Deed of Amendment and Restatement (Casino Duty …...duty levy or interest payable under Part 8 of the Act. C. Pursuant to section 114(2){a) and section 115(2)(a) of the Act, the Treasurer

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Deed of Amendment and Restatement (Casino Duty and Responsible Gambling Levy Agreement)

The Honourable Michael CostaMLC The Treasurer of the State of New South Wales on behalf of the State of New South Wales

Treasurer

Star City Pty Limited ACN 060 510 410

Licensee

The Clayton Utz contact for this document is on +61 2 9353 4000

Clayton Utz Lawyers Levels 19-35 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 /16272/80067554

Legal\! 05864806.3

,

Contents·

1. Definitions and interpretation ...................................................................•.............. 1

1.1 Definitions ................................................................................................... 1 1.2 Amended Casino Duty and Responsible Gambling Levy

Agreement definitions .................................................................................. 2 1.3 Other incorporated provisions ...................... : ............................................... 2

2. Consideration ............................................................................................................ 2

3. Amendments to the Casino Duty and Responsible Gambling Levy Agreement ............. ; ................................................................................................... 2

3.1 Amendments ............................................................................................... 2 3.2 Affirmation ................................................................................................... 2

4. Warranties ................................................................................................................. 3

Schedule- Amended Casino Duty and Responsible Gambling Levy Agreement ............... 1

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Deed of Amendment made at s'-1 ..\'> fU E-f on

Parties

Background

The Honourable Michael Costa MLC, The Treasurer of the State of New South Wales on behalf of the State of New South Wales pursuant to section 116(4) of the Casino Control Act 1992

("Treasurer")

Star City Pty Limited ACN 060 510 410 of a company duly incorporated in New South Wales and having its registered office at 5 Bowen Crescent, Melbourne, Victoria, Australia

("Licensee")

A. On 14 December 1994, the Authority granted the Licence to the Licensee.

B. Pursuant to section 120 of the Act, it is a.condition of the Licence that the Licensee must pay any duty levy or interest payable under Part 8 of the Act.

•' ·. C. ·On 14 December 1994, the parties to this Deed entered into the Casino Duty and Responsible

Gambling Levy Agreement. That agreement sets out the amount of casino duty and the amount of responsible gambling levy (or community benefit levy, as it was previously known) to be paid by the Licensee pursuant to Part 8 of the Act until 30 June 2008.

D. Pursuant to section 114(2)(a) and section 115(2)(a) of the Act, the Treasurer and the Licensee have reached agreement as to the amount of casino duty and the amount of responsible gambling levy to be paid by the Licensee pursuant to Part 8 of the Act during the period of 12 years commencing on 1 July 2008.

E. The parties have entered into this Deed for the purposes of amending the Casino Duty and Responsible Gambling Levy Agreement to reflect these matters in accordance with the terms of this Deed.

F. Pursuant to section 116(2) of the Act, the Treasurer has consulted with the Minister in relation to entering into this Deed.

G. The Treasurer and the Licensee have reached agreement on the terms of this Deed.

H. The Treasurer will, upon this Deed being entered into, in compliance with section 118 of the Act, lay a copy of this Deed before each House of Parliament, within the time specified in section 118.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

The following words have the following meanings in this Deed unless the contrary intention appears:

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"Amended Casino Duty and Responsible Gambling Levy Agreement" means the amended and restated Casino Duty and Responsible Gambling Levy Agreement between the parties to this Deed as set out in the Schedule.

"Casino Duty" has the same meaning as casino duty under s 114 of the Act.

"Casino Duty and Responsible Gambling Levy Agreement" means the document entitled "SHC Casino Duty and Community Benefit Levy Agreement" dated 14 December 1994 between the parties to this Deed, as amended by the amending deeds between the parties dated 10 December 1998 and 2.8 June 2000, by the amending deed between the parties which is undated but which became effective on 18 July 200 I and by the letters between the parties dated 5 September 2007, 8 October 2007 and 9 November 2007.

"Effective Date" means I July 2008.

1.2 Amended Casino Duty and Responsible Gambling Levy Agreement definitions

Unless the context indicates a contrary intention or unless otherwise defined in this Deed, words and expressions which are defined in the Amended Casino Duty and Responsible Gambling Levy Agreement (whether specifically or by incorporation of reference) have the same meaning where used in this Deed.

1.3 Other incorporated provisions

Clauses 1.2 to 1.7, 11 to 13 of the Amended Casino Duty and Responsible Gambling Levy Agreement apply to, and are incorporated in, this Deed as if they were set out in full.

2. Consideration

Each party acknowledges to the other party that it enters into this Deed and incurs obligations and gives rights under it for valuable consideration received from the other party to this Deed.

3. Amendments to the Casino Duty and Responsible Gambling Levy Agreement

3.1 Amendments

On and from the Effective Date, the Casino Duty and Responsible Gambling Levy Agreement will be varied such that it will be on the terms of the Amended Casino Duty and Responsible Gambling Levy Agreement set out in the Schedule.

3.2 Affirmation

Nothing in this Deed prejudices or adversely affects any right, power, authority, discretion or remedy of the Treasurer arising under the Casino Duty and Responsible Gambling Levy Agreement before the date of this Deed.

3.3 Transitional arrangements

(a)

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From I July 2008, the GD in clause 6 of the Amended Casino Duty and Responsible Gambling Levy Agreement will be calculated as if the amendments to the Casino Duty and Responsible Gambling Levy Agreement made in this Deed had been in force for the 12 months prior to 1 July 2008. The amount of GD paid (as calculated under clause 6 of the Amended Casino Duty ana Responsible Gambling Levy Agreement) during the 12 months prior to I July 2008 shall be

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deemed to be the amount which would have been paid had the amendments to the Casino Duty and Responsible Gambling Levy Agreement made in this Deed been in force from I July 2007 (and assuming the rates and bands set out in Schedule 4 for the First Financial Year applied to the 12 months ending I July 2008 without any adjustment for CPI).

(b) The Weekly GD payable for the transition week (being the seven days ended 6 July 2008) shall be the total of:

(i) the Weekly GD payable for the week using the rate structure applicable before I July 2008 divided by seven; and

(ii) the Weekly GD payable for the week using the rate structure applicable from I July 2008, multiplied by six and then divided by seven.

4. Warranties

The Licensee represents and warrants for the benefit of the Treasurer that:

(a) (No violation): the execution, delivery and performance ofthis Deed does not violate its constitution or any law applying to it;

(b) (Due authority): it has the power, and has taken all corporate and other action required, to enter into this Deed and to authorise the execution and delivery of this Deed and performance of its obligations under this Deed;

(c) (Legally Binding Obligation): this Deed constitutes a valid and legally binding obligation of the Licensee in accordance with its terms notwithstanding:

(d)

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(i) any statute oflimitations;

(ii) any laws of bankruptcy, insolvency, liquidation, reorganisation or other laws affecting creditors' rights generally; and

(iii) any defences of set-off or counter claim; and

(No reliance): it has not entered into this Deed in reliance on or as a result of any representation, warranty, promise, statement, conduct or inducement by or on behalf of the Treasurer otherwise than as embodied in this Deed.

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Schedule- Amended Casino Duty and Responsible Gambling Levy Agreement

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Amended and Restated Casino Duty and Responsible Gambling Levy Agreement

The Honourable Michael Costa MLC, The Treasurer of the State of New South Wales on behalf of the State of New South Wales

Treasurer

Star City Pty Limited

Licensee

The Clayton Utz contact for this document is on +61 2 9353 4000

Clayton Utz Lawyers Levels 19-35 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 165/141917/80064756

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Contents

1. Definitions and interpretation .................................................................................. 1

2. Consideration ............................................................................................................ 4

3. Warranties and Acknowledgments .......................................................................... 5

4. Not used .................................................................................................................... 5

5. Not used .................................................................................................................... 5

6. Weekly Duty .............................................................................................................. 5

7. Indexing ..................................................................................................................... 8

8. Responsible Gambling Levy .................................................................................... 9

9. Reb_ate Player Duty arrangements ........................................................................... 9

1-0. Penalty Interest ......................................................................................................... 9

11. Severability ............................................................................................................... 9

12. Governing law and jurisdiction .............................................................................. 10

13. Counterparts ...............................•..................•........................................................ 10

Schedule 1 -Acknowledgements by the Licensee ···················:····································· ..... 11

Schedule 2 -Warranties ......................................................................................................... 12

Schedule 3 - Not used ............................................................................................................ 13

Schedule 4- Dutiable Gaming Revenue Table ..................................................................... 14

Schedule 5 - Rebate Player Duty arrangements .................................................................. 16

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Deed originally dated 14 December 1994 as amended and restated on ("Restatement Date")

Parties

Recitals

The Honourable Michael Costa MLC, The Treasurer of the State of New South Wales on behalf of the State of New South Wales pursuant to section 116(4) of the Casino Control Act 1992

{"Treasurer")

Star City Pty Limited ACN 060 510 410 a company duly incorporated in New South Wales and having its registered office at 5 Bowen Crescent, Melbourne, Victoria, Australia

("Licensee")

A. The Authority has granted the Licence to the Licensee.

B. Pursuant to section 120 of the Act, it is a condition of Licence that the Licensee must pay any duty levy or interest payable under Part 8 of the Act.

C. Pursuant to section 114(2){a) and section 115(2)(a) of the Act, the Treasurer and the Licensee have reached agreement as to the amount of casino duty and amount of responsible gambling levy to be paid pursuant to Part 8 of the Act and the times and manner (including the nature of the securities and indemnities to be given to the Authority (on behalf of the State) to secure the payment of those amounts) in which the same are due and payable.

D. The casino duty payable pursuant to this Deed, during the period of 12 years commencing on I July 2008, is payable in 3 forms:

(a) weekly casino revenue duty payable in respect of the operation of the Casino (the weekly casino revenue duty payable weekly as a percentage of Gross Revenue);

{b) rebate player duty payable in respect of revenue generated from rebate play (the rebate player duty payable weekly as a percentage of Rebate Player Gross Revenue); and

{c) a responsible gambling levy payable weekly as a percentage of Gross Revenue.

E. Pursuant to section 116(2) the Treasurer has consulted with the Minister in relation to entering into this Deed.

F. Pursuant to section 119(3) of the Act, the Treasurer has determined the rate of interest as the Penalty Rate (as later defined).

G. The Treasurer and Licensee have reached agreement on the terms of this Deed.

H. The Treasurer will, upon this Deed being entered into, in compliance with section 118 of the Act, lay a copy of this Deed before each House of Parliament, within the time specified in section 118.

1. Definitions and interpretation

1.1 The following words have the following meanings in this Deed:

"Act" means the Casino Control Act 1992 (New South Wales).

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"Auditor General" means the Auditor General ofNew South Wales for the time being (or the Auditor General's nominee, from time to time).

"Authority" means the New South Wales Casino Control Authority constituted by the Act.

"Base D~ty Rate" means:

(a) for the First Financial Year, the rate of 13.04%;

(b) for the 12 month period 1 July 2009 to 30 June 2010, the rate of 13.41 %;

(c) for the 12 month period 1 July 2010 to 30 June 2011, the rate of 14.41 %;

(d) for the 12 month period 1 July 2011 to 30 June 2012, the rate of 15.41 %; and

(e) for the remainder of the Duty Period after 1 July 2012, the rate ofl6.41 %.

"Business Day" means any day (other than a Saturday, Sunday or public holiday recognised in Sydney and generally throughout the State ofNew South Wales).

"Casino" has the same meaning as in the Act.

"Casino Exclusivity Agreement" has the same meaning as in the Casino Taxes Agreement.

"Casino Taxes Agreement" means the agreement so entitled and dated 14 December 1994 between the Authority (on behalf of the State of New South Wales) on the one part and the Licensee of the other part to provide for inter alia:

(a) the insurances in respect of Weekly Duty and Responsible Gambling Levy; and

(b) the securing of the payment of casino duty, Responsible Gambling Levy and Penalty Interest to the Authority by the Licensee,

as amended and restated on or about the Restatement Date.

"CCA Charge" has the same meaning as in the Casino Taxes Agreement.

"Commencement Date" is 1 July 2008.

"Duty Period" means the period commencing on 1 July 2008 and ending on the earlier of:

(a) the date of expiry, cancellation or surrender of the Licence; or

(b) the date being 12 years from 1 July 2008.

"Financial Year" means any period commencing 1 July and ending on the following 30 June.

"First Financial Year" means the period I July 2008 to 30 June 2009.

"Gross Revenue" or "GR" (either negative, zero or positive) means the total of all sums, including cheques and other negotiable instruments whether collected or not; received in any period from the conduct of gaming at the Casino, less the total of all sums paid out as winnings during that period in respect of gaming, less revenue for which duty is payable under schedule 5. For the purposes of this definition any sum received for the issue of a chip for gaming is a sum received from the conduct of gaming and any sum paid out. to redeem a chip is a sum paid out as winnings but excluded there from shall be sums received or paid in respect of Keno and TAB Operations. For the purpose of this definition sums paid out as winnings includes

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contributions by the Licensee to multi site linked jackpot prizes but does not include multi site linked jackpot prizes paid.

"GST" means Goods and Services Tax as defined in the GST Act.

"GST Act" means the A New Tax System (Goods and Services Tax) Act 1999.

"Keno" means the game of keno contemplated under the Lotto Act 1979 (NSW).

"Licence" means the licence granted to the Licensee by the Authority on even· date herewith to operate a casino pursuant to section 18(1) of the Act.

"Licence Issue Date" means the date of grant of the Licence.

"Payment Obligations" means the obligation of the Licensee to make certain payments pursuant to Part 8 of the Act.

"Penalty Interest" means interest payable under section 119 of the Act.

"Penalty Rate" means the rate ofPena1ty Interest as determined by the Treasurer and specified in clause 12.

"Rebate Player Duty" is defined in Schedule 5.

"Responsible Gambliug Levy" means the responsible gambling levy referred to and calculated in accordance with clause 8.

"Subsequent Financial Year" means any Financial Year following the First Financial Year.

"TAB Operations" means ·the conduct of totalizators as contemplated under the Totalizator Act 1916 (NSW) and the Totalizator (Off-Course Betting) Act 1964 (NSW).

"Taxes" means all present and future taxes, levies, imposts, deductions, charges, fees and withholdings, in each case plus interest, related penalties and any charges, fees or other amounts in connection with any of them.

"Weekly Duty Review Date" means I July 2020.

1.2 In this Deed unless the contrary intention appears:

(a)

(b)

(c)

(d)

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a reference to this Deed or any other deed, agreement, document or instrument includes this Deed or that other deed, agreement, document or instrument as amended, supplemented, novated, replaced or varied from time to time.

a reference to a person includes a reference to an individual, firm, company, corporation, body corporate, statutory body, body politic, trust, partnership, joint venture, association whether incorporated or unincorporated or an authority as the case may be;

a reference to a person or to any party to this Deed includes a reference to that person's or party's executors, administrators, successors, permitted substitutes and permitted assigns (including any person taking by way of novation);

a reference to a clause or Schedule is a reference to a clause or Schedule of this Deed and Schedules form part of this Deed as if expressly set out in the body of this Deed;

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(e) a reference to the singular includes a reference to the plural and vice versa and words denoting a given gender shall include all other genders;

(f) headings are for convenience only and shall not affect interpretation;

(g) where any word or phrase is given a defined meaning any other part of speech or other grammatical form in respect of such work or part of speech has a corresponding meaning;

(h) a reference to any legislation, statute, ordinance, code or other law or to any section or provision thereof includes all ordinances, by-laws, regulations, rules, rulings and directions and other statutory instruments issued thereunder and any modifications, consolidations, re-enactments, replacements and substitutions of any of them;

(i) a reference to any monetary amount or payment to be made hereunder is a reference to an Australian dollar amount or payment in Australian dollars as the case may require;

G) where a reference is made to any body or authority which has ceased to exist, such reference shall be deemed a reference to the body or authority as then serves substantially the same object as that body or authority, and any reference to the president or secretary-general ofsuch body or authority shall in the absence of a president or secretary-general be read as a reference to the senior officer for the time being of the body or authority and/or such other person fulfilling the relevant duties of president or secretary-general; and

(k) unless otherwise specified, all payments by the Licensee hereunder or as referenced herein must be made in immediately available and cleared funds before 2 p.m. on the due date for payment.

1.3 Where an act, matter or thing required to be done by this Deed falls to _be done on a day which is not a Business Day that act, matter or thing must be done on the preceding day which is· a Business Day except in the case of payments due on demand, which may be made on the next following Business Day.

1.4 For the purposes of this Deed references to the Treasurer shall be taken to be references to the Treasurer from time to time in and for the State ofNew South Wales.

1.5 A word or phrase used in this Deed which is not defined in this Deed shall have the same meaning as in the Act and references to a section or Part is a reference to a section or Part of the Act.

1.6 To the extent of any inconsistency or conflict between the terms of this Deed and the Act then the Act shall prevail over this Deed.

1.7 The rights and obligations of the parties under this Deed are in addition and without prejudice to their respective rights and obligations under the Act.

2. Consideration

Each party acknowledges to the other party that it enters into this Deed and incurs obligations and gives rights under it for valuable consideration received from the other party to this Deed.

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3. Warranties and Acknowledgments·

3.1 The Licensee acknowledges to the Treasurer the matters set o·ut in Schedule I.

:i.2 The Licensee warrants to the Treasurer in the terms set out in Schedule 2.

4. Not used

5. Not used

6. Weekly Duty

6.1 In this clause 6 and where used elsewhere in this Deed the following words have the following meanings (headings are for convenience only):

Time periods:

"Assessment Period" or "AP" means:

(a) Where the Relevant New Week is 52 New Weeks or less after the Commencement Date the entire period of New Weeks from the Commencement Date, including the Relevant New Week; and

(b) Where the Relevant New Week is 53 New Weeks or more after the Commencement Date the period of 52 consecutive New Weeks ending at the close of the Relevant New Week.

"New Week" means the 7 day period ending at 6 am on a Monday (or such other time as may be agreed between the Authority and the Licensee from time to time) in respect of which the Weekly Duty Quantum is being calculated and in respect of the first calculation of the Weekly Duty Quantum may be other than a 7 day period and shall be the period from the time of commencement of casino operations on the Commencement Date up to 6 am on the first Monday (or such other time as may be agreed between the Authority and the Licensee from time to time) following that date.

"Previous New Week" means the New Week immediately prior to the Relevant New Week

"Relevant Assessment Period" means the Assessment Period for the purposes of calculating Weekly Duty Quantum in any Relevant New Week.

"Relevant New Week" means the New Week in respect of which Weekly Duty is being calculated pursuant to this clause 6.

Weekly Duty:

"Assessment Period GD" or "APGD" means the amount of GD payable on Relevant Assessment Period GR calculated in accordance with Schedule 4.

"Gaming Duty" or "GD" means the casino duty payable on Gross Revenue calculated in accordance with this clause 6 and Schedule 4.

"Relevant Assessment Period GR" means the sum total of each amount of GR for each and every week of any Relevant Assessment Period.

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"Weekly Duty" means the Gaming Duty payable in accordance with this clause 6.

"Weekly Duty Adjustment Date" means the Thursday following each New Week.

"Weekly Duty Payment Amount" is the amount of Weekly Duty Quantum (if positive) payable to the Authority in respect of any Relevant New Week.

"Weekly Duty Quantum" or "WDQ" means the amount determined as such under clause 6.5.

"Weekly Gaming Duty" or "Weekly GD" means the Gaming Quantum (if positive or zero) calculated in any New Week (treated as a positive integer).

"Weekly Gaming Quantum" or "Weekly GQ" (either positive, negative or zero) means the amount determined as such under clause 6.5.

":E Weekly GD" means:

the sum of Weekly GD (if any) for each of the 51 consecutive New Weeks up to and including the Previous New Week.

Weekly Duty Credit:

"Weekly Duty Credit" or "WDC" means in any Relevant New Week the amount of Weekly Duty Quantum (if negative) for the Previous New Week (treated as a positive integer).

"Weekly Gaming Credit" or "Weekly GC" means Weekly Gaming Quantum if negative in any New Week (treated as a positive integer).

":E Weekly GC" means

the sum of Weekly GC (if any) for each of the 51 consecutive New Weeks up to and including the Previous New Week.

6.2 During the Duty Period the Licensee shall calculate the Weekly Duty Quantum in respect of each New Week.

6.3 If the Weekly Duty Quantum is positive the amount of the same shall constitute the Weekly Duty Payment Amount and be payable to the Authority as Weekly Duty in respect of that New Week.

6.4 If the Weekly Duty Quantum is zero or negative then no Weekly Duty shall be payable in respect of that New Week and if negative the amount of the same shall constitute the next Relevant New Week's Weekly Duty Credit (treated as a positive integer) and where the Weekly Duty Quantum is not negative, the next Relevant New Week's Weekly Duty Credit shall be deemed to be equal to zero.

6.5 The Weekly Duty Quantum shall be:

WDQ =Weekly GQ- WDC (if any)

Where:

Weekly GQ = APGD- {:E Weekly GD- :E Weekly GC}

6.6 The calculation of the Weekly Duty Quantum shall not be subject to any credit, allowance, refund or adjustment arising from the Responsible Gambling Levy for any previous or subsequent week or period.

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6.7 The Weekly Duty Payment Amount shall be paid on each Weekly Duty Adjustment Date following the Relevant New Week.

6.8 Upon any review by the Treasurer of the Responsible Gambling Levy pursuant to clause 8.4 the amount and basis for calculation of Weekly Duty shall be reviewed and shall only be adjusted to reflect any change in the assessment of Responsible Gambling Levy as contemplated in clause 8.4.

6.9 (a) The amount and basis for calculation of Weekly Duty shall be reviewed by the Treasurer on the Weekly Duty Review Date and shall not be reviewed prior to that date other than in accordance with clauses 6.8 and 8.4.

(b) In conducting the review of Weekly Duty on the Weekly Duty Review Date and before making any change to the Weekly Duty or any other determination, under section 114 of the Act, of casino duty payable after that date, the Treasurer shall:

(i) provide the Licensee with an opportunity to make representations or submissions;

(ii) give due regard to, amongst other things, representations or submissions received from the Licensee;

(iii) provide the Licensee with adequate opportunity to review and comment upon any proposed change to the Weekly Duty and determination of casino duty;

(iv) give due regard to, amongst other things, the financial viability of the Licensee and the Licensee earning a fair return on capital (having regard to amongst other things the prevailing rates of Taxes applicable to all forms oflawful gaming in New South Wales at that time);

(v) ensure that the Licensee will not have to pay, during the term of the Licence, any lump sum payment or annual payment as casino duty or responsible gambling levy except as provided for under Schedule 5;

(vi) ensure that any casino duty payable after the Weekly Duty Review Date, pursuant to section 114 of the Act will be calculated by reference to and be dependent on receipt of gross revenue;

(vii) ensure that the duty to be paid under Part 8 of the Act does not exceed equivalent rates of Taxes paid by any other holder of a casino licence at a site which is:

A. within 200 kilometres of the Sydney GPO; or

B. anywhere else in New South Wales unless the Treasurer in his absolute discretion decides that such other holder does not compete, in a material way, with the Licensee for customers; and

6.10 To the extent to which any carried forward negative Weekly Duty Quantum is not applied as the next Relevant New Week's Weekly Duty Credit as referred to in clauses 6.4 and 6.5 above, the same is not in any circumstances refundable in whole or part.

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6.11 For the avoidance of doubt, the Weekly Duty calculated and payable in accordance with this clause 6 is exclusive of both GST and Responsible Gambling Levy.

7. Indexing

7.1 In this clause 7 and where used elsewhere in this Deed the following words have the following meanings:

"Base Amount" or "BA" means each amount set out in Columns 1 and 2 of Schedule 4.

"Base Index Number" means the Consumer Price (Sydney All Groups) Index number published in the Australian Statistician's Summary of Australian Statistics in respect of the March 2008 quarter.

"Indexed Amount" or "IA" means each Base Amount indexed in accordance with clause 7.3.

"Index Fraction 11 or "IF" means:

(a) the Index Number divided by the Base Index Number (calculated and rounded off to 3 decimal places); or

(b) the number 1 whichever is the highest number.

"Index Number" means in relation to the application of the same for each Subsequent Financial Year as contemplated by this clause 7 the Consumer Price (Sydney All Groups) Index number published from time to time in the Australian Statistician's Summary of Australian Statistics in respect of the March quarter·ending immediately preceding the relevant Subsequent Financial Year. If there is any suspension or discontinuance in the publication of the Consumer Price Index, then until publication of the Consumer Price Index is resumed, "Index Number" shall mean some other index reflecting fluctuations in the cost of living in Sydney upon which the parties agree, but in default of such agreement, such index as shall be. determined by the Treasurer as reflecting fluctuations in the cost of living in Sydney for the appropriate corresponding period, and his decision shall be final and binding upon the Licensee.·

7.2 Schedule 4 has application to the calculation of Relevant Assessment Period Gaming Gross Revenue in respect of each New Week which commences during the First Financial Year (for and including any New Week which had commenced before but finishes after the end of the First Financial Year).

7.3 Schedule 4 is to be modified for each and every Subsequent Financial Year in the following respects:

(a) each Base Amount is to be indexed so as to determine the Indexed Amount applicable to that Subsequent Financial Year as follows:

(b)

(c)

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IA=BA xiF

and where an amount calculated above is not a multiple of$100,000, then such amount will be increased to the nearest multiple of $1 00,000;

the Indexed Amount determined under (a) above is to be substituted for the Base Amount;

indexations and modifications of Schedule 4 and the amounts derived from Schedule 4 shall take effect on the commencement of the New ·week first

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8.

8.1

8.2

8.3

8.4

. 8.5

8.6

8.7

9.

9.1

9.2

9.3

10.

occurring in that Subsequent Financial Year for the balance of that Subsequent Financial Year and until the end of any New Week which commences before but finishes after the end of that Subsequent Financial Year and Schedule 4 shall be read and applied accordingly but not so as to affect any prior Weekly Duty Quantum calculation.

Responsible Gambling Levy

During the Duty Period the Licensee shall pay to the Authority the Responsible Gambling Levy.

The Responsible Gambling Levy is fixed as an amount being 2% of the Gross Revenue.

The Responsible Gambling Levy is payable weekly and on the same day and time as the Weekly Duty.

The Treasurer may review the Responsible Gambling Levy at any time provided however that any increase or decrease in the 2% rate applied to determine the Responsible Gambling Levy will result in a corresponding decrease or increase in the rates set out in Schedule 4.

If the Treasurer reviews the Responsible Gambling Levy in accordance with clause 8.4 then, prior to any determination resulting from the review the Treasurer acknowledges that he will consult with the Minister in accordance with section 116(2) of the Act.

Any determination by the Treasurer with respect to his review of the Responsible Gambling Levy under clause 8.4 shall take effect when written notice of it is given to the Licensee or on such later date as may be specified in the notice.

The Responsible Gambling Levy for any particular week shall be final and conclusive and will not be subject to any credit, allowance, refund or adjustment arising from the Weekly Duty or the Responsible Gambling Levy for any previous or subsequent week.

Rebate Player Duty arrangements

The provisions of Schedule 5 relating to Rebate Player Duty will apply unless suspended in accordance with this clause.

The Licensee may elect at any time to suspend or reactivate the provisions of Schedule 5 by providing at least 3 months' notice of such election in writing delivered by hand to both the Treasurer and the Chief Executive of the Authority.

The provisions of Schedule 5 shall cease to apply (where the Licensee is electing to suspend the provisions of Schedule 5) or shall once again apply (where the Licensee is electing to reactivate the provisions of Schedule 5) on the next I January or I July (whichever comes first) occurring after the expiration of the 3 months' notice period referred to in clause 9 .2.

Penalty Interest

The Treasurer acknowledges that pursuant to section 119(3) he has determined the Penalty Rate to be $100 plus a daily penalty, until payment is made, of 0.15% ofthe amount due and payable.

11. Severability

All provisions and each and every part thereof contained in this Deed shall be severable and shall be so construed as not to infringe the law of the State of New -South Wales. If-any such-

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provision on its true interpretation is found to-infringe-any such law, that provision shall be read down to such extent as may be necessary to ensure that it does not so infringe any such law and as may be reasonable in all the circumstances so as to give as full and as valid an operation as possible. In the event that the infringing provision cannot be so read down, it shall be deemed void and severable and shall be deemed deleted from this Deed to the same extent and effect as if never incorporated herein and the parties shall negotiate with each other for the purpose of substituting an appropriate clause s·o far as is practicable in lieu of such deleted provision. It is the intention of the parties that if any provision of this Deed is logically and reasonably susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

12. Governing law and jurisdiction

12.1 T~is Deed is governed by and construed in accordance with the laws of the State ofNew South Wales.

12.2 (a) The Licensee irrevocably submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of the courts and appellate courts ofNew South Wales with respect to any action or proceedings which may be brought at any time relating in any way to this Deed.

(b) The Licensee irrevocably waives any objection it may now or in the future have to the venue of any action or proceeding, and any claim it may now or in the future have that any action or proceeding has been brought in an inconvenient forum.

(c) The Licensee irrevocably waives any immunity in respect of obligations under this Deed that it may acquire from the jurisdiction or any court or any legal or arbitration process for any reason including without limitation, the service or notice, attachment prior to judgment, attachment in aid of execution or execution.

13. Counterparts

This Deed may be executed in any number of counterparts and by the different parties on different counterparts, each of which constitutes an original of this Deed, and all of which together constitute one and the same instrument.

Legal\105878079.1 10

· Schedule 1 -Acknowledgements by the Licensee

The Licensee acknowledges:

(a)

(b)

(c)

Legal\105878079.1

that pursuant to section 120 it is a condition of the Licence that the Licensee must pay all duty, levy and interest due and payable under Part 8 at the times and in the manner required by this. Deed;

that pursuant to section 121 all such duty, levy and interest payable may be recovered by the Authority in a court of competent jurisdiction as a debt due to the Crown; and

that as part of the agreement with the Treasurer referred to in Recital C, the Licensee's obligations under Part 8 of the Act and this Deed will be secured by the CCA Charge and the Licensee will, under the Casino Taxes Agreement, indemnify the Authority (on behalf of the State) in respect of any breach by the Licensee of any of its obligations referred to above.

II

Schedule 2- Warranties

The Licensee represents and warrants that:

(a) (Legally Binding Obligation): this Deed constitutes a valid and legally binding obligation of the Licensee in accordance with its terms subject to:

(i) any statute oflimitations;

(ii) any laws of bankruptcy, insolvency, liquidation, reorganisation or other laws affecting creditors' rights generally; and

(iii) any defences of set-off or counter claim.

(b) (Execution, Delivery and Performance): the execution and delivery of this Deed, and the performance of or compliance with its obligations under this Deed by it does not violate any law or regulation or official directive or any document or agreement to which it is a party or which is binding upon it or any of its assets;

(c) (Information): all information given at any time and every statement made at any time, by it to the Authority or its employe.es, agents or consultants or the Treasurer, employees, agents or consultants to the Treasurer in connection with this Deed is and will be true in any material respect and is and will not by omission or otherwise be misleading in any material respect; .

(d) (Immunity): it is not and will not be immune from the jurisdiction of a court or arbitration process or from any legal process (whether through service of notice, judgment, attachment in aid of execution or otherwise);

(e) (Due Incorporation): it is duly incorporated, is validly existing under the laws of the jurisdiction of its incorporation and has the corporate power to own its property and to carry on its business as is now being conducted;

(f) (Constituent Documents): the execution, delivery and performance of this Deed does not violate the Memorandum and Articles of Association of it (or the equivalent constituent do,uments in its jurisdiction of incorporation), or cause a limitation on its powers, or cause the powers of its directors or officers to be exceeded, and if it is listed on the Australian Stock Exchange Limited or its subsidiaries or on any other stock exchange, does not violate their listing (or equivalent) requirements thereof;

(g) (Power): it has the power, and has taken all corporate and other action required, to enter into this Deed and to authorise the execution and delivery of this Deed and the performance of its obligations hereunder; · .

(h) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities Commission or similar office in its jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate; '

(i) (Commercial Benefit): the execution of this Deed is in its best commercial interests.

Legal\! 05878079.1 12

Schedule 3 -Not used

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Schedule 4- Dutiable Gaming Revenue Table

Tax Bands

Tax Rate- Tax Rate- Tax Rate- Tax Rate- Tax Rate- FY13 Lower Band Upper Band FY09 FY10 FY11 FY12 onwards

0 600,000,000 13.04% 13.41% 14.41% 15.41% 16.41% 600,000,000 605,000,000 14.04% 14.41% 15.41% 16.41% 17.41% 605,000,000 610,000,000 15.04% 15.41% 16.41% 17.41% 18.41% 610,000,000 615,000,000 16.04% 16.41% 17.41% 18.41% 19.41% 615,000,000 620,000,000 17.04% 17.41% 18.41% 19.41% 20.41% 620,000,000 625,000,000 18.04% 18.41% 19.41% 20.41% 21.41% 625,000,000 630,000,000 19.04% 19.41% 20.41% 21.41% 22.41% 630,000,000 635,000,000 20.04% 20.41% 21.41% 22.41% 23.41% 635,000,000 640,000,000 21.04% 21.41% 22.41% 23.41% 24.41% 640,000,000 645,000,000 22.04% 22.41% 23.41% 24.41% 25.41% 645,000,000 650,000,000 23.04% 23.41% 24.41% 25.41% 26.41% 650,000,000 655,000,000 24.04% 24.41% 25.41% 26.41% 27.41% 655,000,000 660,000,000 25.04% 25.41% 26.41% 27.41% 28.41% 660,000,000 665,000,000 26.04% 26.41% 27.41% 28.41% 29.41% 665,000,000 670,000,000 27.04% 27.41% 28.41% 29.41% 30.41% 670,000,000 675,000,000 28.04% 28.41% 29.41% 30.41% 31.41% 675,000,000 680,000,000 29.04% 29.41% 30.41% 31.41% 32.41% 680,000,000 685,000,000 30.04% 30.41% 31.41% 32.41% 33.41% 685,000,000 690,000,000 31.04% 31.41% 32.41% 33.41% 34.41% 690,000,000 695,000,000 32.04% 32.41% 33.41% 34.41% 35.41% 695,000, ODD 700, 000,000 33.04% 33.41% 34.41% 35.41% 36.41% 700,000,000 705,000,000 34.04% 34.41% 35.41% 36.41% 37.41% 705,000,000 710,000,000 35.04% 35.41% 36.41% 37.41% 38.91% 710,000,000 715,000,000 36.04% 36.41% 37.41% 38.91% 38.91% 715,000,000 720,000,000 37.04% 37.41% 38.91% 38.91% 38.91%

L_ 720,000,000 999,999,999 38.04% 38.91% 38.91% 38.91% 38.91%

Notes:

Legal\105878079.1 14

Tax rates exclude GST and the Responsible Gambling Levy

Bands index as per clause 7 (including that the bands are rounded up to the nearest hundred thousand) FY09 refers to 1 July 2008- 30 June 2009, and subsequent financial years consist of a 12 month period commencing at the end of the previous period.

Legal\105878079.1 15

Schedule 5 -Rebate PlayerDuty arrangements

1. Additional definitions

In this Schedule 5, the following words have the following meanings:

"Bad Debts" means the total of any amounts (being the whole or any part of any sums derived from the playing of games by Rebate Players that is due as a debt, but has not been received) that the Licensee writes off as bad.

"Bad Debts Recoveries" means the total of any amounts (being the whole or part of any Bad Debts) that the Licensee recovers.

"Calendar Year" means any period commencing on I January and ending on the following 31 December.

"Certification" means written confirmation from the Authority or the Auditor General in respect of a Debt the subject of a submiss.ion to the Authority by the Licensee in accordance with clause 5 of this Schedule and "Certified" and "Certifiable" have corresponding meanings.

"Cumulative Losses Carried Forward" means the amount calculated from time to time under clause 7.3 of this Schedule.

"Debt" means a certain sum due from one person to another either by record or, judgment, specialty or deed, or under simple contract (including by cheque or negotiable instrument) whether in writing or oral and "Debtor" has a corresponding meaning.

"GST Offset Payment " means the amount payable by the Treasurer from time to time under clause 7 of this Schedule.

"Identified Player" means a Rebate Player who has incurred a Debt to the Licensee in respect of playing Rebate Player Games which Debt has been Certified but not Recovered.

"Instalment Amount" has the meaning given in clause 3.3 of this Schedule.

"Irrecoverable Debt" means a Debt incurred by an Rebate Player to the Licensee in respect of playing games which Debt:

(a) is considered bad for the purposes of the Income Tax Assessment Act 1997, including without limitation, a Debt which:

(i) exists;

(ii) has been or will be written off by the Licensee as a bad debt for the purposes of taxation; and

(iii) has been brought to account as assessable income by the Licensee in any year; and

(b) has been Certified.

"Irrecoverable Debt Unit" has the meaning given in clause 5.11 of this Schedule.

"Junket" has the meaning given in section 76(3) of the Act.

Legal\105878079.1 16

"Loss" means, in respect of the Relevant Monthly Period, the negative amount where Monthly Rebate Gross Revenue plus Monthly Bad Debt Recoveries is less than Monthly Bad Debts.

"Maxim urn Potential Rebate", in respect of a Calendar Year, means the amount calculated as such under clause 6.3 of this Schedule.

"Minister" means the Minister responsible for the administration of the Act.

"Monthly Bad Debts" means the Bad Debts written off in the Relevant Monthly Period.

"Monthly Bad Debts Recoveries" means the Bad Debts Recoveries recovered in the Relevant Monthly Period.

"Monthly Rebate Player Gross Revenue" means the Rebate Player Gross Revenue derived in the Relevant Monthly Period AND to the extent that the Licensee reduces its global GST amount for the purposes of section 126-10 of the GST Act by, in respect of Rebate Players, reducing the total amount wagered or increasing the total monetary prizes, in either case as a consequence of rebates or commissions (whether related to turnover, losses or otherwise), LESS the amount of any such reduction in the Licensee's global GST amount. The calculation of any reduction in the global GST amount of the Licensee for the purposes of section 126-10 of the GST Act shall be undertaken on the assumption that the Licensee is not a member of a GSTgroup.

"Monthly Period" means a calendar month, the first of such calendar month commencing I July 2008.

"New Period" means four consecutive ·New Weeks in a Calendar Year (or such other time as may be agreed between the Authority and the Licensee from time to time), there being 13 consecutive New Periods in a Calendar Year (other than the Last Calendar Year) and in respect of the first and last New Periods in each Calendar Year may be less than or more than a 28 day period. .

"New Week" means the seven day period ending at 6 am on a Monday (or such other time as may be agreed between the Authority and the Licensee from time to time) in respect of which Rebate Player Duty is behi.g calculated and in respect of the first and last calculation of Non Rebate Player Duty in each Calendar Year may be other than a 7 day period and the first such week in the First Calendar Year shall be the period commencing on the Commencement Date up to 6 am on the first Monday (or such other time as may be agreed between the Authority and the Licensee from time to time) following that date, and in each subsequent Calendar Year shall be the period commencing on I January up to 6 am on the first Monday (or such other time as may be agreed between the Authority and the Licensee from time to time) following that date.

"Net Rebate Player Periodic Amount" means each periodic payment of Rebate Player Duty calculated in accordance with clause 4 of this Schedule.

"Periodic Rebate Player Gross Revenue" means Rebate Player Gross Revenue derived in any New Period.

"Promoter" has the meaning given in clause 3 of the Casino Control Regulation 2001.

"Previous Monthly Period" means the Monthly Period immediately prior to the Relevant Monthly Period.

"Rebate Player Duty" means casino duty calculated at the .Rebate Player Duty Rate on Rebate Player Gross Revenue in accordance with clause 4 of this Schedule.

Legal II 05878079.1 17

"Rebate Player Duty Periodic Amount" means each periodic amount of casino duty calculated in accordance with clause 4.4(a) of this Schedule.

"Rebate Player Duty Rate" means the rate of I 0%.

"Rebate Player Gross Revenue" (either negative, zero or positive) means the total of all sums, including cheques and other negotiable instruments whether collected or not, received in any period from the conduct of rebate gaming at the Casino by Rebate Players, less the total of all sums paid out as winnings in respect of rebate gaming during that period to those Rebate Players. For the purposes of this definition, any sum received for the issue of a chip in respect of rebate gaming is a sum received from the conduct of rebate gaming and any sum paid out to redeem a chip in respect of rebate gaming is a sum paid out as winnings in respect of rebate gaming. For the purpose of this definition sums paid out as winnings includes contributions by the Licensee in respect of rebate gaming to multi site linked jackpot prizes but does not include multi site linked jackpot prizes paid.

"Rebate Player Junket Promoter" means a Promoter of Junkets for Rebate Players.

"Rebate Player" means a person not normally a resident ofNSW who is invited by the Licensee to participate in the conduct of rebate gaming at the Casino, either individually or as a participant in a junket as a guest, in accordance with a system of internal controls and administrative and accounting procedures applicable to that person and as approved by the Authority pursuant to section 124 of the Act.

"Recover" means, in relation to a Debt, to acquire, obtain, secure, or retrieve an amount equal to the value of that Debt (or part thereof) or valuable consideration in respect of that Debt (or part thereof), by any means whatsoever whether legal or equitable, whether in writing or otherwise, including without limitation, upon a declaration of a trust or assignment of that Debt (or part thereof) or the creation or entry into of any other arrangement or understanding in respect of that Debt and "Recovered" has a corresponding meaning ..

"Relevant Monthly Period" means the Monthly Period for which the GST Offset Payment is being calculated.

"Settlement Date" means the date on which the transaction between the Licensee and the Rebate Player Junket Promoter or Rebate Player as part of the relevant game or series of such games concludes.

"Weekly Rebate Player Gross Revenue" means Rebate Player Gross Revenue derived in any New Week.

2. Gross Revenue -Variation

Notwithstanding any provision of this Deed to the contrary, at any time while this Schedule is in force, for the purposes of calculating both the Weekly Duty under clause 6 of this Deed and the Responsible Gambling 'Levy under clause 8 of this Deed, "Gross Revenue" shall exclude Rebate Player Gross Revenue.

3. Rebate Player Duty Instalment Amounts

3.1 The Licensee must pay.to the Authority, at the direction of the Treasurer, $6,000,000 in each Calendar Year during the Duty Period.

3.2 The Licensee acknowledges that each amount referred to in clause 3.1 of this Schedule and paid or payable by it from time to time, is not in any circumstances refundable in whole or in

Legal\105878079.1 18

part (including, without limitation, in circumstances where the Licence is suspended, terminated or otherwise expires at any time during any relevant Calendar Year).

3.3 The Licensee must pay each amount referred to in clause 3.1 of this Schedule in respect of the . . relevant Calendar Year on the following dates in that Calendar Year:

(a) $3,000,000 on 1 January; and

(b) $3,000,000 on I July,

(each an "Instalment Amount") with the first such payment due and payable to the Authority on the Commencement Date PROVIDED THAT, if this Schedule is suspended in accordance with the terms of clause 10 of this Deed, during any Calendar Year, the Licensee must immediately pay to the Authority at the direction of the Treasurer all, or such part of each Instalment Amount in respect of the then current Calendar Year, which remains unpaid (if any), notwithstanding that such amount would not otherwise have fallen due for payment at that date of termination.

4. Rebate Player Duty

4.1 The Licensee must pay Rebate Player Duty to the Authority at the direction of the Treasurer, as calculated under, and on the terms of, clause 4 of this Schedule.

4.2 Provided that the Licensee has met its obligations under clause 3 of this Schedule in respect of the then current Calendar Year, the Licensee shall be deemed to have paid Rebate Player Duty to the Authority calculated in respect of an aggregate amount of Rebate Player Gross Revenue in respect of that Calendar Year in accordance with the following formula:

\

Where:

Aggregate 1A =

Deemed Revenue = {Aggregate IA x 10}

the aggregate of each Instalment Amount payable by the Licensee in that Calendar Year pursuant to clause 3 of this Schedule

and shall not be obliged to further account for Rebate Player Duty in aggregate equal to Rebate · Player Duty payable on an amount of Rebate Player Gross Revenue equal to the Deemed Revenue in respect of that Calendar Year.

4.3 The Licensee must calculate Rebate Player Duty in respect of each New Week in accordance with the following formula:

4.4

Weekly Rebate Player Gross Revenue x Rebate Player Duty Rate

and the Licensee must report the amount calculated in accordance with this clause whether negative, positive or zero to the Authority not later than on the fourth Business Day of the following New Week.

(a)

(b)

The Licensee must calculate Rebate Player Duty in respect of each New Period ("Rebate Player Duty Periodic Amount") in accordance with the following formula:

Rebate Player Duty Periodic Amount = Periodic Rebate Player Gross Revenue x Rebate Player Duty Rate

The Licensee must calculate Net Rebate Player Duty Periodic Amount at the end of each New Period in accordance with the following formula:

Legal\! 05878079.1 19

Net Rebate Player Duty Periodic Amount -Net Credit Amount.

Where:

Rebate Player Duty Periodic Amount= the Rebate Player Duty Periodic Amount for the New Period in question, calculated under clause 4.4(a) of this Schedule.

and,

Net Credit Amount= at the date of calculation of the Net Rebate Player Duty Periodic Amount in question, is the absolute value of the aggregate of each amount calculated during the relevant Calendar Year up to that date as a Rebate Player Duty Periodic Amount which is a negative amount, which has not already been credited against payment of Rebate Player Duty otherwise payable by the Licensee in that Calendar Year.

4.5 In respect of each New Period, subject to clause 4.2 of this Schedule:

(a) if the Rebate Player Duty Periodic Amount is a positive amount ("Periodic Payment"), that Periodic Payment must be paid not later than on the fourth Business Day of the next New Week following the end of the relevant New Period; and

(b) if the Net Rebate Player Duty Periodic Amount (calculated in accordance with clause 4.6), is a negative amount ("Credit Amount"), no additional Rebate Player Duty will be payable by the Licensee in respect of that New Period.

4.6 Provided that the Licensee has paid all Instalment Amounts and all Periodic Payments payable by it in that Calendar Year and including, as paid for the purposes of this clause, all amounts which would have been paid by the Licensee absent cash set-off of a Credit Amount (if any) during that Calendar Year then, immediately following the end of that Calendar Year ("Relevant Calendar Year") the parties shall calculate the Duty Rebate as follows:

Duty Rebate= Aggregate RD- Adjusted RD

Where:

• Aggregate RD = the aggregate of all Rebate Player Duty actually paid by the Licensee during the Relevant Calendar Year (including all Instalment Amounts actually paid) and including as paid, all amounts which would have been paid absent cash set-off of a Credit Amount (if any).

• Adjusted RD =the greater of:

Legal\! 05878079.1

{a) Aggregate IA; and

{b) (Actual RGR x Rebate Duty Rate)

Where:

Actual RGR =Rebate Player Gross Revenue actually received for the Relevant Calendar Year as calculated immediately following the end of the Relevant Calendar Year.

and,

20

.,

Aggregate IA has the meaning given in clause 4.2 of this Schedule.

4.7 The Treasurer must pay the Duty Rebate (if any) to the Licensee if the amount of the Duty Rebate is a positive figure, within 15 Business Days after receipt by both the Treasurer and the Authority of notiCe in writing of the amount of the Duty Rebate (if any) calculated under clause 4.6 of this Schedule and the Licensee must pay the Duty Rebate to the Authority, if the amount of the Duty Rebate is a negative figure, within 15 Business Days after receipt by both the Treasurer and the Authority of notice in writing of the amount of the Duty Rebate (if any) calculated under clause 4.6 of this Schedule.

4.8 Each party acknowledges that the calculation of Rebate Player Duty over the course of each Calendar Year is a separate calculation from the calculation of that duty over the conrse of each other Calendar Year, starting from zero and for each Calendar Year after the First Calendar Year, the first New Week will commence on 1 January of that year.

4.9 The calculation of Rebate Player Duty shall not be subject to any credit, allowance, refund or adjustment arising from any amount of duty or levy paid or payable to the Authority for any previous or subsequent Calendar Year or other period other than as expressly provided for in this clause 4 and in clause 6 of this Schedule.

4.10 (a) The amount and basis for calculation of Rebate Player Duty shall be reviewed by the Treasurer on the Weekly Duty Review Date and shall not be reviewed prior to that date.

(b) In conducting the review of Rebate Player Duty on the Weekly Duty Review Date and before making any change to the Rebate. Player Duty or any other determination, under section 114 of the Act, of casino duty payable after that date, the Treasurer shall:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

provide the Licensee with an opportunity to make representations or submissions;

give due regard to, amongst other things, representations or submissions received from the Licensee;

provide the Licensee with adequate opportunity to review and comment upon any proposed change to the Rebate Player Duty and determination of casino duty;

give due regard to, amongst other things, the financial viability of the Licensee and the Licensee earning a fair return on capital (having regard to amongst other things the prevailing rates of Taxes applicable to all forms of lawful gaming in New South Wales at that time);

give due regard to the prevailing rates of Taxes applicable to all forms of lawful Rebate Player gaming in Australia at that time;

ensure that the Licensee will not have to pay, during the term of the Licence, any lump sum payment or annual payment as casino duty or responsible gambling levy except as provided for under clause 3 of this Schedule;

ensure that any casino duty payable after the Weekly Duty Review Date, pursuant to section 114 of the Act will be calculated by reference to and be dependent on receipt of gross revenue;

Legal\! 05 878079 .I 21

(viii) ensure that the Rebate Player Duty Rate does not exceed equivalent rates of Taxes paid by any other holder of a casino licence at a site which is:

A. within 200 kilometres of the Sydney GPO; or

B. anywhere else in New South Wales unless the Treasurer in the Treasurer's absolute discretion decides that such other holder does not compete, in a material way, with the Licensee for customers.

5. Certification of Irrecoverable Debts

5.1 If the Licensee submits a Debt to the Authority for Certification, the Licensee must provide evidence outlining the reasons why that Debt is Certifiable as an Irrecoverable Debt, including without limitation:

(a) evidence of the type contemplated in the Income Tax Assessment Act 1997 and relevant Tax Rulings used for the purposes of establishing a debt to be bad in the context of assessment of income tax and the matters set out in clause 5.2 of this Schedule are indicative of the evidence required; and

(b) a statement of the measures that the Licensee has taken to Recover the Debt.

5.2 Debts submitted for Certification will be considered in light of information concerning whether:

(a) the Debt exists;

(b) the Debt has been written off by the Licensee as a bad debt for the purposes of taxation;

(c) the Debt has been brought to account as assessable income by the Licensee in any year;

(d) in respect of a Debt:

(i) the Debtor h~s died leaving no, or insufficient, assets out of which the Debt may be satisfied;

(ii) the Debtor cannot be traced and the Licensee has been unable to ascertain the existence of, or whereabouts of, any assets against which action could be taken;

(iii) where the Debt has become statute barred and the Debtor is relying on the Debtor's defence (or it is reasonable to assume that the Debtor will do so) for non-payment;

Legal\ I 05878079.1

(iv) if the Debtor is bankrupt and there are insufficient funds to pay the whole Debt, or the part claimed as a bad debt for the purposes of taxation;

(v) where, on an objective view of ali the facts or on the probabilities existing at the time the Debt, or a part of the Debt, is alleged to have become a bad debt for the purposes of taxation, there is little or no

·likelihood of the Debt, or the part of the Debt, being Recovered the Licensee having taken such of the following measures in an attempt to Recover that Debt as are reasonably appropriate in the circumstances:

22

A. reminder notices issued and telephone/mail contact is. attempted;

B. a reasonable period of time has elapsed since the Settlement Date for that Debt;

C. formal demand notice is served on the Debtor;

D. issue of, and service of, a summons on the Debtor;

E. judgment entered against the delinquent Debtor;

F. execution proceedings to enforce judgment;

G. the calculation and charging of interest is ceased and the account is closed;

H. valuation of any security held against the Debt; and

I. sale of any seized or repossessed assets.

5.3 A Debt cannot be submitted to the Authority for Certification until the Settlement Date for that Debt has passed.

5.4 The Authority will assess each Debt submitted by the Licensee to determine whether it will Certify the Debt as an Irrecoverable Debt and the Authority will consider:

(a) the criteria contemplated in the Income Tax Assessment Act 1997 and relevant Tax Rulings used for the purposes of establishing a debt to be bad in the context of assessment of income tax and .the matters ·set out in the Schedule are indicative of the criteria the Authority shall be required to consider;

(b) the measures that the Licensee has taken to Recover the Debt, including the nature and adequacy of these measures; and

(c) any other matter which the Authority considers relevant to the assessment by the Authority of the bona fides of the processes adopted by the Licensee, its agents, employees and representatives, in respect of both the transaction giving rise to, and the Recovery processes taken in relation to, each submitted Debt, having regard to the Authority's objects as set out in section 140 of the Act.

5.5 The parties agree that whilst the Licensee may submit Debts to the Authority for consideration for Certification from time to time, the Authority will not unconditionally Certify any Debt, and will not be deemed to have unconditionally Certified any Debt, unless and until the Licensee's external auditor has certified in writing to the Authority that the Debt in question

·will be written off in the Licensee's next audited balance sheet and profit and loss accounts as a bad debt, and claimed as such, for the purposes of taxation for taxation purposes ("Auditor's Confirmation").

5.6 Within 28 days after the later to occur of:

(a) a Debt being submitted to the Authority for assessment; and

(b) the date on which the Authority receives the Auditor's Confirmation in respect of that Debt,

the Authority must notify the Licensee of its decision, and:

Legal\! 05878079.1 23

(c) if the Authority agrees that the Debt is an Irrecoverable Debt, it must Certify the Debt to be an Irrecoverable Debt;

(d) if the Authority forms the view that the Debt is not an Irrecoverable Debt, it must provide written reasons for that decision to the Licensee by not later than the end of that period,

PROVIDED THAT, at any time before the end of that 28 day period in respect of any Debt, the Authority may, by notice in writing to the Licensee, extend that period by up to a further 62 days, being a total of 90 days (or such longer period as the Authority and the Licensee agree in writing) ("Extended Period"), PROVIDED FURTHER THAT, if the Authority has not finalised its decision in respect of a Debt by the end of the later of that 28 day period, or the Extended Period (if any), the Debt shall be deemed to have been Certified at 5 pm Sydney time on the last day of that period.

5.7 Ifthe Authority determines that a Debt is not an Irrecoverable Debt, the Licensee may, by notice in writing, refer the Debt to the Auditor General to determine whether the Debt is an Irrecoverable Debt and must do so by not later than 5 pm on the 15th Business Day after receipt of a notice from the Authority stating that it will not Certify the Debt (or such longer period as the Authority and the Licensee agree in writing) and if the relevant Debt has not been referred to the Auditor General by the end of such period, that Debt cannot thereafter be Certified as an Irrecoverable Debt other than pursuant to clause 5.11 of this Schedule.

5.8 If the Licensee refers the Debt to the Auditor General, the Auditor General will perform the following functions:

(a) act as an independent consultant for the purposes of resolving to determine whether the Debt is an Irrecoverable Debt, as an expert and not as an arbitrator;

(b) establish the procedures for identifying the issues relating to the determination of whether the Debt is an Irrecoverable Debt and the contentions of the parties, in accordance with considerations of procedural fairness;

(c) make a written and reasoned decision as to whether the Debt is an Irrecoverable Debt; and

(d) decide how the Auditor General's fees should be paid by the parties.

5.9 The decision of the Auditor General will be final and binding on the parties.

5.10 If Certification has been refused previously by the Authority or the Auditor General, a Debt cannot be re-submitted for Certification to the Authority earlier than I month from the date on which the parties were notified in writing of the later to occur of the date of notification of the Authority's decision and the Auditor General's decision.

5.11 Where the Licensee has paid (including by way of set-off of a Credit Amount) Rebate Player Duty on Rebate Player Gross Revenue which revenue, at the time of payment of that duty, comprised a Debt which had not been collected or received and which Debt the Licensee has not Recovered and the Authority has Certified that Debt to be an Irrecoverable Debt, an amount equal to the Rebate Player Duty paid by it in respect of that Irrecoverable Debt ("Irrecoverable Debt Unit") may be subject to a rebate in accordance with the terms of clause 6 of this Schedule.

Legal\105878079.1 24

6. Irrecoverable Debt Units

6.1 Rebate payable

The parties agree that Irrecoverable Debt Units in respect of a Calendar Year may be the subject of a rebate payable to the Licensee on the terms of, and in the circumstances provided for in, clause 6 of this Schedule.

6.2 No rebate threshold

The Licensee will not be entitled to any Irrecoverable Debt Unit rebate unless, in the Calendar Year in which the Settlement Date for the Debt in respect of which an Irrecoverable Debt Unit has arisen, (Actual RGR x Rebate Player Duty Rate) is greater than Aggregate IA for that same Calendar Year and for the avoidance of doubt, if (Actual RGR x Rebate Player Duty Rate) is less than or equal to Aggregate IA for that same Calendar Year, the terms of clauses 6.3 to 6. 7 of this Schedule will not apply to either Irrecoverable Debts with a Settlement Date in that Calendar Year or Recovered Amounts in respect of such Irrecoverable Debts.

6.3 Maximum permitted rebates

Subject to clauses 6.2 and 6.6 of this Schedule, the Licensee will be entitled to a rebate in respect of any one Calendar Year for each Irrecoverable Debt Unit in respect of which the Settlement Date of the underlying Debt occurred in that Calendar Year, up to an aggregate amount equal to the Maximum Potential Rebate, irrespective of when the Debt in question is Certified and any such rebate will be paid to the Licensee at the times and on the terms specified in clause 6.4 of this Schedule and for the purposes of clause 6 of this Schedule, the Maximum Potential Rebate shall be an amount (if positive) equal to the lesser of:

(a) {(Actual RGR x Rebate Player Duty Rate) for that Calendar Year} minus {Aggregate IA for that Calendar Year}; and

(b) {(10% of Rebate Player Gross Revenue derived in that Calendar Year) divided by 10}.

6.4 Rebate

Payments for rebates permitted under the terms of clause 6 of this Schedule shall only be paid to the Licensee on the following terms:

(a) No rebate will be payable to the Licensee in respect oflrrecoverable Debt Units until the Calendar Year following the Calendar Year in which the Settlement Date of the underlying Debt for such Irrecoverable Debt Units occurred (or in any later Calendar Year) and shall be payable at the times, and on the terms, specified in this clause 6.4.

(b) Rebates, if payable under the terms of clause 6 of this Schedule, will be paid by the Treasurer to the Licensee in respect of:

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(i) all Irrecoverable Debt Units for each Debt the Settlement Date of which occurred in a previous Calendar Year, in respect of which the Authority has received .an Auditor's Confirmation; together with

(ii) an amount equal to additional Irrecoverable Debt Units not included amongst those referred to in clause 6.4(b )(i), arising where Debts, the Settlement Dates of which occurred in a previous Calendar Year, have been submitted to the Authority for Certification by 15 January of the

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Calendar Year in which payment is to occur and have been Certified unconditionally by the Authority pursuant to the terms of clause 5 of this Schedule, and that aggregate payment shall be made by the Authority at the direction of the Treasurer to the Licensee within 28 days after the later to occur of the date on which the Authority notifies the Licensee of its decision under clause 5.6 of this Schedule in respect of the last of the Debts submitted to it for Certification up to 15 January in that Calendar Year, or the date upon which the Auditor's Confirmation in respect of the last such Debt is provided to the Authority.

(c) Where the Licensee submits further Debts for Certification by the Authority in respect of any prior Calendar Year at any time up until the audited accounts of the Licensee are submitted to the Authority in any Calendar Year ("Further Debts"), the Authority shall consider each of those Further Debts for Certification as an Irrecoverable Debt and, subject to the rebate thresholds and caps specified in clause 6 of this Schedule, the Authority, at the direction of the Treasurer, shall pay to the Licensee an aggregate amount equal to the Irrecoverable Debt Units for each such Further Debt which the Authority Certifies and in respect of which the Authority receives an Auditor's Confirmation, within 28 days after the later to occur, in that Calendar Year, of:

(i) submission by the Licensee of its audited accounts to the Authority;

(ii) and the Authority's decision to Certify or reject Certification for the last of the Further Debts submitted to it for Certification.

(d) Other than pursuant to clauses 6.4(b) and (c) of this Schedule, or otherwise as a result of a decision of the Auditor General pursuant to clause 5 of this Schedule, no further rebate payments shall be made to the Licensee in respect of Rebate Player Duty during the course of any Calendar Year.

6.5 Identified Players

From the date a Rebate Player has become an Identified Player, no Irrecoverable Debt Units may be claimed in respect of any Debts incurred by that Identified Player after that date until that Identified Player's Irrecoverable Debt has been paid in full and Rebate Player Duty has been paid in respect of that Irrecoverable Debt.

6.6 Recovery of Irrecoverable Debts

(a)

(b)

(c)

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If an Irrecoverable Debt or part thereof is Recovered ("Recovered Amount"), the Licensee must notify the Treasurer and the Authority of that Recovered Amount and if a rebate has been paid in respect of that Irrecoverable Debt, Rebate Player Duty must be paid on that Recovered Amount.

If Rebate Player Duty is paid on a Recovered Amount under clause 6.6(a) of this Schedule, that Recovered Amount shall be deemed to form part of the Rebate Player Gross Revenue derived by the Licensee and the duty paid shall be deemed to comprise part of the Rebate Player Duty paid for the Calendar Year in which the Settlement Date for that Irrecoverable Debt occurred for the purposes contemplated in clause 6.6(c) of this Schedule.

The Licensee may include Rebate Player Duty paid on each Recovered Amount as Rebate Player Duty paid in respect of the Calendar Year in which the Settlement Date for the Irrecoverable Debt underlying that Recovered Amount occurred, for the purposes of clause 6.3 of this Schedule, and only on the following basis:

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(i) where an Irrecoverable Debt Unit arises and, by operation of clause 6.3 of this Schedule a rebate has been paid or will be paid, to the Licensee ("Calculated Rebate"), "Maximum Potential Rebate" for the purposes of each subsequent application of this clause 6 in respect of any other Irrecoverable Debt Units in respect of that same Calendar Year, shall be deemed to have been reduced by an amount equal to the Calculated Rebate; and

(ii) where the whole or part of an Irrecoverable Debt is Recovered, and Rebate Player Duty has been paid on the Recovered Amount, "Maximum Potential Rebate" for the purposes of each subsequent application of this clause 6 in respect of any other Irrecoverable Debt Units in respect of that same Calendar Year, shall be deemed to have been increased by an amount equal to the Recovered Amount divided by 10.

6.7 Rejection of Irrecoverable Debts·

(a) If the Licensee-has been paid a rebate in respect of an Irrecoverable Debt Unit, the Licensee must notify the Treasurer and the Authority if the Auditor's Confirmation in respect of the Debt underlying that Irrecoverable Debt Unit is withdrawn:

(b) If the Licensee has been paid a rebate in respect of an Irrecoverable Debt Unit then where:

(i) the Licensee incalculating its taxable income, does not claim an allowable deduction for the Debt underlying that Irrecoverable Debt Unit; or

(ii} · the Licensee subsequently amends its taxable income by not claiming an allowable deduction for the Debt underlying that Irrecoverable Debt Unit; or

(iii) the Commissioner of Taxation subsequently disallows the Licensee an allowable deduction for the Debt underlying that Irrecoverable Debt Unit,

the Licensee must notify the Treasurer and the Authority and must pay Rebate Player Duty in an amount equal to the rebate previously paid to the Licensee in respect of that Irrecoverable Debt Unit.

6.8 Suspension

If the operation of this Schedule is suspended in accordance with clause 10 of this Deed, the Licensee must immediately pay to the Authority:

(a)

(b)

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all, or such part of any Instalment Amount referred to in clause 3 of this Schedule in respect of the then current Calendar Year, which remains unpaid (if any), notwithstanding that such amount would not otherwise have fallen due for payment at that termination date; and

any Rebate Player Duty due and payable at that time under this Schedule, subject to clause 6.9 of this Schedule.

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7. GST Offset Payments

7 .I The Treasurer must pay GST Offset Payments to the Licensee, as calculated under the terms of, and at the times specified in, clause 7 of this Schedule.

7.2 The GST Offset Payments payable under this clause 7 for a Relevant Monthly Period will be equal to the amount of GST payable by the Licensee with respect to the Monthly Rebate Player Gross Revenue for that Relevant Monthly Period on the assumption that the Licensee is not a member of a GST group. The Licensee will try to minimise the Monthly Rebate Player Gross Revenue by taking advantage of all available reductions under the GST Act available in relation to Rebate Player Gross Revenue derived during the Relevant Monthly Period which, for the avoidance of doubt, means that the Licensee agrees that, in determining its GST liability, it will calculate its total monetary prizes in accordance with section 126-1 0( I)( a) and (b) of the GST Act.

7.3 For each Relevant Monthly Period, the Licensee must calculate the amount of the GST Offset Payment for that period. The Licensee must report the amount of the GST Offset Payment, and the calculations made by the Licensee under clause 7.2 of this Schedule, by notice in writing to the Authority within one calendar month of the end of the Relevant Monthly Period. At the same time, the Licensee must provide the Authority with full details of the Licensee's bad debts and recoveries, whether in relation to Rebate Players or otherwise (including the name and patron account number of the debtor, the date at which the debt was incurred, the date the debt was written off, the reason(s) for considering the debt as bad, and the details of any recoveries).

7.4 The Treasurer must pay to the Licensee the amount of the GST Offset Payment in respect of the Relevant Monthly Period, if any, not later than the 27th day of the following Monthly Period or not later than the 5th Business Day after receipt by the Authority of the notice in writing of the amount of the GST Offset Payment, whichever is the later.

7.5 The Licensee must make available to the Authority supporting documentation in relation to the Licensee's GST payment and supporting documentation in relation to the Licensee's calculations under clause 7.2 of this Schedule.

7.6 If at any time the Treasurer makes an overpayment under clause 7 of this Schedule, then the Licensee shall upon demand within 5 Business Days refund the amount of the overpayment to the Treasurer.

7. 7 If at any time the Treasurer makes an underpayment under clause 7 of this Schedule, then the Treasurer shall upon demand within 5 Business Days pay the amount of the underpayment to the Licensee.

7.8 If at any time there is any amendment to the GST Act, or any change in the interpretation of the GST Act, affecting (whether positively or negatively) the amount of GST payable by the Licensee, the parties agree to negotiate in good faith any necessary or reasonably required amendments (if any) to this Deed so that neither the Licensee nor the Treasurer shall be adversely affected. Nothing in this clause 7.8 shall oblige the Treasurer to pay the Licensee more in GST Offset Payments than the Licensee pays the Treasurer in Rebate Player Duty.

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Executed as a deed.

Signed sealed and delivered by the Honourable Michael Costa MLC for and on behalf of the State ofNew South Wales in the presence of:

Name of Witness in full

SIGNED, SEALED AND ) DELIVERED by CRAIG GARVIN

) as attorney for STAR CITY PTY LIMITED (ACN 060 510 410) under power of attorney dated 2 6 .;;,__, e zoot) in the presence of:

Name of witness (block letters)

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