
    

6.4

  

Delivery

   26
    

6.5

  

Title

   26
    

6.6

  

Risk and entitlement to profits

   26
    

6.7

  

Interdependence

   26
    

6.8

  

Conduct until MPPL Shares are registered

   26
    

6.9

  

Conduct until AMNL Shares are registered

   26
    

6.10

  

Notice to complete

   26

7.

   Novation and Assignment of Hospital Business Contracts - Seller Group and Equipment
Leases - Seller Group
   27
    

7.1

  

Novation or assignment on C&P Completion

   27
    

7.2

  

Obligations pending or if no novation or assignment

   28
    

7.3

  

Obligations if novation or assignment is not possible

   28
    

7.4

  

Indemnities

   29
    

7.5

  

Transfer of Assets under Equipment Leases - Seller Group

   29


8.

  

Novation and Assignment of Leases - Seller

   30
    

8.1

  

Novation or assignment on C&P Completion

   30
    

8.2

  

Obligations pending or if no novation or assignment

   30
    

8.3

  

Obligations if novation or assignment is not possible

   31
    

8.4

  

Indemnities

   31

9.

  

Release of Seller’s Guarantees

   31
    

9.1

  

Release

   31
    

9.2

  

Indemnity

   32

10.

  

Shared arrangements

   32
    

10.1

  

Shared Contracts

   32
    

10.2

  

Shared Assets

   32

11.

  

Employees and Independent Contractors

   33
    

11.1

  

Provision of employment or engagement

   33
    

11.2

  

Payments to Employees and Independent Contractors

   33
    

11.3

  

Recognition of prior service

   34
    

11.4

  

Indemnity for Employees and Independent Contractors

   34
    

11.5

  

Employee Lists and Independent Contractor Lists

   35

12.

  

Superannuation

   35

13.

  

Trade Debts - Seller Group

   36

14.

  

Plant and equipment

   37

15.

  

Liabilities

   37

16.

  

Going concern

   37

17.

  

Declaration of Trust

   38
    

17.1

  

Court Order

   38
    

17.2

  

Declaration of trust

   38
    

17.3

  

Consideration and apportionment

   39
    

17.4

  

Going concern

   39

18.

  

Operating Loss Loan

   39
    

18.1

  

Determination of Operating Loss

   39
    

18.2

  

Operating Loss Loan

   39
    

18.3

  

Disputes over the Operating Loss Loan

   40
    

18.4

  

No Interest

   40
    

18.5

  

Repayment

   40

19.

  

Indemnification of MGL in its personal capacity

   41

20.

  

Default and termination

   41
    

20.1

  

Buyer Default

   41
    

20.2

  

Seller Default

   41
    

20.3

  

Consequences of termination

   41

21.

  

Sale of Capital Units

   43
    

21.1

  

Sale

   43
    

21.2

  

Units Purchase Price

   43
    

21.3

  

No interest created

   43

22.

  

Unit Sale Completion

   43


    

22.1

  

Unit Sale Completion place and date

   43
    

22.2

  

Seller’s obligations on Unit Sale Completion

   43
    

22.3

  

Buyer’s obligations on Unit Sale Completion

   46
    

22.4

  

Delivery

   47
    

22.5

  

Title

   47
    

22.6

  

Interdependence

   47
    

22.7

  

Notice to complete

   47

23.

  

Incorporation of clauses 7 to 14

   48

24.

  

Loan arrangements

   49
    

24.1

  

Determination of Part 4 Available Cash or Part 4 Operating Loss

   49
    

24.2

  

Part 4 Available Cash Loan

   50
    

24.3

  

Part 4 Operating Loss Loan

   50
    

24.4

  

Failure to make a Part 4 Available Cash Loan or Part 4 Operating Loss Loan

   50
    

24.5

  

No Interest

   50
    

24.6

  

Repayment

   51
    

24.7

  

Method of Repayment

   51
    

24.8

  

Tax office ruling

   51
    

24.9

  

Notional Tax Amount

   51

Schedule 1 Hospital; Hospital Licence; Act

   59

Schedule 2 Obligations relating to the Conditions Precedents

   60

Schedule 3 Hospital Licence C&P Completion Condition

   65

Schedule 4 Finance Arrangements C&P Completion Condition

   67

Schedule 5 Business Names - Seller Group

   69

Schedule 6 Intellectual Property - Seller Group

   70

Schedule 7 Hospital Business Contracts - Seller Group; Shared Contracts

   71

Schedule 8 Equipment Leases - Seller Group

   72

Schedule 9 C & P Leasehold Premises - Seller Group

   78

Schedule 10 Deed of Novation of Lease; Deed of Assignment of Lease

   79

Schedule 11 Seller’s Guarantees

   96

Schedule 12 Other Indemnifying Parties

   97

Annexure A Diagnostics Agreements

   98

Annexure B Trust Deed

   99

 


Deed dated    21 OCTOBER 2003
Parties    Mayne Group Limited ACN 004 073 410 of Level 21, 390 St Kilda Road, Melbourne, Victoria 3004, Australia (“MGL” or “Seller”)
     Noosa Privatised Hospital Pty Limited ACN 106 723 380 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia (“Buyer”)
     and
     Australian Newco Holdings Pty Limited ACN 106 722 347 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Joondalup Hospital Pty Limited ACN 106 723 193 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Port Macquarie Hospital Pty Limited ACN 106 723 399 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Logan Hospital Pty Limited ACN 106 723 406 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Melbourne Hospital Pty Limited ACN 106 723 415 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Caboolture Hospital Pty Limited ACN 106 723 219 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Frances Perry Hospital Pty Limited ACN 106 723 228 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia;
     Armidale Hospital Pty Limited ACN 106 723 200 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia; and
     P.O.W. Hospital Pty Limited ACN 106 723 871 of c/o Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
     (collectively with the Buyer, the “Newco Group” and each a “Newco Group Member”)

 

Recitals

 

A. MGL owns certain assets which are used exclusively in carrying on the Hospital Business. MGL has agreed to sell and the Buyer has agreed to purchase these assets upon the terms and conditions of this Deed.

 

B. On or about the date of this Deed, the parties have entered into an Umbrella Deed in relation to the sale of the Australian Hospital Business.


The parties agree

 

1. Definitions and interpretation

 

1.1 Definitions

 

In this document:

 

“Accruals” has the meaning given in the Umbrella Completion Accounting Principles.

 

“Accruals Liability - Seller Group” means all obligations, whether arising before, on or after C&P Completion or C&P Trust Declaration (as the case may be) exclusively in relation to the Hospital Business, in respect of or in connection with the Accruals which, but for this Deed, MGL in its personal capacity would be obliged or liable to pay, carry out, perform, observe or complete after C&P Completion or C&P Trust Declaration (as the case may be).

 

“Act” means the Act specified in Part C of Schedule 1.

 

“AMNL” means AMNL Pty Ltd ACN 081 051 676.

 

“AMNL Shares” means all shares in the issued share capital of AMNL owned by DAL.

 

“Asset Sale Expiry Date” means the date which is 12 months after the Umbrella Completion Date, or such later date as the parties agree in writing.

 

“Assets” means individually and collectively:

 

  (a) the Goodwill;

 

  (b) the Fixed Assets;

 

  (c) the Prepayments;

 

  (d) the Intellectual Property Rights;

 

  (e) the right to be registered as proprietor of the Business Names;

 

  (f) the Business Records;

 

  (g) the Trade Debts;

 

  (h) the Stock;

 

  (i) the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group;

 

  (j) the Seller’s right, title and interest in the Equipment Leases - Seller Group;

 

  (k) the Seller’s right, title and interest in the Leases - Seller Group;

 

  (l) the Seller’s right, title and interest in the Hospital Licence;

 

  (m) the Seller’s right, title and interest in the Government Contracts; and

 

  (n) the MPPL Shares,

 

“Assets - Seller Group” means individually and collectively:

 

  (a) the Goodwill - Seller Group;

 

  (b) the Fixed Assets - Seller Group;

 

  (c) the Prepayments - Seller Group;

 

  (d) the Intellectual Property Rights - Seller Group;

 

  (e) the right to be registered as proprietor of the Business Names - Seller Group;


  (f) the Business Records - Seller Group;

 

  (g) the Trade Debts - Seller Group;

 

  (h) the Stock - Seller Group;

 

  (i) the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group;

 

  (j) the Seller’s right, title and interest in the Equipment Leases - Seller Group;

 

  (k) the Seller’s right, title and interest in the Leases - Seller Group;

 

  (l) the Seller’s right, title and interest in the Hospital Licence;

 

  (m) the Seller’s right, title and interest in the Government Contracts; and

 

  (n) the MPPL Shares,

 

and all other assets which are owned by the Seller and used exclusively in the conduct of the Hospital Business but excludes the Excluded Assets.

 

“Assume” in relation to the Buyer means the Buyer must assume, pay, carry out, perform, observe, complete and comply with each and every obligation and Liability as if each and every one of those obligations and Liabilities were (to the extent not already performed) the obligation and Liability of the Buyer.

 

“Assumed Liabilities” means:

 

  (a) the Accruals Liability - Seller Group;

 

  (b) the Hospital Business Contracts Liability - Seller Group;

 

  (c) the Lease Liability - Seller Group;

 

  (d) the Equipment Lease Liability - Seller Group;

 

  (e) the Trade Creditors Liability - Seller Group;

 

  (f) the Independent Contractor Liability; and

 

  (g) the Employee Liability,

 

but only to the extent to which they relate to the Hospital Business and excluding the Excluded Liabilities.

 

“Australian Hospital Business” has the meaning given in the Umbrella Deed.

 

“Available Cash” means the amount by which the cash received by MGL exceeds the cash paid by MGL exclusively in relation to the operation of the Hospital Business less the Notional Tax Amount. For the avoidance of doubt, the cash paid by MGL includes any payments to the Buyer under the Shared Service Agreement.

 

“Business Day” means a day, not being a Saturday, Sunday or public holiday, on which banks are generally open for business in the State.

 

“Business Names” means the business names exclusively used in respect of the Hospital Business, but excluding those containing a Reserved Name.

 

“Business Names - Seller Group” means the Business Names registered to the Seller identified in Schedule 5.


“Business Records” means all current operational records exclusively relating to the Assets or the Hospital Business, including:

 

  (a) service, promotional, descriptive, sales, trade and application literature and other advertising material and catalogues;

 

  (b) records relating to the Trade Debts;

 

  (c) supplier lists;

 

  (d) stock records, manufacturing, engineering and purchasing data sheets and bills of material;

 

  (e) wages, employment benefit, other benefit, payroll and personnel records of the Employees - Seller Group;

 

  (f) all computer software exclusively used in or relating exclusively to the Hospital Business and:

 

  (i) owned by the Seller; or

 

  (ii) licensed to the Seller under a Hospital Business Contract - Seller Group which can be lawfully transferred to the Buyer,

 

together with any computer records, including source code, object code, programmers notes and technical, functional and performance-related documents, associated with such software and owned by, or licensed under the applicable Hospital Business Contract - Seller Group;

 

  (g) all records of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group;

 

  (h) copies of lease documentation, correspondence and documents relating to on-going issues and financial files for the Leases - Seller Group; and

 

  (i) stationery.

 

“Business Records - Seller Group” means the Business Records owned by, or licensed to, the Seller which can be lawfully transferred to the Buyer but excluding the Excluded Records.

 

“Buyer Default” means any breach by the Buyer of its obligations under Schedule 2, 3 or 4.

 

“Buyer Group” means the Buyer and each of its Related Bodies Corporate and where the context requires or allows, “Buyer Group Member” means any one or more of them.

 

“Buyer’s Fund” has the meaning given in clause 12.

 

“Calculation Date” means each 31 March, 30 June, 30 September and 31 December falling after the Asset Sale Expiry Date until C&P Completion or, if earlier, the Repayment Date.

 

“Calculation Period” means, in relation to a Calculation Date, the three month period ending on that Calculation Date provided that the first Calculation Period will commence on the Asset Sale Expiry Date and end on the next Calculation Date.

 

“Capital Units” has the meaning defined in the Trust Deed.


“Capital Unitholder” has the meaning given to it in the Trust Deed.

 

“Cash Shortfall Loans” has the meaning given to it in the Trust Deed.

 

“C&P Hospital Business” means the business of operating all of the Collocated and Privatised Hospitals carried on by the Seller other than the Hospital.

 

“C&P Completion” means completion of this Deed and the sale and purchase of the Assets - Seller Group in accordance with the terms of this Deed.

 

“C&P Completion Conditions” means the conditions to C&P Completion or C&P Trust Completion (as the case may be) described in paragraph 1 of Schedule 3 and Schedule 4.

 

“C&P Completion Date” means the date set out in clause 6.1.

 

“C&P Hospital Business” means the business of operating all of the Collocated and Privatised Hospitals carried on by the Seller Group other than the Hospital.

 

“C&P Trust Completion” means the completion of the transfer of the Capital Units under clause 22.

 

“C&P Trust Declaration” means the declaration of the Trust pursuant to clause 17.

 

“C&P Trust Declaration Date” means the date on which the C&P Trust Declaration occurs.

 

“Collocated and Privatised Hospitals” means the following hospitals:

 

  (a) Armidale Private Hospital, Armidale;

 

  (b) Caboolture Private Hospital, Caboolture;

 

  (c) Frances Perry Private Hospital, Carlton;

 

  (d) Joondalup Health Campus, Joondalup;

 

  (e) Logan Private Hospital, Meadowbrook;

 

  (f) The Melbourne Private Hospital, Parkville;

 

  (g) Noosa Hospital, Noosaville;

 

  (h) Port Macquarie Base Hospital, Port Macquarie; and

 

  (i) Prince of Wales Private Hospital, Randwick.

 

“Conditions Precedent” means:

 

  (a) Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed; and

 

  (b) each of the Conditions Precedent in paragraph 1 of Schedule 2 is satisfied or waived in accordance with the provisions of Schedule 2, and “Condition Precedent” means any one of them as the context indicates.

 

“Confidentiality Deed” means the Confidentiality Deeds between MGL and each of Ironbridge Capital Pty Ltd (dated 21 July 2003), BOS International (Australia) Limited, Credit Suisse First Boston (dated 5 August 2003) and CVC Asia Pacific Limited relating to the transaction contemplated by this Deed and the related sale process.


“Consultancy Agreement” means the consultancy agreement entered into between the Buyer and MGL on Umbrella Completion.

 

“Corporations Act” means the Corporations Act 2001 (Commonwealth).

 

“DAL” means Deutsche Australia Limited ACN 006 385 593.

 

“Diagnostics Agreements” means the diagnostic imaging and pathology lease and services agreements between MGL as operator and a Seller Group Member as service provider to be entered into prior to C&P Completion in the forms annexed as Annexure A.

 

“Disclosure Material” has the meaning given in the Umbrella Deed.

 

“Divestment Businesses” has the meaning given in the Umbrella Deed.

 

“Employee Liability” means the Buyer’s obligations (in its personal capacity or its capacity as trustee) in respect of Employees - Seller Group set out in clause 11.4.

 

“Employees - Seller Group” means those individuals employed by the Seller exclusively in the Hospital Business as at the date of this Deed and any other individuals who are employed by the Seller exclusively in the Hospital Business in the period between the date of this Deed and C&P Completion or C&P Trust Declaration (as the case may be).

 

“Encumbrance” has the meaning given in the Umbrella Deed.

 

“Equipment Lease Liability - Seller Group” means all obligations, whether arising before, on, or after C&P Completion or C&P Trust Declaration (as the case may be), under the Equipment Leases - Seller Group and which, but for this Deed, MGL in its personal capacity the Seller would be obliged to pay, carry out, perform, observe or complete after C&P Completion or C&P Trust Declaration (as the case may be).

 

“Equipment Leases - Seller Group” mean all equipment, financing or operating leases or other hiring arrangements (but excluding the Leases - Seller Group), exclusively relating to the Hospital Business to which the Seller is a party including those set out in Schedule 8.

 

“Escrow Agent” has the meaning given in the Umbrella Deed.

 

“Escrow Agreement” means the escrow agreement entered into between the Buyer, MGL and the Escrow Agent on or about the date of this Deed.

 

“Escrow Amount” means the Pre-Adjustment Purchase Price as may be adjusted in accordance with the Umbrella Deed including any interest thereon.

 

“Excluded Assets” means:

 

  (a) cash including cash on hand and funds held with any bank or financial institution;

 

  (b) any debtors of the Seller as at C&P Completion or C&P Trust Declaration (as the case may be) other than the Trade Debts - Seller Group;

 

  (c) the Excluded Business Records; and

 

  (d) any rights, title, interests or assets of the Seller which are not used exclusively in the Hospital Business.

 

“Excluded Business Records” means those of the Business Records that the Seller is required by Law to retain and debtor records other than records relating to the Trade Debts - Seller Group.


“Excluded Liabilities” means any Liabilities of the Seller to the extent that they do not relate to the Hospital Business.

 

“Expiry” means expiry of all of the Government Contracts.

 

“Finance Arrangements” means the Finance Documents and the Security Documents.

 

“Finance Documents” has the meaning given to that term in Schedule 4.

 

“Fixed Assets” means those items of computer hardware (including desktop computers, laptop computers and servers) and other information technology related fixed assets, capital work in progress, assets under construction, plant and equipment, machinery, office furniture, office machines, office equipment, appliances, fittings and spare parts and maintenance materials in relation to any of the foregoing and the Seller Group’s right, title and interest in any leasehold improvement in respect of any of the foregoing used by the Seller exclusively in the Hospital Business as at C&P Completion or C&P Trust Declaration (as the case may be).

 

“Fixed Assets - Seller Group” means those Fixed Assets owned by the Seller and described in the column marked Noosa Hospital in the Last Accounts, subject to any adjustment in column Noosa Hospital of the Umbrella Completion Accounts.

 

“Former Employee” means, in respect of the Seller, any person who was an employee of the Seller at any time before C&P Completion or C&P Trust Declaration (as the case may be) but is not so employed as at C&P Completion or C&P Trust Declaration (as the case may be).

 

“Goodwill” means the goodwill in and attaching to the Hospital Business.

 

“Goodwill - Seller Group” means the Goodwill owned by the Seller and described in the column marked Noosa Hospital in the Last Accounts, subject to any adjustment in column Noosa Hospital of the Umbrella Completion Accounts.

 

“Government Contracts” has the meaning given to that term in Schedule 2.

 

“Government Party” has the meaning given to that term in Schedule 2.

 

“Group” and “Group Member” have the meaning defined in the Share and Asset Sale Deed.

 

“Group General Manager Hospitals” means Robert Cooke.

 

“GST” has the meaning given to it in the GST Act.

 

“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) as amended and any related imposition legislation.

 

“Head Office Contracts” means all agreements and arrangements of a corporate head office nature to which the Seller is a party which are entered into on a group wide basis and which do not relate exclusively to the Hospital Business, including agreements and arrangements concerning the provision of fuel cards to Employees and corporate credit cards to Employees and arrangements for corporate travel.

 

“Health Fund Contracts” means all agreements and arrangements between the Seller and any health fund including:

 

  (a) an organisation registered under Part VI of the National Health Act 1953 (Cth);

 

  (b) the Australian Regional Health Group Limited;

 

  (c) the Australian Health Service Alliance Limited;


  (d) the Department of Veterans’ Affairs;

 

  (e) the Transport Accident Commission of Victoria;

 

  (f) the Motor Accident Authority of New South Wales;

 

  (g) the Motor Accident Insurance Commission of Queensland; or

 

  (h) the Insurance Commission of Western Australia.

 

“Hospital” means the hospital listed in Part A of Schedule 1.

 

“Hospital Business” means the business of operating the Hospital carried on by the Seller in Australia at the date of this Deed, but excluding:

 

  (a) any other health service business carried on by MGL not requiring a private hospital licence;

 

  (b) the supply of inputs to the provision of services by those hospitals, including, supplying pharmaceuticals, pharmaceutical services, equipment, diagnostic imaging services and pathology services;

 

  (c) wholesaling and distribution of products sold in pharmacies to retail pharmacies;

 

  (d) wholesaling and distribution of various pharmaceutical products and medical consumables to hospitals;

 

  (e) the provision of certain retail and marketing services to pharmacies (including retail branding, back office support and technology and pharmacy finance guarantors);

 

  (f) the Indonesian Hospital Business;

 

  (g) the Non C&P Hospital Business;

 

  (h) the C&P Hospitals Business;

 

  (i) the Divestment Businesses; and

 

  (j) the Retained Business.

 

“Hospital Business Contracts - Seller Group” means all agreements, leases, licences, contracts, arrangements (including hiring arrangements), understandings or orders entered into, made or accepted by or on behalf of MGL in its personal capacity and relating exclusively to the Hospital Business which are, in whole or in part, executory as at C&P Completion or C&P Trust Declaration (as the case may be) including all contracts listed in Part A of Schedule 7 but excluding:

 

  (a) the Health Fund Contracts;

 

  (b) the Leases - Seller Group;

 

  (c) the Equipment Leases - Seller Group;

 

  (d) any agreements, leases, licences, contracts, arrangements (including hiring arrangements), understandings or orders to the extent they relate to the Excluded Assets or a business other than the Hospital Business;

 

  (e) any agreements, leases, licences, contracts, arrangements (including hiring arrangements), understandings or orders to the extent they relate to borrowings or other financial accommodation made available to the Seller ;


  (f) any contracts or policies of insurance to which the Seller is a party or which have been issued in favour of the Seller ;

 

  (g) any foreign currency purchase, sale, hedge, swap or like agreement or arrangement;

 

  (h) any agreements with another Seller Group Member;

 

  (i) the Shared Contracts; and

 

  (j) the Head Office Contracts.

 

“Hospital Business Contracts Liability - Seller Group” means all obligations, whether arising before, on or after C&P Completion or C&P Trust Declaration (as the case may be), under the Hospital Business Contracts - Seller Group and which, but for this Deed, MGL in its personal capacity would be obliged or liable to pay, carry out, perform, observe or complete after C&P Completion or C&P Trust Declaration (as the case may be).

 

“Hospital Licence” means the licence referred to in Part B of Schedule 1.

 

“Income Unitholder” has the meaning given to it in the Trust Deed.

 

“Independent Contractors - Seller Group” means those individuals engaged by the Seller exclusively in the Hospital Business as at the date of this Deed together with any other individuals who are engaged by the Seller exclusively in the Hospital Business in the period between the date of this Deed and C&P Completion or C&P Trust Declaration (as the case may be). The term “Independent Contractors - Seller Group” does not include any such individual whose engagement terminates prior to C&P Completion or C&P Trust Declaration (as the case may be).

 

“Independent Contractor Liability” means the Buyer’s obligations to Independent Contractors - Seller Group set out in clause 11.4.

 

“Indonesian Hospitals” means RS International Bintaro, Jakarta, RS Mitra International, Jakarta and Surabaya International Hospital, Surabaya.

 

“Indonesian Hospital Business” means the business of operating the Indonesian Hospitals carried on by the Seller.

 

“Intellectual Property Rights” means the intellectual property and know-how which are exclusively used by the Seller in the Hospital Business but excluding the Trade Marks - Excluded.

 

“Intellectual Property Rights - Seller Group” means the Intellectual Property Rights which are owned by the Seller including the intellectual property described in Schedule 6.

 

“KPMG” means KPMG of 45 Clarence Street, Sydney NSW 2000.

 

“Last Accounts” has the meaning given in the Umbrella Deed.

 

“Law” includes all statutes, regulations, by-laws, ordinances and other delegated legislation and any rule of common law, contract, tort or equity from time to time and “lawfully” means in conformance with all such Laws and the provisions of any relevant contract.

 

“Lease Liability- Seller Group” means any Liability, whether arising before, on or after C&P Completion or C&P Trust Declaration (as the case may be), under the Leases - Seller Group.


“Leasehold Premises - Seller Group” means the leased properties listed in Schedule 9.

 

“Leases - Seller Group” means the leases or agreements for lease relating to the Leasehold Premises - Seller.

 

“Liability” means:

 

  (a) any debt or other monetary liability or penalty, fine or payment or any damage, loss, cost, charge or expense on any account and in any capacity, irrespective of whether the debt, liability, penalty, fine, payment, damage, loss, cost, charge or expense is:

 

  (i) present or future, matured or unmatured;

 

  (ii) actual, prospective or contingent;

 

  (iii) a contractual, tortious, legal, equitable or statutory obligation;

 

  (iv) ascertained or unascertained at any time;

 

  (v) owed, incurred or imposed by or on account of any person alone or severally or jointly with another person;

 

  (vi) owed, incurred or imposed to or for the account of any person alone or severally or jointly with another person;

 

  (vi) owed, incurred or imposed as a principal obligation or by way of surety or indemnity;

 

  (viii) owed, incurred or imposed as interest, fees, charges, taxes, duties or other imposts;

 

  (ix) owed, incurred or imposed as compensation or damages, whether for breach of contact or tort or on any other basis, or as losses, costs or expenses or on any other account; or

 

  (x) any combination of any of the foregoing paragraphs; or

 

  (b) any contractual, tortious, statutory, legal equitable or other obligation or liability to do or perform any act or to refrain from doing or performing any act.

 

“Loan Structure” means the loan arrangement set out in Part 4.

 

“MPPL” means Mayne Properties Pty Ltd ACN 080 971 026.]

 

“MPPL Shares” means all shares in the issued share capital of MPPL of which MGL is a registered and beneficial owner.

 

“Non C&P Hospital Business” has the meaning given in the Umbrella Deed.

 

“Notional Tax Amount” has the meaning given in clause 4.3.

 

“Officer” means, in relation to a corporation, an officer within the meaning of section 82A of the Corporations Act.

 

“Operating Loss” for the purposes of clause 4 means the amount by which the cash paid by MGL exceeds the cash received by MGL exclusively in relation to the operation of the Hospital Business and otherwise has the meaning given to it in the Trust Deed.


“Operating Loss Loan” has the meaning given to it in the Trust Deed.

 

“Order” means an order, ruling or determination by any court or competent authority which restricts the operation of the proposed Trust in accordance with Part 2 or the Loan Structure (as the case may be).

 

“Other Indemnifying Parties” means the parties listed in Schedule 12.

 

“Other Parties” has the meaning given in paragraph 4 of Schedule 2.

 

“Part 4 Available Cash” means the amount by which the cash received by MGL exceeds the cash paid by MGL exclusively in relation to the operation of the Hospital Business less the Notional Tax Amount. For the avoidance of doubt, cash paid by MGL includes any payments to the Buyer under the Shared Services Agreement.

 

“Part 4 Available Cash Loan” means the principal amount of each loan from MGL to the Buyer made in accordance with Part 4 (together “Part 4 Available Cash Loans”).

 

“Part 4 Operating Loss” means the amount by which the cash paid by MGL exceeds the cash received by MGL exclusively in relation to the operation of the Hospital Business.

 

“Part 4 Operating Loss Loan” means the principal amount of each loan from the Buyer to MGL made in accordance with Part 4 (together “Part 4 Operating Loss Loans”).

 

“Premises” means the Leasehold Premises - Seller Group.

 

“Pre-Adjustment Purchase Price” means [*].

 

“Prepayments” has the meaning given in the Umbrella Completion Accounting Principles to the line item entitled “Prepayments” in the Last Accounts.

 

“Prepayments -Seller Group” means Prepayments paid or made by MGL as described in the column marked Noosa Hospital in the Last Accounts subject to any adjustment in the column marked Noosa Hospital in the Umbrella Completion Accounts

 

“Principal Premises” means each property leased pursuant to any Government Contract.

 

“Project Documents” has the meaning given to that term in Schedule 4.

 

“Purchase Price” has the meaning given in clause 3.2.

 

“Quarterly Period” has the meaning given to it in the Trust Deed.

 

“Related Body Corporate” has the meaning given in section 9 of the Corporations Act.

 

“Repayment Date” means the first to occur of:

 

  (a) the date on which this Deed is terminated under clause 2.6 and clause 2.7 as a consequence of a Seller Default or a Buyer Default;

 

  (b) C&P Completion; and

 

  (c) the date on which Expiry occurs.

 

“Representative” of a party includes an adviser, agent, director, employee, joint venturer, officer, partner, or sub-contractor of that party.


[*] Certain confidential portions of these exhibits have been omitted pursuant to a request for confidential treatment and filed separately with the Commission.


“Reserved Names” means “Mayne”, and any name containing the word “Mayne” and any name substantially similar to or reasonably capable of confusion with the word “Mayne”.

 

“Retained Business” has the meaning given to it in the Share and Asset Sale Deed.

 

“Security” means the security constituted by the Security Documents and each other Encumbrance granted by the Seller over each of the Assets-Seller Group.

 

“Security Documents” has the meaning given to that term in Schedule 4.

 

“Seller Default” means:

 

  (a) any breach by the Seller of its obligations under Schedules 2, 3 or 4; or

 

  (b) termination by the Other Parties of all of the Government Contracts, except if the Buyer has in any way contributed to the termination of any or all of these Government Contracts other than by its performance of this Deed; or

 

  (c) MGL becomes insolvent or enters into liquidation (other than for the purposes of amalgamation or reconstruction) or if a receiver, administrator or similar officer is appointed in respect of the whole or part of any undertaking of MGL.

 

“Seller Group” means MGL and each of its Related Bodies Corporate (but excluding all Group Members) and where the context requires or allows “Seller Group Member” means any one or more of them.

 

“Seller’s Guarantees” means all securities, letters of credit, letters of comfort, guarantees and indemnities provided by or on behalf of the Seller to support the operation of the Hospital Business (or any part of it) as listed in Schedule 11.

 

“Seller’s Superannuation Fund” means the Mayne Group Limited Superannuation Fund.

 

“Share and Asset Sale Deed” has the meaning given in the Umbrella Deed.

 

“Shared Assets” means assets used by the Seller Group both for purposes:

 

  (a) of the Hospital Business; and

 

  (b) other than the Hospital Business,

 

excluding the assets which are the subject of the Shared Services Agreement.

 

“Shared Contracts” means the agreements or arrangements with third parties which are listed in Part B of Schedule 7 that relate partly to the Hospital Business and partly to any business of the Seller other than the Hospital Business and including the Head Office Contracts.

 

“Shared Services Agreement” has the meaning given to it in the Umbrella Deed.

 

“State Consent Date” means the date on which the State of Queensland (acting through the Queensland Department of Health) consents to the novation of Project Documents to the Buyer or its nominee.

 

“Stock” means all the stock in trade exclusively relating to the Hospital Business owned by the Seller at C&P Completion or C&P Trust Declaration (as the case may be), including all raw materials, factory supplies, components, work in progress, finished goods, packaging materials, spare parts, consumables, uniforms, stationery and goods in transit.

 

“Stock - Seller Group” means the Stock owned by the Seller described in the column marked Noosa Hospital in the Last Accounts, subject to any adjustment in the column marked Noosa Hospital in the Umbrella Completion Accounts.


“Tax” has the meaning given in the Share and Asset Sale Deed. “Taxable Income” means the amount calculated in accordance with the principles in the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997.

 

“Trade Creditors” means all debts and other money which at or after C&P Completion or C&P Trust Declaration (as the case may be) are or become owing by the Seller in relation to goods or services sold or provided to the Seller exclusively in respect of the Hospital Business on or prior to C&P Completion or C&P Trust Declaration (as the case may be).

 

“Trade Creditors Liability - Seller Group” means all obligations, whether arising before, on or after C&P Completion or C&P Trust Declaration (as the case may be), in respect of or in connection with the Trade Creditors which, but for this Deed, the Seller would be obliged or liable to pay, carry out, perform, observe or complete after C&P Completion or C&P Trust Declaration (as the case may be).

 

“Trade Debtors - Seller Group” means all persons who owe a Trade Debt - Seller Group.

 

“Trade Debts” means:

 

  (a) all the debts and other money owed at C&P Completion or C&P Trust Declaration (as the case may be) to MGL to the extent that they relate to goods or services sold or provided by MGL;

 

  (b) accrued revenue from discharged patients and inpatients to the extent they relate to goods or services sold or provided by MGL;

 

  (c) all other debts and other money owed at C&P Completion or C&P Trust Declaration (as the case may be) including proceeds from the sale of property, plant and equipment,

 

exclusively in respect of the Hospital Business up to that time.

 

“Trade Debts - Seller Group” means those Trade Debts owed to or accrued by the Seller described in the columns marked Noosa Hospital in the Last Accounts, subject to any adjustment in the column marked Noosa Hospital in the Umbrella Completion Accounts.

 

“Trade Marks - Excluded” has the meaning given in the Umbrella Deed.

 

“Transaction Agreements” has the meaning given to it in the Umbrella Deed.

 

“Transferring Employees” means such of the Employees - Seller Group who accept the Buyer’s offer of employment made under clause 11.1.

 

“Transferring Independent Contractors” means such of the Independent Contractors - Seller Group who accept the Buyer’s offer of engagement made under clause 11.1.

 

“Trust” means the trust declared under the Trust Deed.

 

“Trust Declaration Price” has the meaning given to it in clause 17.3.

 

“Trust Deed” means the declaration of trust to be made by MGL after the date of this Deed in the form annexed as Annexure B.

 

“Trustee” has the same meaning as in the Trust Deed.


“Umbrella Completion Accounts” has the meaning given in the Umbrella Deed.

 

“Umbrella Completion Accounting Principles” has the meaning given in the Umbrella Deed.

 

“Umbrella Completion Date” has the meaning given in the Umbrella Deed.

 

“Umbrella Deed” means the deed so titled between MGL, Mayne Healthcare Holdings Pty Limited and Australian Newco Holdings Pty Ltd ACN 106 722 347 on or about the date of this Deed.

 

“Unit Certificate” means a document certifying the holder as a holder of a unit in the trust incorporated by the Trust Deed.

 

“Unit Sale Completion” has the meaning defined in clause 22.

 

“Unit Sale Completion Date” has the meaning defined in clause 22.

 

1.2 Defined terms in Parts 2 and 3

 

Defined terms in Parts 2 and 3 shall have the meaning defined in the Trust Deed unless the context otherwise requires.

 

1.3 Umbrella Deed

 

  (a) The parties have entered into an Umbrella Deed in relation to certain aspects of the sale of the Assets - Seller. The Umbrella Deed is supplementary to this Deed.

 

  (b) In the event of any inconsistency between this Deed and the Umbrella Deed, the Umbrella Deed shall prevail.

 

1.4 Other Indemnifying Parties

 

  (a) In consideration for the Sellers entering into this Deed with the Buyer, each indemnity granted by the Buyer pursuant to this Deed is hereby also granted by each of the Other Indemnifying Parties.

 

  (b) Without limiting the Buyer’s obligations under this Deed, every reference in this Deed to the “Buyer” shall be read as if it was a reference to the Buyer and each of the Other Indemnifying Parties.

 

  (c) The obligations and liabilities assumed by, and rights conferred on, the Buyer and the Other Indemnified Parties pursuant to the provisions referred to in clause 1.4(b) binds and benefits them jointly and severally.

 

  (d) A reference in this Deed to a “party” or “the parties” does not include any of the Other Indemnified Parties, except to the extent necessary to give effect to this clause 1.4.

 

2. Conditions Precedent and C&P Completion Conditions

 

2.1 Conditions Precedent to the sale of the Assets - Seller

 

The terms of Part 1 of this Deed (clauses 3-16) have no force or effect and do not become binding on the parties unless and until:

 

  (a) Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed; and


  (b) on or before the Asset Sale Expiry Date each of the:

 

  (i) conditions precedent in paragraph 1 of Schedule 2 is satisfied or waived in accordance with the provisions of Schedule 2; and

 

  (ii) C&P Completion Conditions is satisfied or waived in accordance with the provisions of Schedule 3.

 

2.2 Conditions Precedent to the creation of the Trust

 

The terms of Part 2 of this Deed (clauses 17 - 20) have no force or effect and do not become binding on the parties unless and until:

 

  (a) Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed;

 

  (b) the earlier of:

 

  (i) the failure to satisfy or waive the conditions in clause 2.1(b) by the Asset Sale Expiry Date;

 

  (ii) the date elected by the Buyer pursuant to an election made by the Buyer under clause 2.13.

 

2.3 Conditions Precedent to the transfer of the Capital Units

 

The terms of Part 3 of this Deed (clauses 21 - 23) have no force or effect and do not become binding on the parties unless and until:

 

  (a) Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed;

 

  (b) each of the:

 

  (i) conditions precedent in paragraph 1 of Schedule 2 is satisfied or waived in accordance with the provisions of Schedule 2; and

 

  (ii) C&P Completion Conditions is satisfied or waived in accordance with the provisions of Schedule 3,

 

at any time after (but not before) the Asset Sale Expiry Date.

 

2.4 Conditions Precedent to the Loan Structure

 

The terms of Part 4 of this Deed (clause 24) have no force or effect and do not become binding on the parties unless and until:

 

  (a) Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed;

 

  (b) clause 17.1(c) applies.


2.5 Conditions

 

Each party must comply with all its obligations (whether before or after the Asset Sale Expiry Date):

 

  (a) in Schedule 2, until such time as the conditions precedent in paragraph 1 of Schedule 2 are satisfied or waived; and

 

  (b) in Schedule 3 until such time as the C&P Completion Conditions in Schedule 3 are satisfied or waived; and

 

  (c) in Schedule 4 until such time as the C&P Completion Conditions in Schedule 4 are satisfied or waived.

 

2.6 Buyer Default

 

If there is a Buyer Default on or before the Asset Sale Expiry Date which:

 

  (a) is not remedied within 28 days of notice of the Buyer Default by MGL to the Buyer; or

 

  (b) is incapable of being remedied,

 

MGL may at any time, at its discretion, terminate this Deed with immediate effect by giving the Buyer notice to that effect.

 

2.7 Seller Default

 

If there is the Seller Default on or before the Asset Sale Expiry Date which:

 

  (a) is not remedied within 28 days of notice of the Seller Default by the Buyer to MGL; or

 

  (b) is incapable of being remedied,

 

the Buyer may at any time, at its discretion, terminate this Deed with immediate effect by giving MGL notice to that effect.

 

2.8 Consequences of termination

 

If this Deed is terminated under clause 2.6 or clause 2.7, then:

 

  (a) each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 2.7;

 

  (b) the Buyer must immediately reimburse MGL (or procure that a relevant Buyer Group Member reimburses MGL) for the service charges paid by MGL to the Buyer under clause 7(c) of the Shared Services Agreement;

 

  (c) if this Deed is terminated as a result of Buyer Default,:

 

  (i) the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts;

 

  (ii) prior to taking any steps to terminate or breach the Government Contracts, MGL must consult with the Buyer in relation to such termination or breach to enable the Buyer to mitigate any damage it considers it may suffer as a result of the termination or breach;

 

  (iii) the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in terminating or breaching the Government Contracts;


  (iv) MGL will instruct the Escrow Agent to pay the Escrow Amount to MGL as MGL may direct;

 

  (d) if this Deed is terminated as a result of Seller Default, the Buyer will instruct the Escrow Agent in writing to pay the Escrow Amount to the Buyer as the Buyer may direct;

 

  (e) each party retains the rights it has against the other party in respect of any past breach or any claim that has arisen before termination; and

 

  (f) the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital Business, including the Business Records in accordance with the Confidentiality Deed.

 

The Buyer represents and warrants to MGL that the reimbursement under clause 2.8(b) is not a penalty. Neither the Buyer nor any Buyer Group Member may assert that this reimbursement is a penalty. The Buyer indemnifies MGL against any Liabilities suffered or incurred by MGL if this reimbursement is a penalty.

 

2.9 Acknowledgements

 

  (a) The parties acknowledge that nothing in this Deed will be taken as constituting:

 

  (i) unless and until the Conditions Precedent are satisfied in accordance with this clause 2, the sale, transfer or assignment, disposal, conveyance, loss, relinquishment or parting with possession (or agreement to do any of the aforementioned) to the Buyer of any of the Assets or any interest therein;

 

  (ii) the mortgage, charge, encumbrance, pledge, lien, loan, subletting, underletting (or agreement to do any of the aforementioned) to the Buyer of any of the Assets;

 

  (iii) the creation in favour of the Buyer of:

 

  A. a security or preferential interest or similar arrangement over any of the Assets;

 

  B. a mortgage, charge, encumbrance, hypothecation, pledge, lien, loan, subletting or underletting of any of the Assets;

 

  C. any other right or arrangement to have any claims the Buyer may have against MGL, satisfied prior to other creditors with or from the proceeds of realisation of any of the Assets; or

 

  (iv) MGL and the Buyer as partners or joint venturers in relation to the operation of the Hospital or any of the Assets.

 

  (b) Subject to clause 2.8(c) and 20.3, the parties acknowledge that unless and until the Conditions Precedent and C&P Completion Conditions are satisfied in accordance with this clause 2, it is not MGL’s intention at the date of this Deed to:

 

  (i) cease to operate the Hospital;

 

  (ii) cease to conduct all or any part of the Hospital Business; or

 

  (iii) resign as the operator of the Hospital.


  (c) For the avoidance of doubt, a reference to Assets in this clause 2.9 includes without limitation:

 

  (i) MGL’s right, title and interest in any of the Government Contracts;

 

  (ii) MGL’s right to operate the Hospital; and

 

  (iii) MGL’s right to occupy the Premises.

 

2.10 Conduct of Hospital Business

 

MGL (whether as trustee or in its personal capacity, as applicable) must, after Umbrella Completion:

 

  (a) continue to conduct the Hospital Business in the ordinary course of business as it was carried on immediately prior to Umbrella Completion; and

 

  (b) continue to provide the same classes and levels of insurance as maintained by the Seller Group Members immediately prior to Umbrella Completion;

 

unless any of the foregoing would, in MGL’s reasonable opinion, constitute a breach of the Government Contracts or the Law.

 

2.11 Pre-Completion Employee Arrangements

 

  (a) With effect from the date of this Deed until C&P Completion (“Liaison Period”), MGL must procure that no Seller Group Member in respect of or relating to some or all of the Employees - Seller Group enters into, or agrees to enter into, any industrial award, agreement (certified, registered or otherwise) or other arrangement or understanding concerning some or all of such employees and/or contractors (“Arrangement”) except in the ordinary course of business as determined by the Group General Manager Hospitals.

 

  (b) During the Liaison Period, if:

 

  (i) a Seller Group Member proposes to enter into, agree to enter into, or to initiate or participate in any negotiations or discussions in respect of, any Arrangement;

 

  (ii) there is any other industrial development (including actual, threatened or pending industrial action, disputation, litigation or proceedings) (“Industrial Action”) in respect of or relating to some or all of the Employees - Seller Group (“Business Persons”); or

 

  (iii) any meeting or discussions will, or are proposed to, be held or occur between representatives of a Seller Group Member and representatives of a union, employee organisation or Business Persons relating to some or all of the Business Persons,

 

(each an “Industrial Event”), then MGL must:

 

  (iv) keep the Buyer informed of the Industrial Event including the circumstances giving rise to, and the reasons for, and the ongoing status of the Industrial Event and the associated circumstances;

 

  (v) provide the Group General Manager Hospitals, with full and free access to all correspondence, notices, documents and other records in the possession or control of any Seller Group Member relating to the Industrial Event;


  (vi) in the case of any such proposed meeting or discussion, give the Group General Manager Hospitals the right to attend and participate in any such meeting or discussions and give him reasonable notice of the time and place of the meeting or discussions, together with details of the proposed topics of discussion;

 

  (vii) keep the Buyer informed of the outcome of any meetings with unions during the Liaison Period; and

 

  (viii) except to the extent such would breach any Law, comply with any conditions and requirements notified, and written directions given, by the Buyer in accordance with clause 2.11(c).

 

  (c) If an Industrial Event occurs or arises at any time during the Liaison Period:

 

  (i) the Buyer may, in its absolute discretion, do any or all of the following in respect of any proposed Arrangement:

 

  A. consent to the Arrangement either unconditionally or subject to such conditions or requirements as are notified by the Buyer to MGL; or

 

  B. withhold its consent to the Arrangement without giving reasons; and

 

  (ii) MGL will procure that any relevant Seller Group Members take (or fail to take) or do (or fail to do) any action or thing in respect of, arising out of, or in connection with, that Industrial Event or the circumstances giving rise to the Industrial Event as reasonably determined by the Group General Manager Hospitals including, in the case of any Industrial Action, relating to the conduct of any dispute or of any litigation or proceedings in any industrial tribunal or court.

 

  (d) Without in any way limiting the obligations imposed by clause 2.11(c), during the Liaison Period, MGL must consult with the Buyer and ensure that each Seller Group Member takes all action and does all things within its power to limit the risk of any of the Business Persons making or bringing any claim, demand, action or proceedings in respect of retirement, redundancy, severance payments or any similar costs (“Redundancy Payments”), including:

 

  (i) being prepared to accept the resignation of Employees who are not covered by an industrial award or agreement (certified, registered or otherwise) and who resign to accept an offer of employment with the Buyer on the terms contemplated by the form of offer applicable to that employee;

 

  (ii) using reasonable endeavours to adopt and maintain the position that Employees will not be entitled to a Redundancy Payment if they refuse to accept an offer of employment or engagement by the Buyer;

 

  (iii)

making all applications to relevant industrial tribunals as are available to any Seller Group Member to remove any obligations that would otherwise apply under any industrial awards or agreements (whether certified, registered or otherwise) to make Redundancy Payments in respect of any employees or contractors because of the offers of suitable


 

alternative employment or engagement to be made, or made, by the Buyer in accordance with this Deed, whether or not those offers are accepted by those employees or contractors;

 

  (iv) co-operating with the Buyer to seek to secure:

 

  A. the agreement and support of all relevant unions and employee organisations in respect of all applications referred to in clause 2.11(d)(iii); and

 

  B. union endorsement of the position referred to in clause 2.11(d)(ii) having regard to the offers of suitable alternative employment or engagement to be made, or made, by the Buyer to Employees.

 

  (e) The Buyer indemnifies each Seller Group Member against any Liability it suffers or incurs in respect of the costs arising from any application to relevant industrial tribunals under clause 2.11(d)(iii).

 

2.12 Guarantees

 

  (a) Notwithstanding any other provision in this Deed (including those contained in any schedule or annexure), no natural person will be required to give any personal or entity any personal guarantee or undertaking.

 

  (b) If the Buyer is requested to procure a performance guarantee or similar undertaking from Australian Newco Holdings Pty Ltd ACN 106 722 347 in order to satisfy the Conditions Precedent in Schedule 2 or to satisfy the conditions in Schedule 3, the Buyer must provide such guarantee or undertaking.

 

2.13 Material cost

 

  (a) Notwithstanding any other provision in this Deed (including those contained in any schedule or annexure), the Buyer’s obligations contained in Schedule 2 and 3 of this Deed are limited to the use of its best endeavours and the Buyer shall not be required to incur or agree to incur any material cost in excess of $100,000 in order to satisfy the Conditions Precedent in Schedule 2 or to satisfy the conditions in Schedule 3.

 

  (b) If:

 

  (i) the Buyer is required to incur or to agree to incur any material cost in excess of $100,000 in order to satisfy the Conditions Precedent in Schedule 2 or to satisfy the conditions in Schedule 3; and

 

  (ii) the Buyer considers that the cost is excessive having regard to the Hospital Business at any time prior to the Asset Expiry Date

 

the Buyer may by notice in writing to MGL elect that the terms of Part 2 of this Deed shall apply on a date no earlier than 10 Business Days after the date of the notice and the terms of Part 2 of this Deed will so apply on the date notified by the Buyer.


PART 1

 

3. Sale of Assets - Seller Group

 

3.1 Sale of Assets - Seller Group

 

MGL agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller the Assets - Seller Group free from any Encumbrance on the terms and conditions of this Deed.

 

3.2 Purchase Price

 

The Purchase Price payable for the Assets - Seller Group is the Pre-Adjustment Purchase Price apportioned in accordance with clause 5.1, adjusted in accordance with clause 2.8 and 3.2(b) of the Umbrella Deed and as further adjusted under clause 5.2.

 

4. Balancing payments

 

4.1 Available Cash

 

On C&P Completion, MGL must pay to the Buyer any Available Cash by way of a reduction to the Pre-Adjustment Purchase Price.

 

4.2 Operating Loss

 

On C&P Completion, the Buyer must pay to MGL any Operating Loss by way of an addition to the Pre-Adjustment Purchase Price.

 

4.3 Notional Tax Amount

 

  (a) The Notional Tax Amount is the tax that would be payable on the Taxable Income of the Hospital Business for each tax year as if that business were a stand alone taxpayer.

 

  (b) MGL is entitled to deduct from the Available Cash an amount equal to the Notional Tax Amount at the end of each tax year.

 

  (c) For the avoidance of doubt the Notional Tax Amount cannot be negative.

 

  (d) For the avoidance of doubt when calculating the Taxable Income for a tax year any Tax Losses of an earlier tax year can be used to reduce Taxable Income.

 

5. Purchase Price and payments

 

5.1 Pre-Adjustment Purchase Price

 

The Pre-Adjustment Purchase Price shall be apportioned in accordance with the following principles:

 

  (a) $1.00 for the MPPL Shares

 

  (b) for the Fixed Assets - Seller Group, their tax written down value;

 

  (c) for the Stock - Seller Group, the value of the Stock - Seller Group as set out in the column marked Noosa Hospital in the Last Accounts;

 

  (d) for the Trade Debts - Seller Group, the value of the Trade Debts - Seller Group as set out in the column marked Noosa Hospital in the Last Accounts;


  (e) for the Prepayments - Seller Group, the value of the Prepayments - Seller Group as set out in the column marked Noosa Hospital in the Last Accounts;

 

  (f) $1.00 for the Seller’s right, title and interest in the Equipment Leases - Seller Group;

 

  (g) $1.00 for the Seller’s right, title and interest in the Leases - Seller Group;

 

  (h) the balance for the:

 

  (i) Intellectual Property Rights - Seller Group;

 

  (ii) Business Records - Seller Group;

 

  (iii) the right to be registered as the proprietor of the Business Names - Seller Group;

 

  (iv) the Seller’s right, title and interest in the Hospital Licence;

 

  (v) the Seller’s right, title and interest in the Government Contracts;

 

  (vi) Goodwill - Seller Group;

 

  (vii) the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group; and

 

  (viii) any other asset transferred under this Deed.

 

5.2 Apportionment following adjustment

 

For the purposes of apportionment of the Pre Adjustment Purchase Price as adjusted in accordance with clause 4.1 and 4.2, any Available Cash shall be subtracted from and any Operating Loss shall be added to the Pre Adjustment Purchase Price.

 

6. C&P Completion

 

6.1 C&P Completion place and date

 

C&P Completion will take place at the offices of Clayton Utz, 333 Collins Street, Melbourne, Victoria at 10 a.m. on the date which is 15 Business Days after the satisfaction of the Conditions Precedent and the C&P Completion Conditions or such other date or place (or both) as MGL and the Buyer may agree in writing.

 

6.2 Seller’s obligations on C&P Completion

 

On C&P Completion, MGL will:

 

  (a) (Possession): deliver to the Buyer:

 

  (i) the Fixed Assets - Seller Group;

 

  (ii) the Stock - Seller Group;

 

  (iii) the Business Records - Seller Group;

 

  (iv) copies of the Excluded Business Records;


  (v) hired, leased or any other assets the subject of any of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group as are in the possession of the Seller (subject, where required, to the relevant counterparty’s consent); and

 

  (vi) possession of the Leasehold Premises - Seller Group (subject, where required, to the relevant lessor’s consent);

 

  (b) (Business Names): deliver to the Buyer forms required under the relevant legislation in the States and Territories in which the Business Names - Seller Group are registered to notify the relevant authorities in those States and Territories of the change in proprietorship of the Business Names - Seller Group to the Buyer, each duly executed by MGL;

 

  (c) (Transfer of Intellectual Property Rights - Seller Group): deliver to the Buyer duly executed assignments of all registered trademarks, registered designs, patents and copyrights included in the Intellectual Property Rights - Seller Group, together with all certificates of registration held by MGL in relation thereto;

 

  (d) (Certificates of registration and originals of Leases - Seller Group, Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group): deliver to the Buyer originals (where possible, copies where not) of the Leases - Seller Group which have been assigned in accordance with clause 8 and which are in the possession of MGL, and originals of those of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group (including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b)) which have been novated or assigned in accordance with clause 7 and which are in the possession of MGL;

 

  (e) (Notices and documents): deliver to the Buyer such notices and other documents as may be required to be executed or registered by the Seller under any statute in connection with the sale or assignment of the Assets - Seller Group, provided the Buyer has, at its own cost, prepared such notices and other documents and delivered the same to MGL’s solicitors at least 5 Business Days before the C&P Completion Date;

 

  (f) (Services): surrender or cause to be surrendered all telephone and related lines, electricity, gas and other utility services of the Hospital Business as relate to the Leasehold Premises - Seller Group, and use its best endeavours to assist the transfer or grant of those services (including the retention of all telephone and facsimile numbers) or, where that is not possible, the grant of new services to the Buyer or Group;

 

  (g) (MPPL Shares): give to the Buyer:

 

  (i) the share certificates for the MPPL Shares;

 

  (ii) completed transfers of the MPPL Shares duly executed by MGL in favour of the Buyer as transferee;

 

  (iii) any consent or consents to the transfers referred to in clause 6.2(g)(ii) contemplated by any pre-emptive rights or provisions in the Constitution of MPPL;

 

  (iv)

written resignations with effect from the C&P Completion Date from all of the directors and secretaries of MPPL appointed by MGL, each such director’s and secretary’s resignation to include an acknowledgment that


 

the director or secretary has no claim for compensation, remuneration or reimbursement against MPPL in relation to his or her service or appointment or resignation as a director or secretary of MPPL, as appropriate, or such other form of acknowledgment as is reasonably agreed by the Buyer;

 

  (h) (Meetings): cause a meeting of the directors of MPPL to be held at which:

 

  (i) persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed directors of MPPL;

 

  (ii) persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed secretaries of MPPL;

 

  (iii) the directors of MPPL resolve to accept the resignations referred to in clause 6.2(g)(iv) with effect immediately after the appointments under clause 6.2(h)(i) and 6.2(h)(ii); and

 

  (iv) the directors of MPPL resolve to register the share transfers referred to in clause 6.2(g)(ii) subject to those transfers being stamped (where necessary); and

 

  (i) (Finance Arrangements): if:

 

  (i) DAL does not agree on or before the State Consent Date to the novation of the Finance Arrangements to the Buyer (or its nominee); or

 

  (ii) on or before the C&P Completion Date such novation has not been completed,

 

then MGL will use its best endeavours to:

 

  (iii) (AMNL Shares): procure that DAL give and deliver to the Buyer in consideration for the payment by the Buyer of $10.00:

 

  A. the share certificates for the AMNL Shares;

 

  B. completed transfers of the AMNL Shares duly executed by DAL in favour of the Buyer as transferee;

 

  C. any consent or consents to the transfers referred to in clause 6.2(i)(iii)(B) contemplated by any pre-emptive rights or provisions in the Constitution of AMNL;

 

  D. written resignation with effect from the C&P Completion Date from all of the directors of AMNL appointed by DAL, each such director’s and secretary’s resignation to include an acknowledgement that the director or secretary has no claim for compensation, remuneration or reimbursement against AMNL in relation to his or her service or appointment or resignation as a director or secretary of AMNL, as appropriate, or such other form of acknowledgement as is reasonably agreed by the Buyer; and


  (iv) (Meeting): in consideration for the payment by the Buyer of $10.00, procure that DAL cause a meeting of the directors of AMNL to be held at which:

 

  A. persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed directors of AMNL;

 

  B. persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed secretaries of AMNL;

 

  C. the directors of AMNL resolve to accept the resignations referred to in clause 6.2(i)(iii)(D) with effect immediately after the appointments under clause 6.2(i)(iv)(A) and 6.2(i)(iv)(B); and

 

  D. the directors of AMNL resolve to register the share transfers referred to in clause 6.2(i)(iii)(B) subject to those transfers being stamped (where necessary);

 

  (j) (Other obligations): perform all other obligations to be performed by it on C&P Completion under this Deed and procure that all other relevant Seller Group Members do the same.

 

6.3 Buyer’s obligations on C&P Completion

 

On C&P Completion, the Buyer will:

 

  (a) (Notice to release purchase price from escrow) give notice in writing to the Escrow Agent of C&P Completion and the Escrow Agent shall cause the payment of the Escrow Amount to MGL as MGL may direct.

 

  (b) (Assignment or novation) accept from MGL or the relevant Seller Group Member an assignment or novation, in a form satisfactory to the Buyer, acting reasonably, of such of those of the Leases - Seller Group, Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group as have been obtained as at the C&P Completion Date(including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b)), and enter into occupation of the Leasehold Premises - Seller Group. For those Leases - Seller Group for which consent or assignment has not been obtained by the C&P Completion Date, the Buyer shall enter into occupation on the basis of clause 7;

 

  (c) (Additional payments in relation to Finance Arrangements) pay to MGL (as MGL may direct) an additional sum of $10,600,000 and MGL shall prepay all monies outstanding under the Finance Arrangements at C&P Completion if:

 

  (i) DAL does not agree on or before the State Consent Date to the novation of the Finance Arrangements to the Buyer (or its nominee); or

 

  (ii) on or before the C&P Completion Date such novation has not been completed.

 

  (d) (Accept delivery) accept from MGL delivery of the items referred to in clause 6.2(a), 6.2(b) and 6.2(c);

 

  (e) (Release of guarantees): cause to be delivered to MGL an unconditional release of each Seller’s Guarantee as the Buyer is reasonably able to obtain by the C&P Completion Date in a form reasonably satisfactory to MGL that it has been able to secure pursuant to clause 9.1;


  (f) (Other obligations): perform all other obligations to be performed by it on C&P Completion under this Deed and procure that all Group Members do the same.

 

6.4 Delivery

 

For the purposes of clause 6.2(a) delivery of any item (other than items in transit) will, where that item is ordinarily located at any of the Premises, be made by leaving that item at that location on the Premises.

 

6.5 Title

 

Subject to the necessary third party consents under clauses 7 and 8 and complying with any registration requirements, upon C&P Completion legal and beneficial ownership of the Assets - Seller Group will pass to the Buyer.

 

6.6 Risk and entitlement to profits

 

Risk in the Assets - Seller Group passes to the Buyer upon C&P Completion.

 

6.7 Interdependence

 

Except as the parties otherwise agree in writing, the requirements of clauses 6.2 and 6.3 are interdependent and are to be carried out contemporaneously. No delivery or payment will be deemed to have been made until all deliveries and payments have been made.

 

6.8 Conduct until MPPL Shares are registered

 

After C&P Completion and until the MPPL Shares are registered in the name of the Buyer, MGL must convene, attend and vote at general meetings of MPPL or sign resolutions of MPPL as the Buyer reasonably directs in writing.

 

6.9 Conduct until AMNL Shares are registered

 

If clause 6.2(i) applies, after C&P Completion and until the AMNL Shares are registered in the name of the Buyer, MGL must use its best endeavours to procure that DAL agrees to convene, attend and vote at general meetings of AMNL or sign resolutions of AMNL as the Buyer reasonably directs in writing.

 

6.10 Notice to complete

 

Subject to clauses 2.6 and 2.7:

 

  (a) If MGL fail to satisfy their obligations under this clause 6 on or before the C&P Completion Date, the Buyer may give MGL a notice requiring it to satisfy those obligations within a period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If MGL fails to satisfy those obligations on the date specified in the Buyer’s notice the Buyer may, without affecting or limiting any other rights it might have, terminate this Deed by giving MGL written notice to that effect and after any such termination the Buyer will be entitled to sue MGL for breach of contract.

 

  (b)

If the Buyer fails to satisfy its obligations under this clause 6 on or before the C&P Completion Date or otherwise fails to satisfy its obligations to complete this Deed, MGL may give the Buyer a notice requiring it to satisfy those obligations within a period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If the Buyer fails to satisfy those obligations on the date specified in MGL’s notice, MGL may, at its discretion and


 

without affecting or limiting any other rights it might have, terminate this Deed by giving the Buyer written notice to that effect, or seek specific performance of this Deed. After any such termination MGL will be entitled to:

 

  (i) sue the Buyer for breach of contract; and

 

  (ii) resell and procure the resale of the Assets - Seller Group as owner,

 

whereupon the Buyer shall indemnify MGL from and against all Liabilities in relation to the Buyer’s breach of this Deed, including, in the circumstances set out in paragraph (ii), the deficiency (if any) arising on such resale and all expenses of and incidental to such resale or attempted resale, and the Buyer’s default.

 

  (c) If this Deed is terminated in accordance with clause 6.10(b):

 

  (i) each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 6.10(c);

 

  (ii) the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts;

 

  (iii) the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in relation to it terminating or breaching the Government Contracts;

 

  (iv) each party retains the rights it has against the other party in respect of any past breach of any claim that has arisen before termination; and

 

  (v) the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital Business, including the Business Records in accordance with the Confidentiality Deed.

 

7. Novation and Assignment of Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group

 

7.1 Novation or assignment on C&P Completion

 

  (a) From C&P Completion until the date which is 12 calendar months after C&P Completion (“Termination Option Date”), MGL must (and must procure that any relevant Seller Group Member) use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to obtain all necessary consents to, and to secure, at its direction, the:

 

  (i) novation to the Buyer of those of the Hospital Business Contracts - Seller Group as are listed in Part A of Schedule 7 and those of the Equipment Leases - Seller Group as are listed in Schedule 8 on terms reasonably acceptable to both the Buyer and MGL; or

 

  (ii) assignment to the Buyer by and with effect from C&P Completion of the Hospital Business Contracts - Seller Group as are listed in Part A of Schedule 7 and those of the Equipment Leases - Seller Group as are listed in Schedule 8 on terms reasonably acceptable to both the Buyer and MGL.

 

  (b)

The Buyer must accept such novation or assignment, assist and cooperate with


 

MGL and each other party to the relevant Hospital Business Contract - Seller Group or Equipment Leases - Seller Group and the Buyer must execute any agreements or deeds (including a replacement master lease agreement in the case of Equipment Leases - Seller Group and any agreements or deeds so as to ensure that MGL is released from all the continuing obligations to the extent they relate to the WEF Leasing Arrangements (as set out in Schedule 8) which novations and agreements or deeds in relation to the WEF Leasing Arrangements must have been obtained as at the C&P Completion Date) that may reasonably be required by the relevant other party as a condition of the other party’s consent.

 

  (c) Subject to C&P Completion, MGL (on behalf of the relevant Seller Group Member) hereby assigns to the Buyer with effect on and from C&P Completion the benefit of those of the Hospital Business Contracts - Seller Group not listed in Part A of Schedule 7 in respect of which assignments are permitted without the consent of the other party to the Hospital Business Contract - Seller Group.

 

7.2 Obligations pending or if no novation or assignment

 

If any of the Hospital Business Contracts - Seller Group or the Equipment Leases - Seller Group referred to in clause 7.1 or otherwise, are not novated or assigned to, or for the benefit of, the Buyer, on and from C&P Completion, then until any novation or assignment occurs or until such Hospital Business Contract - Seller Group or Equipment Lease - Seller Group is terminated or expires under clause 7.3 or otherwise:

 

  (a) MGL must (and must procure that all Seller Group Members) use its reasonable endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to ensure that each Hospital Business Contract - Seller Group or Equipment Leases - Seller Group continues in full force and effect and is held for the benefit of the Buyer or the Group;

 

  (b) the Buyer or the Group must to the extent that it is lawfully able, perform on behalf of the relevant Seller Group Member all obligations of the Seller Group Member under or arising out of that Hospital Business Contract - Seller Group or Equipment Leases - Seller Group whether arising before, on or after C&P Completion (and the relevant Seller Group Member must reasonably facilitate this); and

 

  (c) to the extent that the Buyer and/or the Group is not lawfully able to perform any obligation or exercise any right of a Seller Group Member, the relevant Seller Group Member must, on the request and at the reasonable expense of the Buyer and/or the Group, perform that obligation or exercise that right provided that:

 

  (i) the relevant Seller Group Member is lawfully able and capable of doing so and will not suffer any resulting Liability; and

 

  (ii) the Buyer provides timely instructions to the Seller Group Member as to how it requires the Seller Group Member to exercise that right, failing which the Seller Group Member may exercise that right as it thinks fit.

 

7.3 Obligations if novation or assignment is not possible

 

If:

 

  (a) the Termination Option Date has expired; or

 

  (b) the relevant third party to the Hospital Business Contract - Seller Group or Equipment Leases Seller has given written notice to MGL or the Buyer that it does not consent to novation or assignment of the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group (as the case may be); or


  (c) the relevant third party provides its consent to novation or assignment of the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group on conditions which are not reasonably acceptable to MGL or the Buyer,

 

then, subject to clause 7.4:

 

  (d) MGL may, at its discretion, terminate or breach the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group provided that it consults with the Buyer in good faith and gives reasonable notice in writing to the Buyer before such termination or breach;

 

  (e) MGL must if possible under the terms of those agreements terminate the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group at the written direction of the Buyer;

 

  (f) subject further to clause 7.3(d) and (e), MGL must ensure that each such Hospital Business Contract - Seller Group and Equipment Lease - Seller Group continues in full force and effect and is held for the benefit of the Buyer, and the Buyer must pay all amounts then due and payable and which may then be due and payable under the relevant Hospital Business Contract - Seller Group and Equipment Leases - Seller Group.

 

7.4 Indemnities

 

From C&P Completion, the Buyer indemnifies each Seller Group Member against any Liabilities suffered or incurred by it in relation to:

 

  (a) any Hospital Business Contract - Seller Group or Equipment Lease - Seller Group terminated or breached under:

 

  (i) clause 7.3(d) to the extent that such document was included in Schedule 7 or Schedule 8;

 

  (ii) clause 7.3(e); and

 

  (b) any Hospital Business Contracts - Seller Group or the Equipment Leases - Seller Group referred to in clause 7.3(f); and

 

  (c) termination by the relevant third party or expiry of any Hospital Business Contract - Seller Group or Equipment Lease - Seller Group,

 

whether arising before, on or after C&P Completion, including any Liabilities suffered or incurred by it in complying with its obligations or exercising its rights under that contract or as a result of terminating or breaching that contract.

 

7.5 Transfer of Assets under Equipment Leases - Seller Group

 

If:

 

  (a) an amount becomes payable by the Buyer under an indemnity in clause 7.4 relating to Equipment Leases - Seller Group as a result of the termination or expiry of any such Equipment Leases - Seller Group; and

 

  (b) upon such termination or expiry, legal and beneficial title to any assets to which such Equipment Leases - Seller Group relate becomes vested in MGL or any other Seller Group Member,


then upon the receipt by MGL or the relevant Seller Group Member of the full amount payable under the indemnity by the Buyer, MGL must or must procure the transfer of the legal and beneficial title to the Buyer of such assets.

 

8. Novation and Assignment of Leases- Seller

 

8.1 Novation or assignment on C&P Completion

 

  (a) From C&P Completion until the date which is 12 calendar months after C&P Completion (“Termination Option Date”), MGL must use its reasonable endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to obtain all necessary consents to, and to secure at its discretion, the:

 

  (i) novation of those of the Leases - Seller Group as are listed in Schedule 9 on the terms set out in Part A of Schedule 10; or

 

  (ii) assignment to the Buyer by and with effect from C&P Completion of the Leases - Seller Group as are listed in Schedule 9 on the terms set out in Part B of Schedule 10.

 

  (b) The Buyer must accept such novation or assignment, assist and cooperate with MGL and each other party to the relevant Leases - Seller Group and the Buyer must execute any agreements or deeds that may reasonably be required by the relevant other party as a condition of the other party’s consent.

 

  (c) Subject to C&P Completion, MGL hereby assigns to the Buyer with effect on and from C&P Completion the benefit of those of the Leases - Seller Group as are not listed in Schedule 9 in respect of which assignments are permitted without the consent of the other party to the Leases - Seller Group.

 

8.2 Obligations pending or if no novation or assignment

 

If any of the Leases - Seller Group referred to in clause 8.1 or otherwise, are not novated or assigned to, or for the benefit of, the Buyer, on and from C&P Completion, then until any novation or assignment occurs or until the Leases- Seller Group are terminated or expires under clause 8.3 or otherwise:

 

  (a) MGL must, to the extent it is lawfully able, procure that the Lease - Seller Group continues in full force and effect and must allow the Buyer to use or occupy the properties the subject of the Lease - Seller Group as licensee; and

 

  (b) the Buyer or the Group must to the extent that it is lawfully able, perform on behalf of the Seller all obligations of the Seller under or arising out of that Leases - Seller Group whether arising before, on or after C&P Completion (and the Seller must reasonably facilitate this); and

 

  (c) to the extent that the Buyer and/or the Group is not lawfully able to perform any obligation or exercise any right of the Seller, the Seller must, on the request and at the reasonable expense of the Buyer and/or the Group, perform that obligation or exercise that right provided that:

 

  (i) the Seller is lawfully able and capable of doing so and will not suffer any resulting Liability; and


  (ii) the Buyer provides timely instructions to the Seller as to how it requires the Seller to exercise that right, failing which the Seller may exercise that right as it thinks fit.

 

8.3 Obligations if novation or assignment is not possible

 

If:

 

  (a) the Termination Option Date has expired; or

 

  (b) the relevant third party to the Leases- Seller Group has given written notice to MGL or the Buyer that it does not consent to assignment of the Leases - Seller Group; or

 

  (c) the relevant third party provides its consent to assignment of the Leases- Seller Group on conditions which are not reasonably acceptable to MGL or the Buyer,

 

then, subject to clause 8.4 :

 

  (d) MGL may, at its discretion, terminate or breach the Leases - Seller Group provided that it consults with the Buyer in good faith and gives reasonable notice in writing to the Buyer before such termination or breach;

 

  (e) MGL must, if possible under the terms of the Leases - Seller Group, terminate the Leases - Seller Group at the written direction of the Buyer; and

 

  (f) subject further to clauses 8.3(d) and 8.3(e), MGL must ensure that each such Lease - Seller Group continues in full force and effect and is held for the benefit of the Buyer or the Group and the Buyer must pay all amounts then due and payable and which may become due and payable under the relevant Lease - Seller.

 

8.4 Indemnities

 

From Completion, the Buyer indemnifies each Seller Group Member against any Liabilities suffered or incurred by it in relation to:

 

  (a) any Lease - Seller Group terminated or breached under:

 

  (i) clause 8.3(d), to the extent that such document was included in Schedule 9;

 

  (ii) clause 8.3(e);

 

  (b) any Lease - Seller Group referred to in clause 8.3(f); and

 

  (c) termination by the relevant third party of any Lease - Seller,

 

whether arising before, on or after C&P Completion, including any Liabilities suffered or incurred by it in complying with its obligations or exercising its rights under that lease or as a result of terminating or breaching that lease.

 

9. Release of Seller’s Guarantees

 

9.1 Release

 

The Buyer must use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to secure, before C&P Completion, the unconditional release of each Seller Group Member from the Seller’s Guarantees effective from C&P Completion and MGL must use all reasonable endeavours to assist the Buyer in this regard.


9.2 Indemnity

 

From C&P Completion, the Buyer indemnifies each Seller Group Member against any Liability which it suffers, incurs or is liable for, directly or indirectly in relation to the Seller’s Guarantee. MGL enters into this document for itself and each other person who has given the Seller’s Guarantee and accordingly accepts the full benefit of this clause on behalf of those persons. The parties agree that MGL may enforce this provision on behalf of those other persons.

 

10. Shared arrangements

 

10.1 Shared Contracts

 

  (a) Subject to the terms of each Shared Contract and the Shared Services Agreement, MGL and the Buyer agree that they will, each at their own expense, use their respective reasonable endeavours to effect the transfer to the Buyer of that part of the benefits and obligations of the Seller under the Shared Contract that relates to the Hospital Business with effect on and from C&P Completion by either:

 

  (i) agreeing with the counterparty to the Shared Contract:

 

  A. to amend the terms of the Shared Contract to remove from the Shared Contract those benefits and obligations under the Shared Contract that relate to the Hospital Business; and

 

  B. that the counterparty will enter into a new contract with the Buyer or any Group Member in respect of those benefits and obligations between the counterparty and the Buyer; or

 

  (ii) if transfer pursuant to sub-paragraph (i) above cannot be effected, to the extent that the Shared Contract permits, by assigning that part of the benefits to the Buyer and the Buyer Assuming that part of the obligations under the Shared Contract that relate to the Hospital Business.

 

  (b) If transfer cannot be effected by one of the methods contemplated in clause 10.1(a) then to the extent that the Shared Contract permits, MGL will, and the Buyer agrees that it will, after C&P Completion conduct its business on the basis that the benefits and obligations under the Shared Contract had been assigned and Assumed as contemplated in clause 10.1(a)(ii).

 

  (c) The Buyer indemnifies the Seller Group Member which is party to the Shared Contract against all Liabilities suffered or incurred by the Seller Group Member arising from any breach by any Buyer Group Member of the Shared Contract after its partial assignment pursuant to clause 10.1(a)(ii).

 

  (d) MGL indemnifies the Buyer against any Liability suffered or incurred by it as a result of the act or omission of any Seller Group Member under, or relating to, any retained part of a Shared Contract after the partial assignment to the Buyer pursuant to 10.1(a)(ii).

 

10.2 Shared Assets

 

MGL will, to the extent it is lawfully able, use its reasonable endeavours to ensure that the


Buyer can continue to use the Shared Assets in relation to the Hospital Business on the same basis after C&P Completion as they were used by the Hospital Business before C&P Completion (except to the extent that the parties may otherwise agree).

 

11. Employees and Independent Contractors

 

11.1 Provision of employment or engagement

 

The Buyer must offer employment to each of the Employees - Seller Group and the engagement of each of the Independent Contractors - Seller Group to commence from the day after the C&P Completion Date. The offer of such employment must be communicated to the Employees - Seller Group or the Independent Contractors - Seller Group in the form agreed between the parties acting reasonably at least 10 Business Days before the C&P Completion Date. The employment or engagement so offered must be for a position substantially similar to the relevant Employee’s - Seller Group or Independent Contractor’s - Seller Group position immediately prior to C&P Completion and must be on terms and conditions (including as to superannuation (as applicable)) that are in the aggregate no less favourable than those on which the relevant Employee - Seller Group is employed or relevant Independent Contractor - Seller Group is engaged immediately prior to C&P Completion provided that, except to the extent that the Buyer otherwise determines in its absolute discretion, in no circumstances will any Employee be offered or entitled to seek membership of any defined benefits superannuation fund.

 

11.2 Payments to Employees and Independent Contractors

 

  (a) Subject to clauses 11.2(d) and 11.2(e), on C&P Completion (or in the case of bonuses for the year ending on 30 June 2003, in accordance with the Seller’s usual practice), if it has not already done so, MGL must pay each Employee - Seller Group:

 

  (i) the amount of his or her wage or salary entitlements;

 

  (ii) elected salary sacrifice amounts;

 

  (iii) bonuses for any year ending on or prior to 30 June 2003;

 

  (iv) commissions (for the avoidance of doubt excluding annual leave, sick leave, rostered day off leave and long service leave entitlements) and in respect of Independent Contractors-Seller Group all other amounts payable in relation to services provided by the Independent Contractors-Seller Group;

 

  (v) in respect of Independent Contractors - Seller Group, all other amounts payable in relation to services provided by Independent Contractors - Seller Group,

 

accrued up to and payable to them on or before C&P Completion pursuant to

 

  (vi) a contract of employment;

 

  (vii) an Australian Workplace Agreement, award or certified agreement under the Workplace Relations Act 1996;

 

  (viii) an enterprise agreement registered under State Law; or

 

  (ix) other form of agreement provided for under an industrial statute, Law or otherwise,


to which the Seller was a party, and on the same terms that applied, as at C&P Completion.

 

  (b) MGL must pay to each Employee - Seller Group any payment or inducement it has promised on completion of the transactions contemplated by the Transaction Agreements.

 

  (c) MGL must indemnify the Buyer against all claims made by such Employee - Seller Group from time to time after the C&P Completion Date against the Buyer in relation to clause 11.2(a).

 

  (d) MGL will not be required to pay any amount referred to in clause 11.2(a) to the extent to which such amount is recorded as a “liability” in the Umbrella Completion Accounts.

 

  (e) For the avoidance of doubt, clause 11.2(a) does not require the Seller to make any retirement, redundancy, termination or severance payments of the nature described in clause 11.4(d).

 

11.3 Recognition of prior service

 

The Buyer must treat each Employee - Seller Group and Independent Contractor - Seller Group and deal with every entitlement (including annual and sick leave, rostered day off leave and prior service for the purpose of calculating long service leave and redundancy or severance payments (as applicable)) as if every entitlement had been accrued by the respective Employee - Seller Group and Independent Contractor - Seller Group while in the employment or engagement of the Buyer.

 

11.4 Indemnity for Employees and Independent Contractors

 

Subject to C&P Completion, the Buyer will be solely responsible for and indemnifies each Seller Group Member against any Liability it suffers or incurs in respect of:

 

  (a) wages, salary and any other payment, benefit or amount owing to Employees - Seller Group and attributable to their employment after C&P Completion or, in the case of bonuses, attributable to their employment after 30 June 2003;

 

  (b) fees, charges and any other payment, benefit or amount owing to Independent Contractors and attributable to their engagement after C&P Completion;

 

  (c) annual leave, sick leave, rostered day off leave, long service leave, time off in lieu and any other form of leave payment owing to Employees- Seller Group and attributable to their employment or engagement up to, on or after C&P Completion; and

 

  (d) retirement, redundancy, contract termination or severance payments, benefits, costs or compensation of any kind (including payment in lieu of notice, severance payments howsoever called, in respect of annual leave, sick leave, rostered day off leave, long service leave and any other form of leave payments owing and payments in respect of goodwill) payable under a contract of employment or engagement, Australian Workplace Agreement, award, agreement (certified, registered or otherwise) or other arrangement or an award or order made by a Court or other tribunal or Government Authority under Law, to any Employee - Seller Group or former Employee and whether attributable to their employment or engagement before or after their commencement with Seller Group Member arising from or in respect of a termination or cessation of their employment or engagement by any Seller Group Member before, on or after C&P Completion,


To the extent that this clause provides indemnification for an Independent Contractor, such indemnification will apply to any Liability arising in respect of any direct or indirect subcontractor of that Independent Contractor.

 

11.5 Employee Lists and Independent Contractor Lists

 

At such reasonable period of time prior to C&P Completion as the Buyer may require, MGL will provide to the Buyer:

 

  (a) a current list of the Employees - Seller Group which will contain the following details in relation to each individual:

 

  (i) the individual’s full name;

 

  (ii) the Hospital/location at which the individual is employed;

 

  (iii) the individual’s employer;

 

  (iv) the individual’s employment classification/position;

 

  (v) the individual’s current mailing address;

 

  (vi) whether the individual is a defined benefit superannuation member; and

 

  (b) a current list of Independent Contractors - Seller Group which will contain the following in respect of each individual:

 

  (i) the individual’s full name;

 

  (ii) the Hospital/location at which the individual is engaged;

 

  (iii) the Seller Group Member who engages the individual;

 

  (iv) the individual’s classification/position as an independent contractor; and

 

  (v) the individual’s current mailing address.

 

12. Superannuation

 

  (a) The Buyer shall make available or establish by the C&P Completion Date one or more suitable superannuation funds (“Buyer’s Fund”) to provide superannuation benefits for those of the Transferring Employees who are members of the Seller’s Superannuation Fund as at the C&P Completion Date and who agree to become members of the Buyer’s Fund (“Transferring Members”).

 

  (b) The Seller and the Buyer may agree in writing that special arrangements for superannuation shall apply in respect of one or more Transferring Employees.

 

  (c) Subject to paragraph (d), except for a Transferring Employee covered by an arrangement made under paragraph (b), the Buyer must provide superannuation benefits for the Transferring Members which, taken as a whole, shall be no less favourable than those provided to them by their employer as at the C&P Completion Date, save and except that the Transferring Members shall have no rights and no provision shall be made for any right to any surplus in the Seller’s Superannuation Fund and the Seller shall ensure that they shall not suffer any reduction in benefits or amounts transferred to the Buyer’s Fund representing or otherwise attributable to any deficit or under-funding in the Seller’s Superannuation Fund.


  (d) The Seller agrees that notwithstanding paragraph (c), the Buyer is not required to provide defined benefit style benefits to any Transferring Members who were entitled to defined benefits in the Seller’s Superannuation Fund.

 

  (e) The Buyer must pay for all costs in establishing (or making available) the Buyer’s Fund. For the avoidance of doubt, these costs will include all legal costs incurred in reviewing the trust deed, including any cost incurred in amending that trust deed.

 

  (f) The Buyer shall allow each Transferring Member to voluntarily transfer his or her superannuation benefits in the Seller’s Superannuation Fund to the Buyer’s Fund. Such voluntary transfer shall be in lieu of payment of the benefit to which the Transferring Member is entitled at the C&P Completion Date.

 

  (g) The Seller will procure that the amount transferred in respect of each Transferring Member from the Seller’s Superannuation Fund to the Buyer’s Fund shall be at least equal to the Transferring Member’s member’s reserve in the Seller’s Superannuation Fund as at the C&P Completion Date, adjusted for earnings at the estimated earning rate of the Seller’s Superannuation Fund in respect of the period from the C&P Completion Date to the date the relevant amount is transferred.

 

  (h) Notwithstanding anything to the contrary in this Deed, each Transferring Employee will have the right to access their benefit at the C&P Completion Date in accordance with the provisions of the governing rules of the Seller’s Superannuation Fund and any applicable superannuation laws.

 

  (i) The Buyer will provide, and procure the trustee of the Buyer’s Fund to provide, to the trustee of the Seller’s Superannuation Fund all information that the trustee of the Seller’s Superannuation Fund reasonably needs to facilitate a transfer of the Transferring Members and their benefits to the Buyer’s Fund.

 

  (j) The Seller will use its best endeavours to procure that the trustee of the Seller’s Superannuation Fund provides to the trustee of the Buyer’s Fund all information that the trustee of the Buyer’s Fund reasonably needs to facilitate a transfer of the Transferring Members and their benefits to the Buyer’s Fund, and such other information that the Buyer or the trustee of any superannuation fund nominated by the Buyer reasonably requires to administer any benefits or enable any benefits to be provided to each Transferring Employee.

 

13. Trade Debts - Seller Group

 

  (a) From C&P Completion, the Buyer shall be solely responsible for the collection of the Trade Debts - Seller Group. Except as provided in this clause 13, the Seller is not obliged to take or continue, alone or jointly with the Buyer, any action with respect to the Trade Debts - Seller Group.

 

  (b) If requested by the Buyer, MGL will execute joint notices in a form acceptable to both parties addressed to each Trade Debtor - Seller Group notifying the Trade Debtors - Seller Group of the assignment of the Trade Debts - Seller Group.

 

  (c) If the Seller receives any payment from any Trade Debtor - Seller Group in respect of any Trade Debt after the C&P Completion Date, MGL must account to the Buyer for the amount received within 5 Business Days after its receipt.


14. Plant and equipment

 

  (a) The Buyer acknowledges and agrees that the Fixed Assets - Seller Group may include plant and equipment which is a fixture or a tenant’s fixture or a part of the land on which it is situated. The Buyer acknowledges that it has satisfied itself completely about the existence of such items and their value.

 

  (b) Notwithstanding that the Buyer vacates the Premises at or any time after C&P Completion, the Buyer may not make any claim against the Seller in relation to the value or classification of such items of Fixed Assets - Seller Group on the basis of them being fixtures, tenant’s fixtures or part of the land on which they are being situated.

 

15. Liabilities

 

The Buyer must Assume on and from C&P Completion the Assumed Liabilities and any other Liability which any Seller Group Member suffers or incurs, whether arising before, on or after C&P Completion, in relation to the Hospital Business. From that time, the Buyer will be solely responsible for and must indemnify each Seller Group Member against any such Liability.

 

16. Going concern

 

  (a) The Buyer and MGL agree that the sale of the Assets - Seller Group under this Deed constitutes the supply of a going concern for the purposes of the GST Act.

 

  (b) MGL undertakes that it will carry on the enterprise transferred under this Deed until the day that the supply is made for the purposes of the GST Act.

 

  (c) The Buyer warrants that it will be registered or required to be registered for GST at the C&P Completion Date.

 

  (d) Except where this Deed provides otherwise, terms used in this clause have the meanings given to those terms by the GST Act.

 

  (e) The Buyer agrees that MGL will apply for a GST ruling from the Commissioner of Taxation on the question of whether the sale of the Assets - Seller Group is a sale of a going concern. The Buyer further agrees to meet the reasonable costs of MGL in making such an application and other costs associated with obtaining the GST ruling. The Buyer will have a reasonable opportunity to make comments on the application prior to its being lodged with the Commissioner.

 

  (f) If the Buyer and MGL are mistaken and the sale of the Assets - Seller Group under this Deed is not a supply of a going concern, then the Buyer will indemnify MGL for any GST, interest and penalties however described, paid or payable by MGL attributable to the supply, except any interest and penalties payable or accruing after a payment is made under this clause.


PART 2

 

17. Declaration of Trust

 

17.1 Court Order

 

  (a) If any Government Party threatens or applies for an Order and the Loan Structure cannot be adopted under clause 17.1 then:

 

  (i) the parties will co-operate in good faith to oppose the granting or making of such an Order; and

 

  (ii) the costs of such opposition (including professional legal costs) will be shared equally,

 

unless a barrister of at least 10 years’ standing (“Senior Barrister”) provides a written opinion to any party to the effect that an Order has a greater than 70% chance of being granted (“Adverse Opinion”).

 

  (b) If notwithstanding any efforts of the parties set out in paragraph (a):

 

  (i) such an Order is granted; or

 

  (ii) a Senior Barrister provides an Adverse Opinion,

 

and:

 

  (iii) the Trust has not been declared, MGL shall instruct the Escrow Agent to pay 50% of the Escrow Amount to the Buyer and 50% of the Escrow Amount to the Seller: or

 

  (iv) the Escrow Amount has been paid to MGL, MGL shall pay an amount equal to 50% of the Escrow Amount to the Buyer and clauses 20.3(c)(ii), (iii) and (iv) will apply,

 

upon which MGL must use its best endeavours to sell the Hospital Business to a third party, and upon such sale, the parties will share equally:

 

  (v) the price paid by the third party; and

 

  (vi) the costs of the sale,

 

and thereafter any party may terminate this Deed.

 

  (c) If any Government Party threatens or applies for an Order, then the parties will adopt the Loan Structure unless:

 

  (i) the Order is granted and restricts the operation of the Loan Structure; or

 

  (ii) a Senior Barrister provides a written opinion to any party to the effect that upon any relevant application by a Government Party, an order, ruling or determination by any court or competent authority which restricts the operation of the Loan Structure or adversely affects the rights of any party under the Loan Structure has a greater than 70% chance of being granted.

 

17.2 Declaration of trust

 

Subject to clause 17.1, MGL agrees to declare that it will hold its rights, title and interest in:

 

  (a) the Assets - Seller Group upon trust absolutely for the Capital Unit Holder; and

 

  (b) the Income upon trust absolutely for the Income Unit Holder,

 

on the terms described in the Trust Deed on the date which is the day after the Asset Sale Expiry Date and issue Unit Certificates for Income Units accordingly. For the avoidance of doubt, this clause does not effect a declaration of trust.


17.3 Consideration and apportionment

 

  (a) The price (“Trust Declaration Price”) payable by the Buyer for the declaration of the Trust is the GST - exclusive Pre-Adjustment Purchase Price adjusted:

 

  (i) by that part of the Umbrella Completion Amount directly attributable to any Asset - Seller Group, in accordance with clauses 2.8 and 3.2(b) of the Umbrella Deed; and

 

  (ii) under clause 4.

 

  (b) At any time after C&P Trust Declaration, MGL will give notice in writing to the Escrow Agent that the C&P Trust Declaration has occurred and the Escrow Agent shall cause the payment of the Escrow Amount to MGL as MGL may direct in satisfaction of the Buyer’s obligation under clause 17.3.

 

  (c) The parties agree to comply with and be bound by the provisions of clause 4 as if that clause were repeated in this Part 2 and amended by replacing all references to the defined term “C&P Completion” with the defined term “C&P Trust Declaration”.

 

17.4 Going concern

 

  (a) If a declaration of trust is made as a consequence of clause 17.2 which gives rise to a taxable supply (as defined in the GST Act) between MGL and the Trust, or between MGL in its personal capacity and MGL in its capacity as Trustee for the Trust, the parties agree that the supply of the Assets - Seller Group under this Deed constitutes a supply of a going concern for the purposes of the GST Act.

 

  (b) MGL undertakes that it will carry on the enterprise transferred under this Deed until the day that the supply is made for the purposes of the GST Act.

 

18. Operating Loss Loan

 

18.1 Determination of Operating Loss

 

MGL in its capacity as Trustee will determine the amount of any Operating Loss of the Trust in respect of each preceding Quarterly Period in accordance with the terms of the Trust Deed.

 

18.2 Operating Loss Loan

 

  (a) If in respect of a Quarterly Period an Operating Loss is calculated in respect of the Trust, then within 20 Business Days of final determination or agreement as to the amount of Operating Loss, in accordance with clause 18.3, the Buyer must make a loan to MGL in its capacity as Trustee in an amount equal to the Operating Loss for that Quarterly Period. Payment of any Operating Loss Loan will be made in Australian dollars in cleared funds into such bank account in Australia as MGL may nominate in writing to the Buyer.

 

  (b) The amount loaned, or any part of it, will form part of the Trust upon receipt by MGL in its capacity as Trustee.

 

  (c) The Performance Period of each Operating Loss Loan must end no later than 10 years from the date on which the funds were provided.


18.3 Disputes over the Operating Loss Loan

 

  (a) If MGL or the Buyer disputes the calculation of Operating Loss under the Trust Deed and the dispute is not resolved within 10 Business Days of the determination by MGL referred to in clause 18.1, either MGL or the Buyer may by notice in writing to the other at any time within 10 Business Days after the end of that period require that the difference of opinion or dispute be referred to an expert for determination in accordance with the principles in paragraph (b) below. Such expert (“Expert”) must be an auditor with relevant industry expertise agreed in writing by MGL and the Buyer or in the event that MGL and the Buyer are not able to agree upon such an expert within 5 Business Days of either MGL or the Buyer giving notice that it requires that the difference of opinion or dispute be resolved by an expert, the expert will be appointed by the President for the time being of the Institute of Chartered Accountants in Australia or his or her nominee.

 

  (b) Each of MGL and the Buyer is entitled to:

 

  (i) make a written submission to the Expert within 5 Business Days of the date of appointment of the Expert;

 

  (ii) provide a response to the Expert in respect of the other’s submission within 5 Business Days of receipt of their submission,

 

that in each case must not exceed 15 pages in aggregate (including all annexures) and which they must each provide to the other.

 

  (c) The Expert must:

 

  (i) act as an expert and not as an arbitrator and his or her written determination will be final and binding on MGL and the Buyer in the absence of manifest error;

 

  (ii) determine the difference of opinion or dispute within 20 Business Days of the date of appointment of the Expert; and

 

  (iii) have the right to review all relevant working papers of MGL and KPMG and to interview the Representatives of the parties and their audit partners.

 

  (d) The costs of the Expert are to be borne in the manner agreed between the Buyer and MGL or determined by the Expert.

 

  (e) The calculation of the Operating Loss (as the case may be) will be deemed to be varied to reflect any alteration agreed to by the Buyer and MGL or which the Expert determines be made pursuant to this clause.

 

18.4 No Interest

 

The Operating Loss Loans are interest free.

 

18.5 Repayment

 

Subject to clause 18.3 and clause 4 of the Trust Deed, the Operating Loss Loans are repayable in full immediately after Unit Sale Completion and are not repayable (whether in whole or in part) before the occurrence (if ever) of Unit Sale Completion.


19. Indemnification of MGL in its personal capacity

 

MGL in its capacity as Trustee must Assume on and from C&P Trust Declaration the Assumed Liabilities and any other Liability which MGL in its personal capacity suffers or incurs, whether arising before, on or after C&P Trust Declaration (as the case may be), in relation to the Hospital Business. From that time, without limiting the operation of clause 12.6 of the Trust Deed, MGL in its capacity as Trustee is solely responsible for and indemnifies MGL in its personal capacity against any such Liability.

 

20. Default and termination

 

20.1 Buyer Default

 

If there is a Buyer Default or a failure by the Buyer to loan to the Trustee an amount equal to the Operating Loss in accordance with the terms set out in clause 18 which:

 

  (a) is not remedied within 28 days of notice of the default by MGL to the Buyer; or

 

  (b) is incapable of being remedied,

 

MGL may at any time, at its discretion, terminate this Deed with immediate effect by giving the Buyer notice to that effect.

 

20.2 Seller Default

 

If there is a Seller Default or the failure by MGL to pay, in accordance with the Trust Deed, a distribution payable on the Income Units which:

 

  (a) is not remedied within 28 days of notice of the Seller Default by the Buyer to MGL; or

 

  (b) is incapable of being remedied,

 

the Buyer may at any time, at its discretion, terminate this Deed with immediate effect by giving MGL notice to that effect.

 

20.3 Consequences of termination

 

If this Deed is terminated under this clause 20, then:

 

  (a) each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 20.3;

 

  (b) if this Deed is terminated as a result of Buyer Default or a failure by the Buyer to loan to the Trustee an amount equal to the Operating Loss in accordance with the terms set out in clause 18:

 

  (i) the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts;

 

  (ii) prior to taking any steps to terminate or breach the Government Contracts, MGL must consult with the Buyer in relation to such termination or breach to enable the Buyer to mitigate any damage it considers it may suffer as a result of the termination or breach;

 

  (iii) the Buyer irrevocably transfers to MGL all its rights, title and interest in any Operating Loss Loans and any Cash Shortfall Loans for no consideration;


  (iv) the Buyer must within 5 Business Days after written demand by MGL, but only after receipt of any outstanding distributions payable on the Income Units, transfer to MGL the entire legal and beneficial title to the Income Units and deliver to MGL a valid, complete and duly executed transfer of the Income Units in favour of MGL as transferee along with the certificates for the Income Units for no consideration;

 

  (v) the Buyer irrevocably appoints the company secretary of MGL from time to time as its attorney to duly execute the transfers referred to in paragraphs (ii) and (iii) if the Buyer fails to comply with its obligations to do so in accordance with paragraphs (ii) and (iii); and

 

  (vi) the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in relation to MGL:

 

  A. terminating or breaching the Government Contracts;

 

  B. exercising a demand to transfer the Operating Loss Loan, Cash Shortfall Loans and Income Units under this paragraph (b) and/or winding-up or collapsing the Trust, including, any Liability to pay any Tax;

 

  (c) if this Deed is terminated as a result of a Seller Default or the failure by MGL to pay, in accordance with the Trust Deed, a distribution payable on the Income Units:

 

  (i) MGL must pay to the Buyer an amount equal to the Trust Declaration Price less all distributions paid to the Buyer from the Trust under the Income Units;

 

  (ii) the Buyer irrevocably transfers to MGL all its rights, title and interest in any Operating Loss Loans and any Cash Shortfall Loans for no consideration; and

 

  (iii) the Buyer must upon receipt of such payment, transfer to MGL the entire legal and beneficial title to the Income Units and deliver to MGL a valid, complete and duly executed transfer of the Income Units in favour of MGL as transferee along with the certificates for the Income Units for no consideration;

 

  (iv) the Buyer irrevocably appoints the company secretary of MGL from time to time as its attorney to duly execute the transfers referred to in paragraph (iii) if the Buyer fails to comply with its obligations to do so in accordance with paragraph (iii);

 

  (d) each party retains the rights it has against the other party in respect of any past breach or any claim that has arisen before termination; and

 

  (e) the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital Business, including the Business Records in accordance with the Confidentiality Deed.


PART 3

 

21. Sale of Capital Units

 

21.1 Sale

 

MGL agrees to sell its Capital Units to the Buyer and the Buyer agrees to purchase from the Seller the Capital Units free from any Encumbrance on the terms and conditions of this Part.

 

21.2 Units Purchase Price

 

The purchase price payable for the Capital Units is $10.00.

 

21.3 No interest created

 

The parties acknowledge that the conditional agreement by MGL to sell its Capital Units to the Buyer under this Part 3 does not entitle the Buyer to any proprietary or equitable interest in the Assets-Seller Group or the Trust.

 

22. Unit Sale Completion

 

22.1 Unit Sale Completion place and date

 

Unit Sale Completion will take place at the offices of Clayton Utz, 333 Collins Street, Melbourne, Victoria at 10 a.m. on the date which is 15 Business Days after the satisfaction of the Conditions Precedent and the C&P Completion Conditions, or such other date or place (or both) as MGL and the Buyer may agree in writing (“Unit Sale Completion Date”).

 

22.2 Seller’s obligations on Unit Sale Completion

 

On Unit Sale Completion, MGL will:

 

  (a) (Appointment of Buyer as Trustee) resign as Trustee and procure the appointment of the Buyer as Trustee with effect from Unit Sale Completion in accordance with the terms of the Trust Deed;

 

  (b) (Transfer Units) deliver to the Buyer a valid, complete and duly executed transfer of the Capital Units in favour of the Buyer as transferee along with the certificates for the Capital Units;

 

  (c) (Possession): deliver to the Buyer in its capacity as Trustee:

 

  (i) the Fixed Assets - Seller Group;

 

  (ii) the Stock - Seller Group;

 

  (iii) the Business Records - Seller Group;

 

  (iv) copies of the Excluded Business Records;

 

  (v) hired, leased or any other assets the subject of any of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group as are in the possession of the Seller Group (subject, where required, to the relevant counterparty’s consent); and

 

  (vi) possession of the Leasehold Premises - Seller Group (subject, where required, to the relevant lessor’s consent);

 

  (d) (Business Names): deliver to the Buyer in its capacity as Trustee forms required under the relevant legislation in the States and Territories in which the Business Names - Seller Group are registered to notify the relevant authorities in those States and Territories of the change in proprietorship of the Business Names - Seller Group to the Buyer in its capacity as Trustee, each duly executed by the Seller Group;


  (e) (Transfer of Intellectual Property Rights - Seller Group): deliver to the Buyer in its capacity as Trustee duly executed assignments of all registered trademarks, registered designs, patents and copyrights included in the Intellectual Property Rights - Seller Group, together with all certificates of registration held by the Seller in relation thereto;

 

  (f) (Certificates of registration and originals of Leases - Seller Group, Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group): deliver to the Buyer in its capacity as Trustee originals (where possible, copies where not) of the Leases - Seller Group which have been assigned in accordance with clause 8 (as incorporated in this Part 3) and which are in the possession of the Seller, and originals of those of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group (including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b) (as incorporated in this Part 3)) which have been novated or assigned in accordance with clause 7 (as incorporated in this Part 3) and which are in the possession of the Seller;

 

  (g) (Notices and documents): deliver to the Buyer in its capacity as Trustee such notices and other documents as may be required to be executed or registered by the Seller under any statute in connection with the change of Trustee and ownership of the Trust property, provided the Buyer has, at its own cost, prepared such notices and other documents and delivered the same to MGL’s solicitors at least 5 Business Days before the Unit Sale Completion Date;

 

  (h) (Services): surrender or cause to be surrendered all telephone and related lines, electricity, gas and other utility services of the Hospital Business as relate to the Leasehold Premises - Seller Group, and use its best endeavours to assist the transfer or grant of those services (including the retention of all telephone and facsimile numbers) or, where that is not possible, the grant of new services to the Buyer in its capacity as Trustee;

 

  (i) (MPPL Shares): give to the Buyer in its capacity as Trustee:

 

  (i) the share certificates for the MPPL Shares;

 

  (ii) completed transfers of the MPPL Shares duly executed by MGL in favour of the Buyer as transferee;

 

  (iii) any consent or consents contemplated by the transfers in clause 22.2(j)(ii) and any pre-emptive rights or provisions in the Constitution of MPPL;

 

  (iv) written resignations with effect from the Unit Sale Completion Date from all of the directors and secretaries of MPPL appointed by MGL, each such director’s and secretary’s resignation to include an acknowledgment that the director or secretary has no claim for compensation, remuneration or reimbursement against MPPL in relation to his or her service or appointment or resignation as a director or secretary of MPPL, as appropriate, or such other form of acknowledgment as is reasonably agreed by the Buyer;


  (j) (Meetings): cause a meeting of the directors of MPPL to be held at which:

 

  (i) persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed directors of MPPL;

 

  (ii) persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed secretaries of MPPL;

 

  (iii) the directors of MPPL resolve to accept the resignations referred to in clause 22.2(i)(iv) with effect immediately after the appointments under clause 22.2(j)(i) and 22.2(j)(ii); and

 

  (iv) the directors of MPPL resolve to register the share transfers referred to in clause 22.2(j)(ii) subject to those transfers being stamped (where necessary).

 

  (k) (Finance Arrangements) if:

 

  (i) DAL does not agree on or before the date which is [1 month] before the Unit Sale Completion Date to the novation of the Finance Arrangements to the Buyer (or its nominee); or

 

  (ii) on or before the Unit Sale Completion Date such novation has not been completed,

 

then MGL will use its best endeavours to:

 

  (iii) (AMNL Shares): procure that DAL give and deliver to the Buyer in consideration for the payment by the Buyer of $10.00:

 

  A. the share certificates for the AMNL Shares;

 

  B. completed transfers of the AMNL Shares duly executed by DAL in favour of the Buyer as transferee;

 

  C. any consent or consents to the transfers referred to in clause 22.2(l)(iii)(B) contemplated by any pre-emptive rights or provisions in the Constitution of AMNL;

 

  D. written resignation with effect from the Unit Sale Completion Date from all of the directors of AMNL appointed by DAL, each such director’s and secretary’s resignation to include an acknowledgement that the director or secretary has no claim for compensation, remuneration or reimbursement against AMNL in relation to his or her service or appointment or resignation as a director or secretary of AMNL, as appropriate, or such other form of acknowledgement as is reasonably agreed by the Buyer; and

 

  (iv) (Meeting): in consideration for the payment by the Buyer of $10.00, procure that DAL cause a meeting of the directors of AMNL to be held at which:

 

  A. persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed directors of AMNL;

 

  B. persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed secretaries of AMNL;


  C. the directors of AMNL resolve to accept the resignations referred to in clause 22.2(l)(iii)(D) with effect immediately after the appointments under clause 22.2(l)(iv)(A) and 22.2(l)(iv)(B); and

 

  D. the directors of AMNL resolve to register the share transfers referred to in clause 22.2(l)(iii)(B) subject to those transfers being stamped (where necessary);

 

  (l) (Other obligations): perform all other obligations to be performed by it on Unit Sale Completion under this Deed.

 

  (m) (Relinquish control): carry out any further act or omission reasonably required by the Buyer to effect the sale of all of the Capital Units and relinquish any control or benefit in respect of the Hospital Business, including the Government Contracts.

 

22.3 Buyer’s obligations on Unit Sale Completion

 

On Unit Sale Completion, the Buyer will:

 

  (a) (Pay Purchase Price) pay to MGL the purchase price for the Capital Units of $10.00 as MGL may direct.

 

  (b) (Accept appointment) accept the appointment as Trustee in accordance with the terms of the Trust Deed;

 

  (c) (Assignment or novation) accept from MGL or the assignment or novation in a form satisfactory to the Buyer, acting reasonably, of such of those of the Leases - Seller Group, Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group as have been obtained as at the C&P Completion Date(including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b) (as incorporated into this Part 3)), and enter into occupation of the Leasehold Premises - Seller. For those Leases - Seller Group for which consent or assignment has not been obtained by the C&P Completion Date, the Buyer shall enter into occupation on the basis of clause 7 (as incorporated into this Part 3);

 

  (d) (Additional payments in relation to Finance Arrangements) pay to MGL (as MGL may direct) $10,600,000 and MGL shall prepay all monies outstanding under the Finance Arrangements at Unit Sale Completion if:

 

  (i) DAL does not agree on or before the State Consent Date to the novation of the Finance Arrangements to the Buyer (or its nominee); or

 

  (ii) on or before the Unit Sale Completion Date such novation has not been completed.

 

  (e) (Accept delivery) accept from MGL delivery of the items referred to in clause 22.2(b), 22.2(c), 22.2(d) and 22.2(f);

 

  (f) (Release of guarantees): cause to be delivered to MGL an unconditional release of each Seller’s Guarantee as the Buyer is able to reasonably obtain by the Unit Sale Completion Date in a form reasonably satisfactory to MGL;

 

  (g) (Diagnostic Agreements): deliver to MGL original counterparts of the Diagnostics Agreements executed by the Buyer; and


  (h) (Other obligations): perform all other obligations to be performed by it on C&P Completion under this Deed.

 

22.4 Delivery

 

For the purposes of clause 22.2 delivery of any item (other than items in transit) will, where that item is ordinarily located at any of the Premises, be made by leaving that item at that location on the Premises.

 

22.5 Title

 

Upon Unit Sale Completion:

 

  (a) subject to the necessary third party consents under clauses 7 and 8 (as incorporated into this Part 3) and complying with any registration requirements, legal ownership of the Assets - Seller Group will pass to the Buyer in its capacity as Trustee; and

 

  (b) legal and beneficial ownership in the Capital Units will pass to the Buyer in its personal capacity.

 

22.6 Interdependence

 

Except as the parties otherwise agree in writing, the requirements of clauses 22.2 and 22.3 are interdependent and are to be carried out contemporaneously. No delivery or payment will be deemed to have been made until all deliveries and payments have been made.

 

22.7 Notice to complete

 

Subject to clause 20 (Default and termination):

 

  (a) If MGL fails to satisfy its obligations under this clause 22 on or before the Unit Sale Completion Date, the Buyer may give MGL a notice requiring it to satisfy those obligations within a period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If MGL fails to satisfy those obligations on the date specified in the Buyer’s notice the Buyer may, without affecting or limiting any other rights it might have, terminate this Deed by giving MGL written notice to that effect and after any such termination the Buyer will be entitled to sue MGL for breach of contract.

 

  (b) If the Buyer fails to satisfy its obligations under this clause 22 on or before the Unit Sale Completion Date or otherwise fails to satisfy its obligations to complete this Deed, MGL may give the Buyer a notice requiring it to satisfy those obligations within a period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If the Buyer fails to satisfy those obligations on the date specified in MGL’s notice, MGL may, at its discretion and without affecting or limiting any other rights it might have, terminate this Deed by giving the Buyer written notice to that effect. After any such termination MGL as Trustee will be entitled to:

 

  (i) sue the Buyer for breach of contract; and

 

  (ii) resell and procure the resale of the Assets - Seller Group as owner,

 

whereupon the Buyer shall indemnify MGL from and against all Liabilities in relation to the Buyer’s breach of this Deed, including, in the circumstances set out in paragraph , the deficiency (if any) arising on such resale and all expenses of and incidental to such resale or attempted resale, and the Buyer’s default.


  (c) If this Deed is terminated in accordance with clause 22.7(b):

 

  (i) each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 22.7(c);

 

  (ii) the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts;

 

  (iii) the Buyer irrevocably transfers to MGL all its rights, title and interest in any Operating Loss Loans and any Cash Shortfall Loans;

 

  (iv) the Buyer must within 5 Business Days after written demand by MGL, transfer to MGL the entire legal and beneficial title to the Income Units and deliver to MGL a valid, complete and duly executed transfer of the Income Units in favour of MGL as transferee along with the certificates for the Income Units for no consideration;

 

  (v) the Buyer irrevocably appoints the company secretary of MGL from time to time as its attorney to duly execute the transfers referred to in paragraph (iv) if the Buyer fails to comply with its obligations to do so in accordance with paragraph (iv);

 

  (vi) the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in relation to it:

 

  A. terminating or breaching the Government Contracts as a result of the Buyer Trust Default;

 

  B. exercising a demand to transfer the Income Units under this paragraph (c) and/or winding-up or collapsing the Trust, including, any Liability to pay Tax;

 

  (vii) each party retains the rights it has against the other party in respect of any past breach of any claim that has arisen before termination; and

 

  (viii) the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital Business, including the Business Records in accordance with the Confidentiality Deed.

 

23. Incorporation of clauses 7 to 14

 

The parties agree to comply with and be bound by the provisions of clauses 7, 8, 9, 10, 11, 12, 13 and 14 as if those clauses were repeated in this Part 3 and amended such that all references to the defined term:

 

  (a) “C&P Completion” were replaced with the defined term “Unit Sale Completion”;

 

  (b) “C&P Completion Date” were replaced with the defined term “Unit Sale Completion Date”; and

 

  (c) “Buyer” were replaced with the term “Buyer in its capacity as Trustee”.


PART 4

 

24. Loan arrangements

 

24.1 Determination of Part 4 Available Cash or Part 4 Operating Loss

 

  (a) Within 10 Business Days of each Calculation Date, the Buyer shall provide to MGL a certificate signed by director or secretary of the Buyer setting out in reasonable detail the computations establishing, as at such Calculation Date, the Part 4 Available Cash or Part 4 Operating Loss (as the case may be) for the Calculation Period ending on that Calculation Date.

 

  (b) The Buyer shall ensure that Part 4 Available Cash or Part 4 Operating Loss (as the case may be) are calculated on a basis consistent with generally accepted accounting standards in Australia.

 

  (c) Within 5 Business Days of receipt of the certificate referred to in paragraph (a) above, MGL will notify the Buyer in writing if it agrees with the calculation of Part 4 Available Cash or Part 4 Operating Loss (as the case may be) for the applicable Calculation Period. If no notification is given in writing within such period, MGL will be deemed to have agreed to the calculation of Part 4 Available Cash or Part 4 Operating Loss (as the case may be).

 

  (d) If MGL notifies Buyer under paragraph (c) above that it does not agree with the calculation of Part 4 Available Cash or Part 4 Operating Loss, as the case may be, MGL and the Buyer must confer and use all reasonable endeavours to agree on such Part 4 Available Cash or Part 4 Operating Loss (as the case may be) within 5 Business Days.

 

  (e) If the Part 4 Available Cash or Part 4 Operating Loss (as the case may be) for the applicable Calculation Period:

 

  (i) is so agreed under paragraph (d) above, that amount so agreed will be final and binding on the parties; or

 

  (ii) is not so agreed within the period specified in paragraph (d) above and no election to a referral is made in accordance with paragraph (f) below within the period referred to therein, the amount for the Part 4 Available Cash or Part 4 Operating Loss (as the case may be) calculated under paragraph (a) above will be final and binding on all parties.

 

  (f) If MGL disputes the calculation of Part 4 Available Cash or Part 4 Operating Loss (as the case may be) and MGL and the Buyer do not resolve the matters in dispute within the 5 Business Day period referred to in paragraph (d) above, then MGL may by notice in writing to the other at any time within 5 Business Days after the end of that period require that the difference of opinion or dispute be referred to an expert for determination in accordance with the principles in paragraph (g) below. Such expert (“Expert”) must be an auditor with relevant industry expertise agreed in writing by MGL and the Buyer or in the event that MGL and the Buyer are not able to agree upon such an expert within 5 Business Days of either MGL or the Buyer giving notice that it requires that the difference of opinion or dispute be resolved by an expert, the expert will be appointed by the President for the time being of the Institute of Chartered Accountants in Australia or his or her nominee.

 

  (g) Each of MGL and the Buyer is entitled to:

 

  (i) make a written submission to the Expert within 5 Business Days of the date of appointment of the Expert;


  (ii) provide a response to the Expert in respect of the other’s submission within 5 Business Days of receipt of their submission,

 

that in each case must not exceed 15 pages in aggregate (including all annexures) and which they must provide to the other.

 

  (h) The Expert must:

 

  (i) act as an expert and not as an arbitrator and his or her written determination will be final and binding on MGL and the Buyer in the absence of manifest error;

 

  (ii) determine the difference of opinion or dispute within 10 Business Days; and

 

  (iii) have the right to review all relevant working papers of the Buyer.

 

  (i) The costs of the Expert are to be borne in the manner agreed between the Buyer and MGL if the difference of opinion or dispute is resolved by agreement between them as a consequence of mediation or, failing that, as determined by the Expert.

 

  (j) The calculation of Part 4 Available Cash or Part 4 Operating Loss (as the case may be) will be deemed to be varied to reflect any alteration agreed to by the Buyer and MGL or which the Expert determines be made pursuant to this clause.

 

24.2 Part 4 Available Cash Loan

 

If in respect of a Calculation Period, Part 4 Available Cash is calculated, then within 20 Business Days of final determination or agreement as to the amount of Part 4 Available Cash, in accordance with clause 24.1, MGL must make a loan to the Buyer in an amount equal to the Part 4 Available Cash for the Calculation Period ending on that Calculation Date. Payment of any Part 4 Available Cash Loan will be made in Australian dollars in cleared funds into such bank account in Australia as the Buyer may nominate in writing to MGL.

 

24.3 Part 4 Operating Loss Loan

 

If in respect of a Calculation Period an Part 4 Operating Loss is calculated, then within 20 Business Days of final determination or agreement as to the amount of Part 4 Operating Loss, in accordance with clause 24.1, the Buyer must make a loan to MGL in an amount equal to the Part 4 Operating Loss for the Calculation Period ending on that Calculation Date. Payment of any Part 4 Operating Loss Loan will be made in Australian dollars in cleared funds into such bank account in Australia as MGL may nominate in writing to the Buyer.

 

24.4 Failure to make a Part 4 Available Cash Loan or Part 4 Operating Loss Loan

 

  (a) In the event that MGL fails to make an Part 4 Available Cash Loan to the Buyer in accordance with clause 24.2, the Buyer is not required to make any further Part 4 Operating Loss Loans unless and until such failure has been remedied.

 

  (b) In the event that the Buyer fails to make an Part 4 Operating Loss Loan to MGL in accordance with clause 24.3, MGL is not required to make any further Part 4 Available Cash Loans unless and until such failure has been remedied.

 

24.5 No Interest

 

Each of the Part 4 Available Cash Loans and the Part 4 Operating Loss Loans are interest free.


24.6 Repayment

 

The Part 4 Available Cash Loans and the Part 4 Operating Loss Loans are repayable in full on the Repayment Date. The Part 4 Available Cash Loans and the Part 4 Operating Loss Loans are not repayable (whether in full or in part) at any time before the Repayment Date.

 

24.7 Method of Repayment

 

  (a) Despite any other provision of this Deed, on the Repayment Date:

 

  (i) the obligation of the Buyer to repay any Part 4 Available Cash Loans shall be set-off against the obligation of MGL to repay any Part 4 Operating Loss Loans; and

 

  (ii) the parties agree to comply with and be bound by the provisions of clause 4 as if that clause were repeated in this Part 4 and amended by replacing all references to the defined term “C&P Completion” with the defined term “Repayment Date”.

 

  (b) Following the set-off under paragraph (a)(i) above, if there is an obligation on one party to make a net payment to the other party, that party’s obligation to repay the balance of the Part 4 Available Cash Loans or Part 4 Operating Loss Loans (as the case may be) will be set-off against the net payment obligation.

 

24.8 Tax office ruling

 

  (a) Where any private binding ruling is to be obtained from the Australian Taxation Office in relation to the Loan Structure, MGL will have sole responsibility for the preparation and submission of any such ruling.

 

  (b) The Buyer will not request a private binding ruling or other opinion or determination from the ATO in respect of the Loan Structure where that ruling would apply to MGL or prejudice the position of MGL.

 

  (c) Any request for a private binding ruling in respect of the Loan Structure will be provided to the Buyer 5 Business Days prior to its lodgement with the ATO. The Buyer may request changes in respect of the documents to be submitted, however Seller is only required to agree to the changes where it can be established that they do not prejudice the Seller’s and the Buyer’s position.

 

24.9 Notional Tax Amount

 

  (a) The Notional Tax Amount is the tax that would be payable on the Taxable Income of the Hospital Business for each Calculation Period as if that business were a stand alone taxpayer.

 

  (b) For the avoidance of doubt the Notional Tax Amount cannot be negative.

 

  (c) For the avoidance of doubt when calculating the Taxable Income for a Calculation Period any Tax Losses of an earlier Calculation Period can be used to reduce Taxable Income.


Executed as a Deed:

   
Signed sealed and delivered for and on behalf of Australian Newco Holdings Pty Limited ACN 106 722 347 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Signed sealed and delivered for and on behalf of Joondalup Hospital Pty Limited ACN 106 723 193 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   
Signed sealed and delivered for and on behalf of Port Macquarie Hospital Pty Limited ACN 106 723 399 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Signed sealed and delivered for and on behalf of Logan Hospital Pty Limited ACN 106 723 406 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   
Signed for and on behalf of Melbourne Hospital Pty Limited ACN 106 723 415 by its Attorney under a Power of Attorney dated 20 October 2003 and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Signed sealed and delivered for and on behalf of Noosa Privatised Hospital Pty Limited ACN 106 723 380 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   
Signed sealed and delivered for and on behalf of Caboolture Hospital Pty Limited ACN 106 723 219 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Signed sealed and delivered for and on behalf of Frances Perry Hospital Pty Limited ACN 106 723 228 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Signed sealed and delivered for and on behalf of Armidale Hospital Pty Limited ACN 106 723 200 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   
Signed sealed and delivered for and on behalf of P.O.W. Hospital Pty Limited ACN 106 723 871 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:  

/s/ Philip Kapp


   

Signature of Attorney

/s/ Kate Jordan


 

Philip Kapp


Signature of Witness

 

Name of Attorney in full

Kate Jordan


   

Name of Witness in full

   


Executed as a Deed:

   
Signed for and on behalf of Mayne Group Limited ABN 56 004 073 410 by its Attorneys under Power of Attorney dated 30 January 2002 each of whom declares that he or she holds the office in Mayne Group Limited indicated under his or her signature and that he or she has no notice of the revocation of the Power of Attorney  

Mayne Group Limited

ABN 56 004 073 410 by

its Attorneys:

 

 

/s/ STUART BRUCE JAMES


 

Signature of Attorney

   

STUART BRUCE JAMES


   

Name of Attorney in full

   

DIRECTOR


   

Office

   

/s/ PAUL ANDREW BINFIELD


   

Signature of Attorney

   

PAUL ANDREW BINFIELD


   

Name of Attorney in full

   

CHIEF FINANCIAL OFFICER


   

Office


Schedule 1

Hospital; Hospital Licence; Act

 

Part A - Hospital

 

Noosa Hospital

 

Part B - Hospital Licence

 

A licence for Noosa Hospital issued to MGL under the Act.

 

Part C - Act

 

Private Health Facilities Act 1999 (Qld).


Schedule 2

Obligations relating to the Conditions Precedents

 

1. Conditions precedent

 

In respect of each agreement specified in paragraph 4 of this Schedule (each a “Government Contract”):

 

  (a) all necessary consents and approvals in respect of the transactions contemplated in this Deed must be obtained under the Government Contract from the party or parties identified as the “ Government Parties” and the “Other Parties” in paragraph 5 including the consents and approvals listed in paragraph 4;

 

  (b) all necessary amendments are made to the Government Contract to take into account the transactions contemplated by this Deed including any amendments identified in paragraph 4; and

 

  (c) all necessary waivers are obtained from the Government Parties and Other Parties under the Government Contract in respect of the transactions contemplated in this Deed including any waivers identified in paragraph 4,

 

in a form reasonably satisfactory to MGL and the Buyer.

 

2. Duties of the parties

 

  (a) The parties must each use their best endeavours to ensure that the Conditions Precedent are satisfied as soon as possible.

 

  (b) Without limiting the generality of paragraph (a) above:

 

  (i) the Buyer must as soon as practicable on or before the day which is 10 Business Days after execution of this Deed deliver to MGL, for MGL’s approval:

 

  1) copies of the Buyer’s future projections in relation to the operation of the Hospital Business (provided always that this information can be provided directly to the Government Party or Other Party if the Buyer elects not to provide it to MGL); and

 

  2) in respect of each Government Contract, all information and documents referred to in that Government Contract as being reasonably required to be provided in respect of any proposed assignee or assignment; and

 

  3) a letter seeking the consent, approval and/or waiver from each Government Party pursuant to each relevant Government Contract(s) in respect of the transactions contemplated by this Deed, including all necessary consents, approvals and waivers, and enclosing the information specified in paragraphs 2(b)(i)1) and 2(b)(i)2), and such other information and documents as the Government Party may reasonably require (“Information Pack”);


  (ii) MGL must as soon as practicable after receiving from the Buyer each Information Pack:

 

  1) approve the Information Pack; or

 

  2) prior to providing this approval, make any reasonable changes to the Information Pack, including notifying the Buyer of any reasonable requirements in respect of additional documents or information, in which case the Buyer will promptly deliver to MGL those documents or that information;

 

  (iii) MGL must as soon as practical after approving any Information Pack deliver to the Government Party that Information Pack and if requested by the Buyer a summary in a form agreed by MGL and the Buyer of the relevant details of the proposed trust or loan structure;

 

  (iv) where any information is reasonably requested by a Government Party, if such information is available to the Buyer, the Buyer must promptly provide the requested information to the Government Party or to MGL for delivery to the Government Party (and the Buyer agrees that where the information is requested for the purposes of satisfying the Government Party that the Buyer is a respectable, responsible, solvent or fit person, that information shall be deemed to be reasonably requested);

 

  (v) the Buyer must provide, or procure the provision of, any assurance or security reasonably requested by the Government Party to support any obligations of the Buyer assumed under any Government Contract,

 

  (vi) if the Government Party specifies conditions to:

 

  A. the granting of any consents or approvals; or

 

  B. the amendment of any Government Contracts; or

 

  C. the giving of any waivers,

 

referred to in paragraph 1 of this Schedule, which conditions are wholly or partially within the control of the Buyer to satisfy, then the Buyer must to the extent it is reasonably able satisfy those conditions;

 

  (vii) if requested to do so by any Government Party, a party will promptly meet with that Government Party;

 

  (viii) without limiting the generality of the above, where a Government Contract sets out requirements which must be fulfilled prior to or as a condition to the granting of any approval or consent by the Government Party to the assignment, novation or transfer of rights and obligations under the Government Contract, the parties must use their best endeavours to ensure that the requirements are fulfilled;

 

  (ix) the Buyer must bear all the proper costs and expenses of the Seller in preparing, negotiating and executing documents relating to the fulfilment of the Conditions Precedent in paragraph 1 of this Schedule, and indemnifies and keeps indemnified the Seller in respect of such costs and expenses; and


  (x) if the Government Party requests that their proper costs and expenses in preparing, negotiating and executing documents relating to the fulfilment of the Conditions Precedent in paragraph 1 of this Schedule be met by the Seller and/or the Buyer, the Buyer must bear all such expenses and indemnifies and keeps indemnified the Seller in respect of such costs and expenses.

 

  (c) If requested by the Buyer, following the submission of the Information Pack to the Government Party, MGL must deliver to Government Party a summary in a form agreed by MGL and the Buyer of the relevant details of the proposed trust or loan structure.

 

  (d) Upon a party becoming aware that:

 

  (i) a Condition Precedent has been satisfied; or

 

  (ii) circumstances which may result in a Condition Precedent not being or having become incapable of being satisfied,

 

that party must promptly notify the other party in writing of the same.

 

3. Waiver or Variation

 

A Condition Precedent may only be waived or varied by both parties agreeing to such waiver or variation in writing.


4. Government Contracts

 

Government
Contract


  

Mayne
Party


  

Government
Parties


  

Other Party


  

Date


  

Consent/Approval/Waiver/Required


Hospital Services Agreement    Mayne Group Limited    State of Queensland through the Department of Health         15 May 1998    Obtain consent from State under clause 35(a) to novation of interest in Hospital Services Agreement and Availability Agreement. (If consent to novation is not forthcoming, seek consent to assignment of rights and interests.)
                         Obtain consent from State under clause 35(b) to AMNL Pty Ltd agreeing to novation or assignment of Availability Agreement from MGL to Buyer or if financial arrangements are paid out for MPPL to sublease to the Buyer.
                         Obtain acknowledgement from State that there is no Event of Default under clause 24.1(c) as MGL is ceasing to provide the Services in accordance with the terms of the Agreement.
                         Obtain waiver in respect of any breach of clause 24.1(f) which provides it is an Event of Default for MGL to cease or suspend the conduct of all or a substantial part of its business relating to the Health Facility.
                         Obtain waiver in respect of any breach of clauses 21.1(d), 21.2(d) and 34.1(e) in respect of the disposal by MGL of the Health Facility and Facility Assets.
                         Obtain waiver from the State for the creation of the interest in the Health Facility and the Facility Assets (clause 21.1(i)).
                         Obtain waiver from the State in respect of dealing with the licence (clause 21.2(d)).
                         Obtain waiver from the State in respect of variation of Structure Documents and change to established structure (clause 21.1(g)).

Lease

   Mayne Properties Pty Ltd    State of Queensland through Queensland Health         15 May 1998   

Amend all references to MGL and replace with the Buyer.

 

Obtain confirmation from the State that nothing occurring in relation to the Hospital Services Agreement will be a breach of clause 4.1(a) obligation.


Government
Contract


  

Mayne
Party


  

Government
Parties


  

Other Party


  

Date


  

Consent/Approval/Waiver/Required


Sublease (including rental schedules)    Mayne Properties Pty Ltd         AMNL Pty Limited    15 May 1998    Confirm that all references to the Operator are referring to the Buyer.
Availability Agreement (including Governing Documents)   

Mayne Group Limited

 

Mayne Properties Pty Ltd

       

AMNL Pty
Ltd

 

Deutsche Capital Markets Australia Limited

 

Deutsche Australia Limited (DAL)

   14 May 1998   

Consent from DB, DAL and AMNL required under Schedule 4.

 

Obtain consent from DB under clause 14.2 to MGL novating its right to possession of the Building and its rights under the Transaction Documents to the Buyer. (If consent to novation is not forthcoming, seek consent to assignment of rights and interests.)

 

Obtain consent from DB, DAL and AMNL under clause 32.2 to transfer of interest in Agreement from MGL to Buyer.

 

Obtain waiver from DAL and AMNL to sale of assets under clause 23.1(e) which prohibits sale of substantial part of assets by MGL.

 

Obtain waiver from DAL and DB to cease (or threaten to cease) business of operating the hospital (clause 20.1(1)).

 

Obtain consent of DB to the change in control of MPPL (clause 20. 2).

 

Obtain confirmation from DB that the assignment to the Buyer does not breach any obligation under the Transaction Document (clause 20.1(c))

Agreement to Lease    Mayne Group Limited    State of Queensland through the Department of Health              Obtain consent from State to novation of interest. (If consent not forthcoming, seek consent to assignment).


Schedule 3

Hospital Licence C&P Completion Condition

 

1. C&P Completion is in all respects conditional upon and will not occur unless and until:

 

  (a) the Chief Health Officer of Queensland Health gives to MGL and the Buyer a transfer notice advising that he/she has granted the application to transfer the Hospital Licence from MGL to the Buyer in accordance with section 70 of the Act; and

 

  (b) if the notice states a date of effect of the transfer, that date.

 

2. If the Chief Health Officer of Queensland Health specifies any requirements (including any changes to new terms or conditions or changes to terms or conditions of the Hospital Licence) as terms or conditions to transferring the Hospital Licence to the Buyer (“Conditions”), the Buyer shall use best endeavours to comply with any Conditions which:

 

  (a) require the Hospital Business to implement any change of policy or procedure;

 

  (b) are imposed as a result of the financial capacity of the Buyer;

 

  (c) are imposed specifically because the Buyer is to be the transferee of the Hospital Licence;

 

  (d) arise from facts or circumstances fairly disclosed to the Buyer in the Disclosure Material including any works that need to be undertaken in order to address a recommendation in any accreditation reports; or

 

  (e) require any works to be undertaken in respect of the Hospital or Hospital Business.

 

3. In relation to the Conditions, the Buyer shall have no claim, demand or cause of action whatsoever against MGL and shall have no right to terminate or rescind this Deed.

 

4. The Buyer hereby releases MGL from, and hereby agrees to indemnify MGL against, any and all Liabilities associated with any Conditions.

 

5. Each party must use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of another party unless contemplated by this Deed) to ensure that the C&P Completion Condition in paragraph 1 of this Schedule is satisfied as soon as possible including, to the extent within its power, procuring performance by a third party.

 

6. If the Hospital Licence has been transferred to the Buyer by the Chief Health Officer of Queensland Health in accordance with section 70 of the Act, then unless and until C&P Completion occurs, the Buyer shall hold the Hospital Licence as bare trustee for MGL.

 

7. If this Deed is terminated or rescinded for any reason whatsoever prior to C&P Completion and the Hospital Licence has been transferred to the Buyer by the Chief Health Officer of Queensland Health in accordance with section 70 of the Act, the Buyer shall promptly at the Buyer’s expense execute all documents reasonably required and use its best endeavours to obtain all necessary consents to transfer the Hospital Licence to MGL.

 

8. Each party agrees to provide to Queensland Health any further information necessary to be supplied by that party, in connection with the application to transfer the Hospital Licence to the Buyer, including information which the Chief Health Officer of Queensland Health requests pursuant to section 69 of the Act. Such information must be provided as soon as practicable after a request for it is received.


9. Without limiting paragraph 1 of this Schedule the Buyer must:

 

  (a) lodge the application for transfer of the Hospital Licence to the Buyer in accordance with section 68 of the Act within 60 days of C&P Completion under the Umbrella Deed or such longer time as MGL, acting reasonably, is satisfied is appropriate upon written request from the Buyer and thereafter diligently use its best endeavours to expeditiously obtain approval to the transfer;

 

  (b) keep MGL informed as to the progress of the application for transfer and authorise Queensland Health to discuss details of the application for transfer and its progress with MGL; and

 

  (c) notify MGL immediately it is given a transfer notice.

 

10. Upon a party becoming aware of circumstances which may result in the C&P Completion Condition in paragraph 1 of this Schedule not being or having become incapable of being satisfied, that party must promptly notify the other party in writing of the same.


Schedule 4

Finance Arrangements C&P Completion Condition

 

1. The Buyer and MGL shall use their best endeavours to obtain the consent of DAL to, and to secure, the novation of the Finance Arrangements from MGL to the Buyer on or before the State Consent Date.

 

2. If:

 

  (a) DAL does not consent on or before the State Consent Date to the novation of the Finance Arrangements; or

 

  (b) such novation is not completed (other than the Sub-Lease if consent to transfer the AMNL Shares is obtained) on or before C&P Completion,

 

the Finance Arrangements will be prepaid in full at C&P Completion in accordance with clause 6.3(c) and MGL shall (and shall procure that the Seller) (excluding paying money in excess of the aggregate amount payable under the Finance Arrangements or providing other valuable consideration to or for the benefit of any person) on C&P Completion to obtain a full, absolute and unconditional release of the Security.

 

3. If DAL consents on or before the State Consent Date to the novation of the Finance Arrangements to the Buyer:

 

  (a) The Buyer (or a nominee of the Buyer acceptable to DAL) shall enter into such documentation as may be necessary to effect such novation of the Finance Arrangements and related Project Documents (if not otherwise required to be novated or assigned hereunder) on terms reasonably acceptable to the Buyer, MGL and the other parties thereto as of the date of C&P Completion. If the proposed terms of such novation are not reasonably acceptable to the Buyer, MGL or the other parties thereto, paragraph 2 above shall apply.

 

  (b) The Buyer will assist and co-operate with MGL and each other party to the Finance Arrangements and related Project Documents and the Buyer must execute any agreements or deeds, that may reasonably be required by the relevant other party as a condition of the other party’s consent; and

 

  (c) on and from the date of C&P Completion the Buyer shall be liable for all amounts payable by MGL, any Group Member or the Seller under or in connection with the Finance Arrangements and related Project Documents and shall pay such amounts immediately upon request by MGL. The Buyer shall indemnify MGL and the Seller against any Liabilities suffered or incurred by it in relation to the Finance Arrangements and related Project Documents, on or after C&P Completion including any Liabilities suffered or incurred by it in complying with its obligations or exercising its rights under those Finance Arrangements and related and the retention or termination of those Finance Arrangements and related Project Documents under this Schedule.

 

4. In this Schedule:

 

“Finance Arrangements” means the Finance Documents and the Security Documents;

 

“Finance Documents” means, to the extent that the following documents are on foot and continue to have full force and effect:

 

  (a) the Construction Loan Agreement dated 14 May 1998 between MGL, MPPL and AMNL;


  (b) the Sub-Lease dated 13 May 1998 between MPPL and AMNL;

 

  (c) the Mortgagee Loan Agreement dated 13 May 1998 between AMNL and DAL;

 

  (d) any hedging or derivative arrangements entered into by MGL or MPPL in respect of the hospital business or financing related thereto;

 

  (e) the Construction and Commissioning Guarantee between AMNL Pty Ltd and MGL;

 

  (f) the Governing Documents version 9.1 dated 28 June 1999 in relation to the above;

 

  (g) the Availability Agreement dated 14 May 1998 between MGL, Mayne Properties Pty Limited, Deutsche Australia Limited, AMNL Pty Limited and Deutsche Morgan Grenfell Australia Limited.

 

“Project Documents” means, to the extent that the following documents are on foot and continue to have full force and effect:

 

  (a) the Noosa Hospital Services Agreement dated 15 May 1998 between MGL and The State of Queensland through the Department of Health; and

 

  (b) the Site Lease dated 14 May 1998 between Mayne Properties Pty Limited and The State of Queensland.

 

“Security Documents” means the Deed of Fixed and Floating Charge dated 13 May 1998 granted by AMNL Pty Limited in favour of Deutsche Australia Limited.


Schedule 5

Business Names - Seller Group

 

NAME


 

PROPRIETOR


 

REGISTRATION No.


 

STATE


Noosa Hospital

  Mayne Group Limited   BN17603444   Queensland
The Noosa Hospital and Specialist Centre   Mayne Group Limited   BN7347110   Queensland
The Noosa Hospital After Hours Medical Service   Mayne Group Limited   BN18333382   Queensland


Schedule 6

Intellectual Property - Seller Group

 

This Schedule has been deliberately left blank.


Schedule 7

Hospital Business Contracts - Seller Group; Shared Contracts

 

Part A - Hospital Business Contracts - Seller Group

 

Diagnostics Agreements

 

Part B - Shared Contracts

 

This Schedule has been deliberately left blank.


Schedule 8

Equipment Leases - Seller Group

 

Hospital


  Company

  Cost
Centre


  GL
Code


  Contract

  Asset

 

Description


 

Asset
ID


  Cost

  Residual

  Start
Date


  End
Date


  Term

  Amortised
Balance


  Net
Rent


  Stamp
Duty


  GST

  Gross
Rent


  GST

  NET

Noosa Hospital

  100   202032   63520   12030   1  

ErbelCC 200 with

Endocut

 

To be

Advised

  $ 8,351.53   $ 3,000.00   13-Sep-01   13-Feb-05   42   $ 5,546.93   $ 166.67   $ 0.72   $ 16.74   $ 184.13   $ 16.74   $ 167.39

Noosa Hospital

  100   202032   63520   12032   1  

Xenon Light Source

300 Watt

 

To be

Advised

  $ 8,486.82   $ 3,048.60   13-Sep-01   13-Feb-05   42   $ 5,636.77   $ 169.37   $ 0.73   $ 17.01   $ 187.11   $ 17.01   $ 170.10

Noosa Hospital

  100   202032   63520   12035   1  

Sony Monitors Printers

Radios

 

To be

Advised

  $ 9,278.53   $ 3,333.00   13-Sep-01   13-Feb-05   42   $ 6,162.65   $ 185.17   $ 0.80   $ 18.60   $ 204.57   $ 18.60   $ 185.97

Noosa Hospital

  100   202032   63520   12037   1   Endoflator 240V  

To be

Advised

  $ 10,137.30   $ 3,641.40   13-Sep-01   13-Feb-05   42   $ 6,732.95   $ 202.31   $ 0.87   $ 20.32   $ 223.50   $ 20.32   $ 203.18

Noosa Hospital

  100   202032   63520   12039   1  

AS/3 Light Battery

Pack

 

To be

Advised

  $ 11,323.91   $ 4,067.70   13-Sep-01   13-Feb-05   42   $ 7,521.10   $ 225.99   $ 0.97   $ 22.70   $ 249.66   $ 22.70   $ 226.96

Noosa Hospital

  100   202032   63520   12041   1  

Cardiograph

PageWriter 100

  TBA   $ 11,379.99   $ 4,087.80   13-Sep-01   13-Feb-05   42   $ 7,558.36   $ 227.11   $ 0.98   $ 22.81   $ 250.90   $ 22.81   $ 228.09

Noosa Hospital

  100   202032   63520   12041   2  

Cardiograph

PageWriter 100

  TBA   $ 11,379.99   $ 4,087.80   13-Sep-01   13-Feb-05   42   $ 7,558.36   $ 227.11   $ 0.98   $ 22.81   $ 250.90   $ 22.81   $ 228.09

Noosa Hospital

  100   202032   63520   12041   3  

Cardiograph

PageWriter 100

  TBA   $ 11,379.99   $ 4,087.80   13-Sep-01   13-Feb-05   42   $ 7,558.36   $ 227.11   $ 0.98   $ 22.81   $ 250.90   $ 22.81   $ 228.09

Noosa Hospital

  100   202032   63520   12043   1  

25 Deg Woof 4mm

Telescopes

 

To be

Advised

  $ 11,411.56   $ 4,099.14   13-Sep-01   13-Feb-05   42   $ 7,579.32   $ 227.74   $ 0.98   $ 22.87   $ 251.59   $ 22.87   $ 228.72

Noosa Hospital

  100   202032   63520   12045   1   Bladderscan  

To be

Advised

  $ 11,550.30   $ 4,148.93   13-Sep-01   13-Feb-05   42   $ 7,671.43   $ 230.51   $ 0.99   $ 23.15   $ 254.65   $ 23.15   $ 231.50

Noosa Hospital

  100   202032   63520   12048   1   Bronchoscope  

To be

Advised

  $ 12,187.64   $ 4,377.84   13-Sep-01   13-Feb-05   42   $ 8,094.72   $ 243.23   $ 1.05   $ 24.43   $ 268.71   $ 24.43   $ 244.28

Noosa Hospital

  100   202032   63520   12050   1  

Erbe Argon Plasma

Coagulator - APC300

 

To be

Advised

  $ 13,362.73   $ 4,800.00   13-Sep-01   13-Feb-05   42   $ 8,875.21   $ 266.68   $ 1.15   $ 26.78   $ 294.61   $ 26.78   $ 267.83

Noosa Hospital

  100   202032   63520   12052   1  

Imed Volumetric

Infusion Pump

 

To be

Advised

  $ 13,362.73   $ 4,800.00   13-Sep-01   13-Feb-05   42   $ 8,875.21   $ 266.68   $ 1.15   $ 26.78   $ 294.61   $ 26.78   $ 267.83

Noosa Hospital

  100   202032   63520   12054   1   ESTPR Module  

To be

Advised

  $ 14,837.47   $ 5,329.80   13-Sep-01   13-Feb-05   42   $ 9,854.75   $ 296.11   $ 1.27   $ 29.74   $ 327.12   $ 29.74   $ 297.38

Noosa Hospital

  100   202032   63520   12056   1   Video Procesor 220V  

To be

Advised

  $ 16,786.09   $ 6,029.70   13-Sep-01   13-Feb-05   42   $ 11,148.92   $ 335.00   $ 1.44   $ 33.64   $ 370.08   $ 33.64   $ 336.44

Noosa Hospital

  100   202032   63520   12058   1  

LM Recorder for Rev

B Light Monitor

 

To be

Advised

  $ 20,836.41   $ 7,484.70   13-Sep-01   13-Feb-05   42   $ 13,839.09   $ 415.83   $ 1.79   $ 41.76   $ 459.38   $ 41.76   $ 417.62

Noosa Hospital

  100   202032   63520   12060   1  

Noosa Kyocera and

Printer

 

To be

Advised

  $ 24,596.45   $ 8,835.30   13-Sep-01   13-Feb-05   42   $ 16,336.43   $ 490.87   $ 2.11   $ 49.30   $ 542.28   $ 49.30   $ 492.98

Noosa Hospital

  100   202032   63520   12062   1  

Light Source Machine

and Equipment

 

To be

Advised

  $ 27,142.91   $ 9,750.00   13-Sep-01   13-Feb-05   42   $ 18,027.73   $ 541.69   $ 2.33   $ 54.40   $ 598.42   $ 54.40   $ 544.02

Noosa Hospital

  100   202032   63520   12064   1  

Pre-vac Steriliser

PACS2000

 

To be

Advised

  $ 31,824.00   $ 11,431.50   13-Sep-01   13-Feb-05   42   $ 21,136.79   $ 635.11   $ 2.73   $ 63.78   $ 701.62   $ 63.78   $ 637.84

Noosa Hospital

  100   202032   63520   12065   1  

Gemini Infusion Pump

units

 

To be

Advised

  $ 34,459.70   $ 12,378.30   13-Sep-01   13-Feb-05   42   $ 22,887.40   $ 687.71   $ 2.96   $ 69.07   $ 759.74   $ 69.07   $ 690.67

Noosa Hospital

  100   202032   63520   12067   1   Endovision Tricam SL  

To be

Advised

  $ 37,368.50   $ 13,423.20   13-Sep-01   13-Feb-05   42   $ 24,819.37   $ 745.76   $ 3.21   $ 74.90   $ 823.87   $ 74.90   $ 748.97

Noosa Hospital

  100   202032   63520   12069   1   Video Gastroscope  

To be

Advised

  $ 43,545.68   $ 15,642.00   13-Sep-01   13-Feb-05   42   $ 28,922.05   $ 869.04   $ 3.74   $ 87.28   $ 960.06   $ 87.28   $ 872.78

Noosa Hospital

  100   202032   63520   12071   1   Video Colonoscope  

To be

Advised

  $ 47,624.51   $ 17,107.20   13-Sep-01   13-Feb-05   42   $ 31,631.15   $ 950.44   $ 4.09   $ 95.45   $ 1,049.98   $ 95.45   $ 954.53

Noosa Hospital

  100   202032   63520   12073   1  

Pre-vac Steriliser

PACS2000

 

To be

Advised

  $ 49,462.53   $ 17,767.50   13-Sep-01   13-Feb-05   42   $ 32,851.93   $ 987.12   $ 4.24   $ 99.14   $ 1,090.50   $ 99.14   $ 991.36

Noosa Hospital

  100   202032   63520   12075   1  

Anterior Millenium

Venture Micro Surgry

 

To be

Advised

  $ 62,637.36   $ 22,500.00   13-Sep-01   13-Feb-05   42   $ 41,602.35   $ 1,250.05   $ 5.38   $ 125.54   $ 1,380.97   $ 125.54   $ 1,255.43

 

 

72


Noosa Hospital

  100   202032   63520   12076   1   Curtains and Blinds  

To be

Advised

  $ 71,670.72   $ 25,744.80   13-Sep-01   13-Feb-05   42   $ 47,602.07   $ 1,430.33   $ 6.15   $ 143.65   $ 1,580.13   $ 143.65   $ 1,436.48

Noosa Hospital

  100   202032   63520   12077   1   AS/3 Light Monitors   To be
Advised
  $ 80,043.25   $ 28,752.30   13-Sep-01   13-Feb-05   42   $ 53,162.93   $ 1,597.42   $ 6.87   $ 160.43   $ 1,764.72   $ 160.43   $ 1,604.29

Noosa Hospital

  100   202032   63520   12079   1  

Hopkins Telescopes

(various sizes)

 

To be

Advised

  $ 165,797.90   $ 59,556.30   13-Sep-01   13-Feb-05   42   $ 110,119.29   $ 3,308.82   $ 14.23   $ 332.31   $ 3,655.36   $ 332.31   $ 3,323.05

Noosa Hospital

  100   202032   63520   12081   1   Anaesthetic Machine   TBA   $ 87,647.26   $ 31,483.87   13-Sep-01   13-Feb-05   42   $ 58,213.42   $ 1,749.17   $ 7.52   $ 175.67   $ 1,932.36   $ 175.67   $ 1,756.69

Noosa Hospital

  100   202032   63520   12081   2   Anaesthetic Machine   TBA   $ 87,647.26   $ 31,483.87   13-Sep-01   13-Feb-05   42   $ 58,213.42   $ 1,749.17   $ 7.52   $ 175.67   $ 1,932.36   $ 175.67   $ 1,756.69

Noosa Hospital

  100   202032   63520   12081   3   Anaesthetic Machine   TBA   $ 87,647.26   $ 31,483.87   13-Sep-01   13-Feb-05   42   $ 58,213.42   $ 1,749.17   $ 7.52   $ 175,67   $ 1,932.36   $ 175.67   $ 1,756.69

Noosa Hospital

  100   202032   63520   12084   1   Orthotec Frame  

To be

Advised

  $ 9,330.75   $ 3,000.00   13-Sep-01   13-Feb-07   66   $ 7,396.73   $ 134.59   $ 0.58   $ 13.52   $ 148.69   $ 13.52   $ 135.17

Noosa Hospital

  100   202032   63520   12087   1  

Total Cleaning

Equipment

  To be
Advised
  $ 9,691.15   $ 3,115.77   13-Sep-01   13-Feb-07   66   $ 7,682.39   $ 139.79   $ 0.60   $ 14.04   $ 154.43   $ 14.04   $ 140.39

Noosa Hospital

  100   202032   63520   12090   1  

Jordan frame with

Cradle and
Stretcher

 

To be

Advised

  $ 9,787.69   $ 3,147.00   13-Sep-01   13-Feb-07   66   $ 7,758.98   $ 141.18   $ 0.61   $ 14.18   $ 155.97   $ 14.18   $ 141.79

Noosa Hospital

  100   202032   63520   12091   1   Instrument Trolleys  

To be

Advised

  $ 11,062.62   $ 3,556.92   13-Sep-01   13-Feb-07   66   $ 8,769.69   $ 159.57   $ 0.69   $ 16.03   $ 176.29   $ 16.03   $ 160.26

Noosa Hospital

  100   202032   63520   12092   1   Air Viva 3 Adult
Basic
 

To be

Advised

  $ 11,537.44   $ 3,709.50   13-Sep-01   13-Feb-07   66   $ 9,146.06   $ 166.42   $ 0.72   $ 16.71   $ 183.85   $ 16.71   $ 167.14

Noosa Hospital

  100   202032   63520   12093   1  

Force EZ Instant

Response Elec

Generator

 

To be

Advised

  $ 12,115.70   $ 3,895.50   13-Sep-01   13-Feb-07   66   $ 9,604.48   $ 174.76   $ 0.75   $ 17.55   $ 193.06   $ 17.55   $ 175.51

Noosa Hospital

  100   202032   63520   12095   1   Treatment Tables  

To be

Advised

  $ 12,130.88   $ 3,900.30   13-Sep-01   13-Feb-07   66   $ 9,616.49   $ 174.98   $ 0.75   $ 17.57   $ 193.30   $ 17.57   $ 175.73

Noosa Hospital

  100   202032   63520   12096   1  

Foodservice

Trolley - 20 rack

 

To be

Advised

  $ 12,385.38   $ 3,982.20   13-Sep-01   13-Feb-07   66   $ 9,818.27   $ 178.65   $ 0.77   $ 17.94   $ 197.36   $ 17.94   $ 179.42

Noosa Hospital

  100   202032   63520   12097   1  

Quadra Trident /

Polivac Stinray

Polisher

 

To be

Advised

  $ 12,513.54   $ 4,023.30   13-Sep-01   13-Feb-07   66   $ 9,919.83   $ 180.50   $ 0.78   $ 18.13   $ 199.41   $ 18.13   $ 181.28

Noosa Hospital

  100   202032   63520   12098   1  

Altos 1100 Special

Server Mylex

 

To be

Advised

  $ 14,196.80   $ 4,564.50   13-Sep-01   13-Feb-07   66   $ 11,254.18   $ 204.78   $ 0.88   $ 20.57   $ 226.23   $ 20.57   $ 205.66

Noosa Hospital

  100   202032   63520   12099   1   Shade sails  

To be

Advised

  $ 14,369.42   $ 4,620.00   13-Sep-01   13-Feb-07   66   $ 11,391.04   $ 207.27   $ 0.89   $ 20.82   $ 228.98   $ 20.82   $ 208.16

Noosa Hospital

  100   202032   63520   12100   1  

Generator steam

VS580-80

 

To be

Advised

  $ 14,401.28   $ 4,630.20   13-Sep-01   13-Feb-07   66   $ 11,416.26   $ 207.73   $ 0.89   $ 20.86   $ 229.48   $ 20.86   $ 208.62

Noosa Hospital

  100   202032   63520   12101   1   8-Module Frame  

To be

Advised

  $ 18,391.07   $ 5,913.00   13-Sep-01   13-Feb-07   66   $ 14,579.08   $ 265.28   $ 1.14   $ 26.64   $ 293.06   $ 26.64   $ 266.42

Noosa Hospital

  100   202032   63520   12102   1  

Compact Air Drive

Units

 

To be

Advised

  $ 19,767.99   $ 6,355.80   13-Sep-01   13-Feb-07   66   $ 15,670.65   $ 285.14   $ 1.23   $ 28.64   $ 315.01   $ 28.64   $ 286.37

Noosa Hospital

  100   202032   63520   12103   1   Lockers  

To be

Advised

  $ 20,396.06   $ 6,557.70   13-Sep-01   13-Feb-07   66   $ 16,168.52   $ 294.20   $ 1.27   $ 29.55   $ 325.02   $ 29.55   $ 295.47

Noosa Hospital

  100   202032   63520   12104   1  

Auto Sonix
Generator/

Transductor/ Cart

 

To be

Advised

  $ 20,480.71   $ 6,585.00   13-Sep-01   13-Feb-07   66   $ 16,235.66   $ 295.42   $ 1.27   $ 29.67   $ 326.36   $ 29.67   $ 296.69

Noosa Hospital

  100   202032   63520   12105   1  

Medical Trolleys

Stirrups Cots Rails

 

To be

Advised

  $ 22,757.42   $ 7,317.00   13-Sep-01   13-Feb-07   66   $ 18,040.45   $ 328.26   $ 1.41   $ 32.97   $ 362.64   $ 32.97   $ 329.67

Noosa Hospital

  100   202032   63520   12106   1  

IV Poles Brackets

Stands Trolleys

 

To be

Advised

  $ 24,369.92   $ 7,835.40   13-Sep-01   13-Feb-07   66   $ 19,318.70   $ 351.52   $ 1.51   $ 35.30   $ 388.33   $ 35.30   $ 353.03
                                                                                               

Noosa Hospital

  100   202032   63520   12107   1   Kitchen Equipment  

To be

Advised

  $ 28,657.21   $ 9,213.94   13-Sep-01   13-Feb-07   66   $ 22,717.39   $ 413.36   $ 1.78   $ 41.51   $ 456.65   $ 41.51   $ 415.14

Noosa Hospital

  100   202032   63520   12108   1  

Telephone Cordless

Freeset System

 

To be

Advised

  $ 30,140.03   $ 9,690.60   13-Sep-01   13-Feb-07   66   $ 23,892.85   $ 434.75   $ 1.87   $ 43.66   $ 480.28   $ 43.66   $ 436.62
                                                                                               

Noosa Hospital

  100   202032   63520   12109   1  

AS/3Compact

Airway Module

 

To be

Advised

  $ 37,750.10   $ 12,137.40   13-Sep-01   13-Feb-07   66   $ 29,925.53   $ 544.52   $ 2.34   $ 54.69   $ 601.55   $ 54.69   $ 546.86

Noosa Hospital

  100   202032   63520   12110   1   Signage  

To be

Advised

  $ 87,714.26   $ 28,201.82   13-Sep-01   13-Feb-07   66   $ 69,533.56   $ 1,265.22   $ 5.44   $ 127.07   $ 1,397.73   $ 127.07   $ 1,270.66

 

73


Noosa Hospital

  100   202032   63520   12111   1   Theatre Lights  

To be

Advised

  $ 89,529.94   $ 28,785.60   13-Sep-01   13-Feb-07   66   $ 70,972.90   $ 1,291.41   $ 5.55   $ 129.70   $ 1,426.66   $ 129.70   $ 1,296.96

Noosa Hospital

  100   202032   63520   12112   1   PABX Ericsson  

To be

Advised

  $ 108,693.37   $ 34,947.00   13-Sep-01   13-Feb-07   66   $ 86,164.25   $ 1,567.83   $ 6.74   $ 157.46   $ 1,732.03   $ 157.46   $ 1,574.57

Noosa Hospital

  100   202032   63520   12113   1   Operating Tables  

To be

Advised

  $ 121,314.33   $ 39,004.80   13-Sep-01   13-Feb-07   66   $ 96,169.23   $ 1,749.88   $ 7.52   $ 175.74   $ 1,933.14   $ 175.74   $ 1,757.40

Noosa Hospital

  100   202032   63520   12114   1   Furniture Package  

To be

Advised

  $ 124,818.11   $ 40,131.30   13-Sep-01   13-Feb-07   66   $ 98,946.78   $ 1,800.42   $ 7.74   $ 180.82   $ 1,988.98   $ 180.82   $ 1,808.16

Noosa Hospital

  100   202032   63520   12115   1  

Beds Mattresses

Poles Tables

 

To be

Advised

  $ 180,290.27   $ 57,966.60   13-Sep-01   13-Feb-07   66   $ 142,921.09   $ 2,600.57   $ 11.18   $ 261.18   $ 2,872.93   $ 261.18   $ 2,611.75

Noosa Hospital

  100   202032   63520   12154   1  

OEC 9600 Esp

Vascular 12 FPS

Mobile C Ar

 

To be

Advised

  $ 178,542.20   $ 56,464.20   13-Sep-01   13-May-07   69   $ 143,228.23   $ 2,502.11   $ 10.76   $ 251.29   $ 2,764.16   $ 251.29   $ 2,512.87

Noosa Hospital

  100   202032   63520   12155   1   Theatre Monitors       $ 14,344.19   $ 4,536.45   13-Sep-01   13-May-07   69   $ 11,507.07   $ 201.02   $ 0.86   $ 20.19   $ 222.07   $ 20.19   $ 201.88

Noosa Hospital

  100   202032   63520   12155   2   Theatre Monitors       $ 14,344.19   $ 4,536.45   13-Sep-01   13-May-07   69   $ 11,507.07   $ 201.02   $ 0.86   $ 20.19   $ 222.07   $ 20.19   $ 201.88

Noosa Hospital

  100   202032   63520   12156   1  

Private ward

monitors

 

To be

Advised

  $ 14,344.85   $ 4,536.60   13-Sep-01   13-May-07   69   $ 11,507.57   $ 201.03   $ 0.86   $ 20.19   $ 222.08   $ 20.19   $ 201.89

Noosa Hospital

  100   202032   63520   12156   2  

Private ward

monitors

 

To be

Advised

  $ 14,344.85   $ 4,536.60   13-Sep-01   13-May-07   69   $ 11,507.57   $ 201.03   $ 0.86   $ 20.19   $ 222.08   $ 20.19   $ 201.89

Noosa Hospital

  100   202032   63520   12157   1   Microscope  

To be

Advised

  $ 53,311.99   $ 16,860.00   13-Sep-01   13-May-07   69   $ 42,767.41   $ 747.12   $ 3.21   $ 75.03   $ 825.36   $ 75.03   $ 750.33

Noosa Hospital

  100   202032   63520   12158   1  

Syringe Pump

Infusion Pump

 

To be

Advised

  $ 32,450.15   $ 10,262.40   13-Sep-01   13-May-07   69   $ 26,031.79   $ 454.76   $ 1.96   $ 45.67   $ 502.39   $ 45.67   $ 456.72

Noosa Hospital

  100   202032   63520   12159   1  

C-NTNET Patient

Monitoring

Network Manag

 

To be

Advised

  $ 30,670.60   $ 9,699.71   13-Sep-01   13-May-07   69   $ 24,604.28   $ 429.82   $ 1.85   $ 43.17   $ 474.84   $ 43.17   $ 431.67

Noosa Hospital

  100   202032   63520   12160   1   Coagulator  

To be

Advised

  $ 28,878.65   $ 9,132.80   13-Sep-01   13-May-07   69   $ 23,166.71   $ 404.71   $ 1.74   $ 40.65   $ 447.10   $ 40.65   $ 406.45

Noosa Hospital

  100   202032   63520   12161   1  

Medical Records

Shelving &

Compactus

 

To be

Advised

  $ 26,904.30   $ 8,508.50   13-Sep-01   13-May-07   69   $ 21,582.88   $ 377.04   $ 1.62   $ 37.87   $ 416.53   $ 37.87   $ 378.66

Noosa Hospital

  100   202032   63520   12162   1  

Surgical saw and

blades

      $ 21,388.43   $ 6,764.10   13-Sep-01   13-May-07   69   $ 17,157.98   $ 299.74   $ 1.29   $ 30.10   $ 331.13   $ 30.10   $ 301.03

Noosa Hospital

  100   202032   63520   12162   2  

Surgical saw and

blades

      $ 21,388.43   $ 6,764.10   13-Sep-01   13-May-07   69   $ 17,157.98   $ 299.74   $ 1.29   $ 30.10   $ 331.13   $ 30.10   $ 301.03

Noosa Hospital

  100   202032   63520   12163   1  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   2  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   3  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   4  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   5  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   6  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   7  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12163   8  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19,58

Noosa Hospital

  100   202032   63520   12163   9  

Sheet Metal Bed

and Over Table

      $ 1,391.42   $ 440.00   13-Sep-01   13-May-07   69   $ 1,116.17   $ 19.50   $ 0.08   $ 1.96   $ 21.54   $ 1.96   $ 19.58

Noosa Hospital

  100   202032   63520   12164   1  

Electrosurgical

Generator

 

To be

Advised

  $ 11,573.28   $ 3,660.00   13-Sep-01   13-May-07   69   $ 9,284.19   $ 162.19   $ 0.70   $ 16.29   $ 179.18   $ 16.29   $ 162.89

Noosa Hospital

  100   202032   63520   12165   1   Endoflators   To be
Advised
  $ 11,514.14   $ 3,641.40   13-Sep-01   13-May-07   69   $ 9,236.76   $ 161.36   $ 0.69   $ 16.21   $ 178.26   $ 16.21   $ 162.05

 

74


Noosa Hospital

   100    202032    63520    12166    1    Optima Knee CPM         $ 5,121.33    $ 1,619.70    13-Sep-01    13-May-07    69    $ 4,108.43    $ 71.77    $ 0.31    $ 7.21    $ 79.29    $ 7.21    $ 72.08

Noosa Hospital

   100    202032    63520    12166    2    Optima Knee CPM         $ 5,122.10    $ 1,620.00    13-Sep-01    13-May-07    69    $ 4,109.03    $ 71.78    $ 0.31    $ 7.21    $ 79.30    $ 7.21    $ 72.09

Noosa Hospital

   100    202032    63520    12167    1   

Various items of

Hospital Equipment

   To be Advised    $ 135,370.79    $ 42,811.28    13-Sep-01    13-May-07    69    $ 108,595.77    $ 1,897.10    $ 8.16    $ 190.53    $ 2,095.79    $ 190.53    $ 1,905.26

Noosa Hospital

   100    202032    63520    12168    1    Video Display         $ 8,167.95    $ 2,832.30    13-Sep-01    13-May-05    45    $ 5,589.32    $ 155.90    $ 0.67    $ 15.66    $ 172.23    $ 15.66    $ 156.57

Noosa Hospital

   100    202032    63520    12168    2    SPO2 Fingersat Senior         $ 5,933.90    $ 2,057.58    13-Sep-01    13-May-05    45    $ 4,060.52    $ 113.26    $ 0.49    $ 11.38    $ 125.13    $ 11.38    $ 113.75

Noosa Hospital

   100    202032    63520    12168    3    Lead EGCUnit         $ 4,840.43    $ 1,678.38    13-Sep-01    13-May-05    45    $ 3,312.26    $ 92.39    $ 0.40    $ 9.28    $ 102.07    $ 9.28    $ 92.79

Noosa Hospital Total

                                      $ 2,864,841.25    $ 961,034.92                   $ 2,129,053.27    $ 47,432.88    $ 203.96    $ 4,763.78    $ 52,400.62    $ 4,763.78    $ 47,636.84

 

75


WEF LEASING ARRANGEMENTS

 

Hospital


   Contract

   Asset

  

Description


  

Asset ID


   Start Date

   End Date

   Term

Noosa Hospital    12030    1    ErbelCC 200 with Endocut    To be Advised    13-Sep-01    13-Feb-05    42
Noosa Hospital    12032    1    Xenon Light Source 300 Watt    To be Advised    13-Sep-01    13-Feb-05    42
Noosa Hospital    12035    1    Sony Monitors Printers Radios    To be Advised    13-Sep-01    13-Feb-05    42
Noosa Hospital    12037    1    Endoflator 240V    To be Advised    13-Sep-01