Appendix 1: Glossary

Base Case Financial Model refers to the base case financial model agreed between the parties as at the date of Financial Close, as amended from time to time in accordance with section 14.4 of Chapter 14 (Payment provisions). The Base Case Financial Model typically includes all costs, revenues and payments between parties and all parameters and assumptions underlying these calculations.

Base Case Equity Return means the nominal after tax internal rate of return per annum as stated in the Base Case Financial Model at Financial Close.

Change in Control means a change:

(a) in the board of directors or decision making control influence;

(b) in the parties who are able to cast (or control the casting of) 20 percent or more of the votes at a general meeting; or

Change in Law has the meaning given to it in section 19.1 in Chapter 19 (Compliance with Law).

Compensation means the payment of compensation calculated in accordance with Chapters 16 (Compensation Events) and 17 (Compensation payable).

Compensation Events means those events which entitle the private party to Compensation in accordance with Chapter 16 (Compensation Events).

Completion occurs when the private party has constructed a facility to government's requirements and the facility is deemed suitable for occupation and use.

Conditions Precedent has the meaning given to that term in Chapter 2 (Conditions Precedent to Financial Close).

Contract Term means the period commencing on the date of execution of the project agreement and ending on the expiry date of the project agreement.

Control means, for the purposes of Chapter 28 (Change of ownership/Control), the ability or capacity to determine the outcome of decisions about the relevant entity's financial and operating policies.

Date for Completion means the contractual target date for Completion.

Date of Completion means the actual date Completion is certified to have been achieved.

Disclosed Information means all information and documentation provided by government to the private party in respect of the project, including the invitation for expression of interest and the Project Brief.

Environmental Law means the common law, statutes, regulations and other subordinate instruments relating to the environment (such as State environment protection policies and industrial waste management policies).

Environmental Notice means any direction, order, demand or other requirement to take any action or refrain from taking any action in respect of the project site or facility or its use:

(a) from any relevant authority;

(b) whether written or otherwise; and

in connection with any Environmental Law.

References to "Environmental Notice" include references to "Clean Up Notice" or such other equivalent notice under other jurisdictions' Environmental Laws.

Equity Return means the nominal after tax internal rate of return per annum which an initial equity investor is projected to receive as specified in the project agreement. In some jurisdictions, it will depend upon when the calculation is to be made. If the projection is made within a specified period (for example the first 5 years), it will be based upon the distributions in the Base Case Financial Model. If the projection is made after the specified period, it will be based upon a reasonable forecast of distributions to initial equity investors based on historical performance and current projected growth.

Event of Default means an event described in section 23.1 of Chapter 23 (Default), which if uncured, will entitle government to terminate the project agreement.

Financial Close means the date on which the last Condition Precedent is satisfied or waived and the obligations of each party to the project agreement becomes binding. See further Chapter 2 (Conditions Precedent to Financial Close).

Force Majeure Event has the meaning given to that term in section 20.1 in Chapter 20 (Force Majeure).

Good Industry Practice means the degree of skill, care, prudence, foresight and practice which would reasonably and ordinarily be expected from time to time of a skilled and experienced person, engaged in the same type of undertaking as that of the private party or its sub-contractors, under the same or similar circumstances.

High Risk Site has the meaning given to it in section 4.4.2(c) of Chapter 4 (Environmental issues and Site Conditions).

KPIs means "key performance indicators", being the financial or non-financial indicators used to measure progress or success of the private party during the operating term, on critical factors relevant to the project, and which will normally vary depending on the nature of the project.

Lifecycle Costs means those costs associated with maintenance, refurbishment and disposal of an asset over the duration of that asset's life, over and above those costs expended on initial capital acquisition and installation.

Loss has the meaning given to it in section 32.1.1 of Chapter 32 (Indemnities, warranties and contractual claims).

Low Risk Site has meaning given to it in section 4.4.2(b) of Chapter 4 (Environmental issues and Site Conditions).

Modification means a change to the project made in accordance with Chapter 18 (Modifications).

Output Specifications means government's minimum design and construction requirements. This is usually a set of documents prepared by government and included as part of the Project Brief . It will usually include technical specifications, architectural specifications, engineering specifications, design specifications and master plan principles. This set of documents may be defined by various names, including, "Technical Specifications", "Project Specifications", "Design Brief" and other variations.

Panel, for the purposes of Chapter 30 (Dispute resolution), has the meaning given to that term in section 30.1 of that Chapter.

Permitted Security Interest means a security interest to which government has provided its prior consent, or which is created under an agreement with government or a lien which arises solely by operation of law in the ordinary course of ordinary business.

Possible Key Risk Events means those events which entitle the private party to Relief. See further Chapter 15 (Relief for Possible Key Risk Events).

Probity Event has the meaning given to that term in section 37.2 of Chapter 37 (Probity).

Project Brief means government's request for tender issued to the market in respect of the project. This will usually include:

(a) general project information and instructions to bidders on the tender process;

(b) a commercial framework summary;

(d) the Output Specifications;

(e) draft Project Contracts (including the project agreement); and

(f) any other relevant information (such as site assessment reports to be provided to bidders (if any)).

Project Contracts means those Project Documents entered into between government and the private party in respect of the project, which usually include the project agreement, direct deeds with the private party's major sub-contractors and financiers, the independent verifier agreement (where such a verifier is engaged by the private party and government) and tenure documents (such as leases or licences).

Project Documents means all of the contracts entered into between government and the private party and the private party and its major sub-contractors and financiers in respect of the project.

Project Specific Change in Law has the meaning given to that term in section 19.3 of Chapter 19 (Compliance with Law).

Re-financing has the meaning given to that term in section 31.2 of Chapter 31 (Re-financing Gain).

Re-financing Gain has the meaning given to that term in section 31.5.1 of Chapter 31 (Re-financing Gain).

Relief means the method of redress negotiated by the parties in accordance with Chapter 15 (Relief for Possible Key Risk Events).

Returned Works has the meaning given to that them in section 10.5.2 in Chapter 10 (Construction and Completion).

Site Conditions includes all circumstances and conditions on, in, around and affecting, the land, whether latent or otherwise. See further Chapter 4.

Step-in Rights has the meaning given to that term in section 26.1.2 of Chapter 26 (Step-in).

Termination Date means the date on which the project agreement is terminated.

Termination Event has the meaning given to that term in section 24.2 of Chapter 24 (Termination).

Termination Payment means any payment made by government under Chapter 25, following termination of the project agreement.

Uninsurable Force Majeure Event has the meaning given to that term in section 20.3.2 in Chapter 20 (Force Majeure).

Voluntary Termination has the meaning given to that term in section 24.1.4 in Chapter 24 (Termination).

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115 Some jurisdictions may prefer to incorporate the Corporations Act definition of "Control".