Business Sale Agreement Employee Letter Compensation ...

Department of Infrastructure, Energy and Resources

Documents for the Business Sale Agreement

for the purchase of the Tasmanian rail business

Business Sale Agreement

Employee Letter

Compensation Fund Side Letter

Disclosure Letter

September 2009

10056523_7

CONFORMED COPY

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Business Sale AgreementDated 4 September 2009

Pacific National Pty Ltd (PN)Pacific National (Tasmania) Pty Ltd (PNT)PN Tas (Operations) Pty Ltd (PN Tas)PN Tas (Services) Pty Ltd (PN Tas Services) (together, Pacific National)

The Crown in Right of Tasmania (Buyer)

Mallesons Stephen JaquesLevel 50Bourke Place600 Bourke StreetMelbourne Vic 3000AustraliaT +61 3 9643 4000F +61 3 9643 5999DX 101 Melbournewww.mallesons.com

Business Sale AgreementContents

Mallesons Stephen Jaques10069799_5 business sale

Business Sale Agreement4 September 2009

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Details 1

General terms 3

1 Interpretation 3

1.1 Definitions 31.2 Definitions in RMMD 161.3 References to certain general terms 161.4 Next Business Day 181.5 Headings 181.6 Inconsistent agreements 18

2 Railway operations before Completion 18

2.1 Suspension of remedies – RMMD and Lease of Premises (Terminals) 18

2.2 Operational risk indemnity 182.3 Indemnity in relation to environmental contamination 192.4 Capital Works 192.5 Maintenance 202.6 Payment and disputes 202.7 Release by Seller 20

3 Acquisition of Business and Assets 21

3.1 Sale and purchase 213.2 Free from Encumbrance 213.3 Conditions precedent 21

4 Compensation fund arrangements in relation to the Melba Line 24

4.1 Background 244.2 Compensation Fund arrangements 244.3 Eligible Compensation Expenses 244.4 Valid Claims 254.5 Compensation Fund Records 254.6 Survey 254.7 No fettering of discretions 264.8 Consultation 264.9 Quarterly Reviews 264.10 Withdrawal from the Compensation Fund 26

5 Completion of the sale and purchase of the Business (including the Assets)26

5.1 Time and place of Completion 265.2 Prior to Completion 275.3 Seller’s obligations on Completion 275.4 Buyer’s obligations on Completion 295.5 Simultaneous actions at Completion 295.6 Post-Completion obligations 295.7 Post-Completion notices 305.8 Release in respect of RMMD and Lease of Premises

(Terminals) 30



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6 Agreement for sale and purchase of Melba Line Land, the Handling Facilities, Hellyer Spur Assets and other property 30

6.1 Agreement for sale and purchase 306.2 Completion 316.3 Indemnity 316.4 Mortgages, caveats and leases 316.5 Adjustments for rates and taxes 326.6 Exclusion of the Buyer’s right to object 326.7 Condition of the Melba Line Assets 326.8 Surrender of interest in Licensed Property 326.9 Private crossings on the Melba Line 33

7 Payment of the Purchase Price 33

7.1 Payment on Completion 337.2 Method of payment 33

8 Apportionment 33

8.1 Entitlement to income 338.2 Unpaid goods and services 348.3 Prepaid goods and services 34

9 GST 34

9.1 Consideration does not include GST 349.2 Recovery of GST 349.3 Time of payment 349.4 Adjustment of additional amount 349.5 Reimbursement 349.6 Sale of the Business (including the Assets) sale as a going

concern 359.7 Buyer’s right to elect treatment 359.8 Apportionments 35

10 Conduct of Business 35

10.1 Seller’s obligations 3510.2 Replacement of major Assets 3610.3 Replacement of major Assets - confiscation by a third party 3710.4 Replacement of major Assets - loss, theft, damage or

destruction 3810.5 Force Majeure Events 3910.6 Seller's obligation to assist Buyer 3910.7 Notice of change 3910.8 Transition of the Business 3910.9 Limitation on Seller’s conduct 4010.10 Location of Rolling Stock 40

11 Crown Representatives 40

11.1 Access to business premises, Records and the Assets 4011.2 Crown Representative undertaking 4111.3 Operation of RMMD not affected 4111.4 Nominated Buyer 41



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12 Lease of Premises (Terminals) 42

12.1 Assignment of Lease of Premises (Terminals) and release by Buyer 42

12.2 Payments after Completion 4212.3 Novation arrangements 4212.4 Indemnity from Buyer 4212.5 Seller’s obligations 4212.6 Indemnity from Seller 42

13 Technology Licence 43

13.1 Grant of licence 4313.2 Notification of assignment 4313.3 No commercial exploitation 4313.4 Termination of the licence 43

14 Employees 43

14.1 Offer of employment 4314.2 Buyer’s obligations 4414.3 Seller’s obligations 4414.4 Joint obligations 4514.5 Prior Service 4514.6 No solicitation 45

15 Contracts 45

15.1 Assignment or novation of Contracts 4515.2 Consent 4615.3 Consent to assignment 4615.4 Performance of Contracts by Seller 4615.5 Indemnity from Seller 4615.6 Performance of Contracts by Buyer 4615.7 Indemnity from Buyer 4715.8 Non-exclusive licence to use Seller’s contract templates 47

16 Risk 47

16.1 Seller remains owner 47

17 Liabilities 47

17.1 Liability of the parties 4717.2 Indemnities 49

18 Debtors 49

18.1 Collection of Book Debts 4918.2 Schedule of Book Debts 4918.3 Accounting for Book Debts 4918.4 Continue to collect 49

19 Use of the Seller’s name after Completion 49

19.1 Contract in name of Seller 4919.2 No use of name 4919.3 De-branding 49

20 Seller’s warranties and representations 50

20.1 Accuracy 50



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20.2 Matters disclosed 5020.3 Buyer’s acknowledgment 50

21 Buyer’s warranties 51

21.1 Buyer’s warranties 51

22 Limitations of Liability 52

22.1 Notice of Claims 5222.2 Third party Claims 5222.3 Consideration of Claims 5322.4 Defence of Claims 5322.5 Seller not liable 5322.6 Limits on Seller’s Liability 5422.7 Recovery 5422.8 Reduction in Purchase Price 5522.9 Time limit on Claims by the Buyer 5522.10 Minimum amount of Claims by the Buyer 5522.11 Maximum Liability of the Seller 5522.12 Obligation to mitigate 5622.13 Tax benefit 56

23 Default 56

23.1 Failure by a party to Complete 5623.2 Specific performance or termination 5623.3 Effect of termination 56

24 Confidentiality and privacy 57

24.1 Confidential Information 5724.2 Disclosure of Confidential Information 5724.3 Use of Confidential Information 5724.4 Excluded Information 5724.5 Delivery of materials 5824.6 Use and disclosure of Confidential Information related to the

Business by Buyer from Completion 5824.7 Application of this clause 5824.8 Post Completion 58

25 Confidentiality 59

26 Access to Records after Completion 59

26.1 Maintenance of Records 5926.2 Access 5926.3 Assistance 59

27 Costs and stamp duty 59

27.1 Legal costs 5927.2 Stamp duty 60

28 Notices and other communications 60

28.1 Form - all communications 6028.2 Form - communications sent by email 6028.3 Delivery 6028.4 When effective 60



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28.5 When taken to be received 6028.6 Receipt outside business hours 61

29 Assignment 61

29.1 No assignment 61

30 Miscellaneous 61

30.1 Discretion in exercising rights 6130.2 Partial exercising of rights 6130.3 No liability for loss 6130.4 Approvals and consents 6130.5 Conflict of interest 6130.6 Remedies cumulative 6230.7 Rights and obligations are unaffected 6230.8 Variation and waiver 6230.9 No merger 6230.10 Indemnities 6230.11 Further steps 6230.12 Entire agreement 6230.13 Construction 6230.14 Severability 63

31 Nomination 63

31.1 Nomination requirements 6331.2 Seller and Nominee Buyer bound by previous acts 63

32 Governing law, jurisdiction and service of process 64

32.1 Governing law 6432.2 Serving documents 64

33 Counterparts 64

Schedule 1 - Assets/Inventory 65

Schedule 2 - Form of Buyer’s Offer to Employees 142

Schedule 3 - Seller’s organisational structure 144

Schedule 4 - Warranties 147

Schedule 5 - Property Sub-Leases 153

Schedule 6 - Listed Material Contracts 154

Schedule 7 - Emu Bay Railway (Operation and Acquisition) Act 155

Schedule 8 – Transition Plan 157

Signing page 161

Annexure A - Support Agreement 163

Annexure B – Confidentiality Undertaking 172




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Details

Parties Seller and Buyer

Seller Group Name Pacific National Pty Ltd

ABN 39 098 060 550

Address Level 6, 15 Blue Street, North Sydney, NSW 2060

Fax +61 2 8484 8154

Email [email protected]

Attention General Counsel

Name Pacific National (Tasmania) Pty Ltd

ABN 11 079 371 305


Fax +61 2 8484 8154



Name PN Tas (Operations) Pty Ltd

ABN 46 078 295 468


Fax +61 2 8484 8154



Name PN Tas (Services) Pty Ltd

ABN 31 078 906 519




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Fax +61 2 8484 8154



Buyer Name The Crown in Right of Tasmania

ABN N/A

Address Level 10, 10 Murray Street, Hobart,Tasmania 7000

Fax +61 3 6233 3441


Attention Secretary, Department of Infrastructure Energy and Resources

Recitals A The Seller carries on the Business.

B The Seller has agreed to sell, and the Buyer has agreed to buy, the Business and associated assets on the following terms.

Governing law Tasmania

Date of agreement

See Signing page




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General terms

1 Interpretation

1.1 DefinitionsThese meanings apply unless the contrary intention appears.

Above Rail Assets means:

(a) the Rolling Stock used and formerly used in and on the Tasmanian Rail Network and the Melba Line listed in part A of Schedule 1 (“Assets/Inventory”);

(b) all equipment, tools, spare parts and other maintenance items and facilities used in connection with the repair and maintenance of the Rolling Stock referred to in paragraph (a) as at the date of this agreement;

(c) office supplies, all plant, equipment (other than Rolling Stock referred to in paragraph (a) above), motor vehicles, machinery, furniture, computer and communications hardware, leasehold improvements, fixtures and fittings and workshops used in connection with the Business as at the date of this agreement and includes the items listed in part C of Schedule 1 (“Assets /Inventory”); and

(d) items of the kind referred to in paragraphs (b) and (c) acquired by the Seller on or after the date of this agreement in the ordinary course of business for use in connection with the Business,

but excluding the Melba Line Assets and the Melba Line Inventory. In the case of spare parts and maintenance items in store as at the date of this agreement, the Seller may use those spare parts in the ordinary course of the Business from the date of this agreement until Completion and any parts and items so used will not be Above Rail Assets. However, the Seller must ensure that at Completion the spare parts inventory is at sufficient levels for the repair and maintenance of the Rolling Stock in accordance with good industry practice and any additional spare parts acquired as a result will be included as Above Rail Assets.

Acquisition Act means the Land Acquisition Act 1993 (Tasmania).

Active Fleet means the Rolling Stock that is in service as at the date of this agreement.

Affected Person means a person who immediately before Completion had any estate or interest in any Melba Line Assets pursuant to any Emu Bay Security, and for the avoidance of doubt, includes any trustee for the purposes of a mortgage debenture trust scheme created by any Emu Bay Security and anyone claiming through the trustee.


Business Sale Agreement4 September 2009_

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Assets means the Melba Line Assets, the Remaining Assets and the Residual Melba Line Inventory.

Authorised Officer means, in respect of a party, a director or secretary of the party or any other person appointed by the party to act as an Authorised Officer under this agreement.

Below Rail Assets means the facilities, rail and equipment used in connection with track maintenance activities on the Tasmanian Rail Network listed in part D of Schedule 1 (“Assets /Inventory”).

Bill has the meaning it has in the Bills of Exchange Act 1909 (Cwlth) and a reference to the drawing, acceptance or endorsement of, or other dealing with, a Bill is to be interpreted in accordance with that Act.

Book Debts means trade debts and other receivables owed to the Seller in respect of the Business at Completion and any notes and securities for them held by the Seller.

Burnie Lease means the lease between the Burnie Port Authority (now TasPorts) and The Emu Bay Railway Company Limited commencing on 6 April 1988 and subsequently assigned to the Seller.

Burnie Lease Land means the land described as “the Leased Area” in the Burnie Lease.

Business means the business of rail haulage and associated services, including maintenance, storage, loading and train control functions presently carried on in Tasmania by the Seller.

Business Day means a day other than a Saturday, Sunday or public holiday in Hobart, Tasmania.

Business Intellectual Property means all Intellectual Property Rights owned by the Seller and used exclusively in the Business and includes all of the Seller’s right, title and interest in the name “TasRail” (or any derivative of that name) but does not include any Intellectual Property Rights which constitute Licensed Intellectual Property or any registered business names used in connection with the Business (except “TasRail” (or any derivative of that name)).

Buyer’s Representatives means each Representative of the Department of Justice, the Department of Treasury and Finance, and the Department of Infrastructure Energy and Resources, in Tasmania, in each case directly involved in the negotiation of this agreement or in the carrying out of any due diligence in relation to the subject matter of this agreement.

Capital Works means works undertaken on land, infrastructure, machinery, Rolling Stock or facilities which are not included in the scheduled maintenance program of the Business.

Claim means any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Compensation Fund has the meaning in clause 4.2(b) and:



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(a) includes all accretions to that fund pending its distribution; and

(b) where the context requires, means the balance of the fund from time to time.

Completion means completion of the sale and purchase of the Business (including the Assets) in accordance with clause 5 (“Completion”) and Complete has a corresponding meaning.

Completion Date means 30 November 2009, or any other date agreed in writing by the Seller and the Buyer.

Completion Time has the meaning given in clause 3.1(a).

Confidential Information means all Information disclosed to the Receiving Party or any Related Body Corporate or Representative of the Receiving Party, under or in connection with this agreement, including:

(a) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Disclosing Party or any of its Related Bodies Corporate;

(b) information derived or produced partly or wholly from the Information including any calculation, conclusion, summary or computer modelling; and

(c) information which is capable of protection at law or equity as confidential information,

whether the Information was disclosed:

(d) orally, by observation, in writing or in electronic or machine readable form;

(e) before, on or after the date of this agreement;

(f) as a result of discussions between the parties concerning or arising out of the acquisition of the Business (including the Assets); or

(g) by the Disclosing Party or any of its Representatives, any of its Related Bodies Corporate, any Representatives of its Related Bodies Corporate or by any third person.

For the avoidance of doubt, this agreement is not Confidential Information.

Confidentiality Deed means the deed between the Buyer and Asciano Limited ABN 26 123 652 862, dated 5 May 2009.

Contracts means:

(a) the Listed Material Contracts;

(b) contracts and commitments entered into by the Seller in the ordinary course of conducting the Business before the date of this agreement; and

(c) contracts and commitments entered into by the Seller in the ordinary course of conducting the Business between the date of this agreement



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and Completion and which (in the case of New Material Contracts) the Buyer has consented to in writing in accordance with clause 10.1(“Seller’s obligations”),

and in each case which are not fully performed as at Completion, but excludes:

(d) any Undisclosed Material Contract;

(e) the software licensed to the Seller or any of its Related Bodies Corporate for Microsoft applications;

(f) any contracts under which the Seller may hold a real property interest in respect of the Melba Line (which for the avoidance of doubt are dealt with pursuant to clause 6 (“Agreement for sale and purchase of Melba Line Land, the Handling Facilities, Hellyer Spur Assets and other property”);

(g) any agreement between the Seller and any of its Related Bodies Corporate; and

(h) any agreement which the parties agree to deal with under the Support Agreement.

Contribution has the meaning given in clause 4.2(a).

Corporations Act means the Corporations Act 2001 (Cwlth).

Crown Representatives has the meaning given in clause 11.1(a).

Data Room means the electronic data room hosted by Deacons during the period from 20 April 2009 to the date of this agreement, the indices for which have been attached to the Disclosure Letter.

Details means the section of this agreement headed “Details”.

Determination means, solely in the context of a Valid Claim:

(a) Settlement;

(b) the final decision of a binding arbitrator;

(c) the final decision of a Court and the lapsing of any period during which an appeal therefrom could be made; or

(d) the lapsing or withdrawal of a notice to treat issued in relation to the Valid Claim,

and Determine has a corresponding meaning.

Disclosing Party means the party disclosing Confidential Information.

Disclosure Letter means the letter dated on or before the date of this agreement and given to the Buyer by the Seller prior to the signing of this agreement, which contains disclosures in respect of the Warranties.

Disclosure Material means:



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(a) all of the information and material which was contained in the Data Room on 20 April 2009;

(b) the matters specifically disclosed in the Disclosure Letter; and

(c) any other information or material not contained in that Data Room but provided in writing to a Buyer’s Representative by the Seller or a Seller’s Representative after 20 April 2009 but prior to the signing of this agreement.

Due Diligence means the enquiries and investigations into the Assets and the Business carried out by the Buyer and its Representatives.

Eligible Compensation Expenses has the meaning given in clause 4.3 (“Eligible Compensation Expenses”).

Environmental Law means any law relating to the environment, including, laws relating to land use, development, heritage protection, pollution, waste disposal, toxic and hazardous substances, conservation and/or resources.

Employees means all the employees of PN Tas (Services) Pty Ltd comprising:

(a) the employees listed in the Employee Letter employed by PN Tas (Services) Pty Ltd as at the date of this agreement; and

(b) employees of PN Tas (Services) Pty Ltd employed after the date of this agreement as permitted by this agreement.

Employee Letter means the letter dated on or about the date of this agreement, given by the Seller to the Buyer and marked “Employee Letter”, listing each Employee as at the date of this agreement and describing their employment details.

Emu Bay Debenture Claim means a claim for compensation by an Affected Person under the Emu Bay Railway (Operation and Acquisition) Act.

Emu Bay Security means each mortgage, charge or other encumbrance granted by Emu Bay Railway Company, or any predecessor in title, that affects any Melba Line Asset immediately before Completion and includes:

(a) ASIC Charge No. 245871;

(b) ASIC Charge No. 340579;

(c) the mortgage debenture scheme created by Indenture No. 11/955 registered in the Land Titles Office (Hobart) and each security granted under that scheme; and

(d) the mortgage debenture scheme created by Indenture No. 16/9070 registered in the Land Titles Office (Hobart) and each security granted under that scheme.

Emu Bay Railway Acts means the following Acts applicable to the conduct of railway operations in respect of the Melba Line:

(a) the Burnie to Waratah Railway Act 1939 (Tasmania);



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(b) the Emu Bay Railway Act 1965 (Tasmania);

(c) the Van Diemen’s Land Company’s Waratah and Zeehan Railway Act 1895 (Tasmania);

(d) the Van Diemen’s Land Company’s Waratah and Zeehan Railway Act 1896 (Tasmania); and

(e) the Van Diemen’s Land Company’s Waratah and Zeehan Railway Act 1948 (Tasmania).

Emu Bay Railway Company means The Emu Bay Railway Company Limited ABN 45 009 475 790.

Emu Bay Railway (Operation and Acquisition) Act means the legislation (however titled) enacted, or to be enacted, by the Parliament of Tasmania in satisfaction of the condition precedent in clause 3.3(a)(i).

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power, or flawed deposit arrangement; or

(b) an arrangement for the retention of title; or

(c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Excluded Assets means cash at bank, insurance policies owned by the Seller and the benefit of any Claims under them, money owed by trade debtors and other receivables, safety health and environment systems, and Statutory Licences which are not capable of being assigned or transferred by the Seller to the Buyer.

Excluded Claims means any Claims in relation to clauses 2.4 (“Capital Works”) 2.5 (“Maintenance”), 4 (“Compensation fund arrangements in relation to the Melba Line”), 5.6(a), 5.8 (“Release in respect of RMMD and Lease of Premises (Terminals)”), 6.3 (“Indemnity”), 12.5 (“Seller’s Obligations”), 12.6 (“Indemnity from Seller”), 13 (“Technology Licence”), 14.3 (“Seller’s obligations”), 15.4(“Performance of Contracts by Seller”), 15.5 (“Indemnity from Seller”), 17(“Liabilities”) and 24.8 (“Post Completion”).

Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the Disclosing Party or any Related Body Corporate of the Disclosing Party;

(b) the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Related Bodies Corporate or Representatives



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(unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the Receiving Party acquires from a source other than the Disclosing Party or any Related Body Corporate or Representative of the Disclosing Party where such source is entitled to disclose it.

First Party has the meaning given in clause 22.1 (“Notice of Claims”).

Force Majeure Event means any cause outside the reasonable control of the affected party (other than an obligation to pay money) and which could not have been prevented or avoided by that party taking all reasonable steps having regard to good industry practice and the importance, in the case of the Seller, of maintaining continuity of railway operations.

General Acquisition Claim means a claim for compensation which arises in connection with the Buyer’s acquisition of Private Land under the Acquisition Act for the purpose of obtaining title to the railway corridor which is occupied by the Melba Line.

General Law Land means the whole of the land last conveyed by conveyance between Emu Bay Railway Company and PN Tas (Operations) Pty Ltd (then known as Tasrail Pty Ltd) dated 1 August 2000, which is registered under the Registration of Deeds Act 1935 (Tasmania) as deed no. 72/4769.

Goodwill means the goodwill of the Business including the exclusive right of the Buyer to represent itself as carrying on the Business as the successor to the Seller.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GST means a goods and services or similar tax imposed in Australia.

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

Handling Facilities has the meaning given to it in the Burnie Lease.

Hellyer Spur Assets means any and all rights, interest and title of the Seller inthe land and railway infrastructure known as the Hellyer Spur railway line at the date of this agreement.

HOA means the Heads of Agreement between the parties dated 30 June 2009.

HOA Date means the date of the HOA being 30 June 2009.

Information means all information regardless of its Material Form relating to or developed in connection with:

(a) the business, technology or other affairs of the Disclosing Party or any Related Body Corporate of the Disclosing Party; or

(b) any systems, technology, ideas, concepts, know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including computer software, manufacturing processes or other information embodied in drawings or specifications),



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intellectual property or any other information which is marked “confidential” or is otherwise indicated to be subject to an obligation of confidence owned or used by or licensed to the Disclosing Party or a Related Body Corporate of the Disclosing Party.

Input Tax Credit has the meaning it has in the GST Act.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Interest Rate means the average mid rate for 30 day Bills as displayed on the "BBSW" page of the Reuters Monitor System from time to time. However, if the average mid rate is not displayed by 10.30am on that day, or if it is displayed but there is an obvious error in that rate, Interest Rate means the rate set by the Buyerin good faith at approximately 10.30am on that day, having regard, to the extent possible, to the mid rate of the rates otherwise bid and offered for 30 day Bills at or around that time.

Land Titles Act means the Land Titles Act 1980 (Tasmania).

Lease of Premises (Terminals) means the lease between the Minister administering the Crown Lands Act 1976 (Tasmania) (being the Honourable David Edward Llewellyn) and Pacific National (Tasmania) Pty Ltd commencing on 1 January 2007.

Liability means any liability or obligation (whether actual, contingent or prospective) including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred but excluding liability for any consequential or indirect losses, economic losses or loss of profits.

Licensed Intellectual Property means Intellectual Property Rights licensed to the Seller under an agreement or arrangement under which the Seller obtains a right to use Intellectual Property Rights or to use technology services (such as development, maintenance, support, management, disaster recovery) in relation to the Business.

Licensed Property means the Crown land which was the subject of leases dated on or about 22 May 1998 between The Honourable Thomas John Cleary as the Minister administering the Van Diemen’s Land Company’s Waratah and Zeehan Railway Act 1985 (Tasmania) and Emu Bay Railway Company, being:

(a) all that corridor of Crown land located running from the southern boundary of the Surrey Hills Block to Melba Flats and a 3.5 km corridor known as the Hellyer Spur Line, and comprising the Emu Bay Railway containing 112 hectares or thereabouts; and

(b) a parcel of 9.8 hectares of Crown land situated at Melba Flats.

Listed Material Contracts means the contracts and arrangements listed in Schedule 6 (“Listed Material Contracts”).



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Loss means all damage, loss, cost, Claim, Liability and expense (including legal costs and expenses) of whatsoever nature or description but excluding any consequential or indirect losses, economic losses or loss of profits.

Material Form includes any form (whether visible or not) of storage from which reproductions can be made.

Material Warranty means each of Warranties 1 to 7, and Warranties 8(a) to (c)and 8(f) in Schedule 4 (“Warranties”).

Melba Line means the railway from Burnie to Melba Flats known as “the Melba Line” operated by the Seller as at the date of this agreement including the Hellyer Spur Assets, if any.

Melba Line Assets means the Melba Line and the Handling Facilities (the Melba Line and the Handling Facilities being comprised of those assets listed in part E of Schedule 1 (“Assets /Inventory”)), and the Melba Line Land, but does not include any Melba Line Inventory.

Melba Line Assets Purchase Price means $6 million.

Melba Line Inventory means all stock in trade (including rail, sleepers, spares and consumables for the Melba Line and the Handling Facilities) and other items listed in part B of Schedule 1 (“Assets/Inventory”) in use or intended for use in connection with the Melba Line or the Melba Line Assets as at the opening of business on the date of Completion.

Melba Line Land means the Torrens Land and the General Law Land.

Monthly Burnie Rental means the monthly rent payable by Pacific National to TasPorts for each month during the 2008/2009 financial year.

New Material Contract means a contract or commitment of the Seller:

(a) entered into by the Seller as a supplier or a recipient of a supply;

(b) having a term that extends beyond Completion; and

(c) which:

(i) is incapable of being lawfully terminated by the Seller (or an assignee of the Seller) as of right on the giving of not more than one month’s notice in writing to the other party; or

(ii) on termination requires the Seller (or an assignee of the Seller) to pay any penalty or compensation to the other party,

and which required or requires any party to pay any amount or amounts to the other party exceeding $50,000.

Patent means patent number 1999031272 (Method and device for releasing adhesive material from a support surface).

Permitted Encumbrances means:

(a) all encumbrances noted on the certificates of title to the Torrens Land as at the date of this agreement except for mortgages, caveats or



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encumbrances (within the meaning of section 3(1) of the Land Titles Act);

(b) each Emu Bay Security and any estate or interest in any Melba Line Asset pursuant to any Emu Bay Security;

(c) all easements and restrictive covenants (if any) affecting the Melba Line Land and which were in force as at the date of this agreement;

(d) any statutory easements and rights under legislation relating to the supply of any service;

(e) the reservations, exceptions and conditions (if any) in the Crown grant that relates to the Melba Line Land; and

(f) all laws that affect or restrict the use of Melba Line Land including Environmental Laws and laws relating to building, development and/or heritage protection.

Prepayment means an amount paid in advance by the Seller in respect of land tax, council rates, goods, services or other benefits which will be received by the Buyer in respect of the Business after Completion, to the extent that it relates to the period after Completion. However, a Prepayment does not include an amount paid by the Seller for goods, services or other benefits where:

(a) the contract or arrangement in relation to those goods, services or other benefits was not made in the ordinary course of the Business on an arm’s length commercial basis unless the Buyer has agreed in writing to adopt that contract or arrangement or otherwise to take the benefit of the goods, service or benefit the subject of that contract or arrangement; or

(b) the amount paid by the Seller is materially greater than the market value for such goods, services or other benefits.

Prior Service means the period of service (including any period of service with an employer prior to the Seller which is deemed by law or contract to be service with the Seller) which a Transferring Employee has had with the Seller before and continuous with the commencement of employment with the Buyer.

Private Land means land which is not:

(a) Crown land; or

(b) land for which the Seller has legal title as at the date of this agreement.

Property Sub-Leases means the sub-leases and licences described in Schedule 5(“Property Sub-Leases”) and any further sub-lease or licence made by the Seller after the date of this agreement and to which the Buyer has consented in writing.

Quarterly Review means a meeting between the Seller and the Buyer pursuant to clause 4.9 (“Quarterly Reviews”).

Quarterly Review Date means 28 February, 30 May, 30 August and 30 November in any calendar year, until the balance of the Compensation Fund is nil or every Valid Claim has been Determined.

Receiving Party means the recipient of Confidential Information.



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Records means originals and copies, in any Material Form, of all books, files, reports, records, correspondence, documents and other material of or relating to or used in connection with the Business or the Assets and includes:

(a) sales literature, market research reports, brochures and other promotional material (including printing blocks, negatives, sound tracks and associated material);

(b) all sales and purchasing records, contracts, designs and working papers;

(c) lists of all regular suppliers and customers;

(d) spreadsheets, financial models and other business, financial or technical tools, records and documents; and

(e) drawings, plans, specifications, maps and diagrams.

Where a Record relates only partially to the Business or the Assets, a sufficient Record for the purposes of this agreement will be an extract of that part of the Record that relates to the Business or the Assets.

Recovered Sum means any amount recovered by the Buyer under clause 22.7(“Recovery”).

Registered Interest has the meaning given in clause 6.4 (“Mortgages, caveats and leases”).

Registrable Transfer means a transfer which together with any applications, transfers, instruments or declarations tendered at Completion is immediately registrable (after stamping) in accordance with the Land Titles Act.

Related Body Corporate has the meaning it has in the Corporations Act.

Relevant Period means the period beginning on the HOA Date and ending on Completion or the termination of this agreement, whichever first occurs.

Remaining Assets means the following assets (other than Excluded Assets):

(a) Goodwill;

(b) Above Rail Assets;

(c) Below Rail Assets;

(d) Tasmanian Rail Network Inventory;

(e) Business Intellectual Property;

(f) Property Sub-Leases;

(g) if not surrendered at Completion in accordance with this agreement, the Lease of Premises (Terminals);

(h) Contracts;

(i) Records; and



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(j) Statutory Licences which are capable of being assigned or transferred by the Seller to the Buyer.

Remaining Assets Purchase Price means $26 million, which includes $1.00 attributable to Goodwill.

Representative of a party includes an employee, agent, officer, director, auditor, adviser, partner, associate, consultant, joint venturer, contractor or sub-contractor of that party or of a Related Body Corporate of that party.

Residual Melba Line Inventory means the Melba Line Inventory that has not been paid for by the Buyer on or before Completion.

Residual Melba Line Inventory Purchase Price means the price for the Residual Melba Line Inventory as specified in Part B of Schedule 1 (“Assets/Inventory”).

RMMD means the Rail Management and Maintenance Deed between Pacific National (Tasmania) Pty Ltd, PN Tas (Operations) Pty Ltd, Pacific National Pty Ltd and the Buyer dated 1 January 2007.

Rolling Stock means a vehicle (whether or not self propelled) that operates on or uses a railway line, including a locomotive, light inspection vehicle, road/rail vehicle, trolley, wagon, and passenger carriage.

Safety Accreditation means any accreditation required under the Rail Safety Act 1997 to carry on railway operations on the Tasmanian Rail Network or the Melba Line.

Second Party has the meaning given in clause 22.1 (“Notice of Claims”).

Seller means each of Pacific National Pty Ltd, Pacific National (Tasmania) Pty Ltd, PN Tas (Operations) Pty Ltd and PN Tas (Services) Pty Ltd.

Seller’s Representatives means each Representative of the Seller directly involved in the negotiation of this agreement or in the collation or provision of any Disclosure Material in relation to the subject matter of this agreement, and any director or company secretary of the Seller.

Settlement means any payment made by the Buyer in response to a Valid Claim other than as a result of binding arbitration or by order of a Court.

Statutory Licences means all licences, consents, rights, permits and certificates relating to any aspect of the Business issued by any Government Agency.

Support Agreement means the agreement in the form set out in Annexure A(“Support Agreement”), or such other form (if any) as the Buyer and the Seller agree in writing after the date of this agreement.

Survey has the meaning given to it in clause 4.6(a).

Tasmanian Rail Network has the meaning given in the RMMD.

Tasmanian Rail Network Inventory means stock in trade (including rail, sleepers, spares and consumables) in use or intended for use in connection with the Tasmanian Rail Network as at the opening of business on Completion,



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including items owned by the Seller which are in transit to the Seller or are not presently located in Tasmania.

TasPorts means the Tasmanian Ports Corporation Pty Ltd ABN 82 114 161 938.

Tax Invoice has the meaning it has in the GST Act.

Technology means the method and device for releasing adhesive material that is the subject of the Patent.

Torrens Land means the whole of the land contained in:

(a) Certificates of Title Volume 155580 Folios 1, 2, 3 and 4;

(b) Certificate of Title Volume 131919 Folio 5;

(c) Certificate of Title Volume 131942 Folio 2;

(d) Certificate of Title Volume 136562 Folio 1;

(e) Certificate of Title Volume 130810 Folio 1;

(f) Certificates of Title Volume 65296 Folios 1, 2, 3 and 4;

(g) Certificate of Title Volume 130449 Folio 1;

(h) Certificate of Title Volume 130445 Folio 1; and

(i) Certificate of Title Volume 130448 Folio 1.

Total Purchase Price means the aggregate of the Melba Line Assets Purchase Price, the Remaining Assets Purchase Price and the Residual Melba Line Inventory Purchase Price.

Trade Practices Act means the Trade Practices Act 1974 (Cwlth).

Transferring Employees means those Employees who accept the Buyer’s offer of employment made under clause 14.1 (“Offer of employment”).

Transition Period has the meaning given in clause 10.8 (“Transition of the Business”).

Transition Plan means all of the Transition Programs.

Transition Program means any of the following:

(a) the Information Technology Transition Program;

(b) the Financial Systems Transition Program;

(c) the Safety Management System Transition Program;

(d) the Regulatory/Legal/Business Requirements Transition Program;

(e) the Employment/Human Resource Transition Program;

(f) the Customer Management Transition Program;



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(g) the Supplier Management Transition Program; and

(h) the Employee Training Transition Program,

as set out in Schedule 8 (“Transition Plan”), each such program being a description of the steps to be taken by the Buyer and the Seller prior to the date of Completion to facilitate (subject to the Support Agreement) as seamless a transition of the Business from the Seller to the Buyer as possible.

Undisclosed Material Contract means a contract or commitment of the Seller:

(a) entered into by the Seller as a supplier or a recipient of a supply;

(b) which was not fully disclosed in the Disclosure Material;

(c) having a term that extends beyond Completion; and

(d) which:

(i) is incapable of being lawfully terminated by the Seller (or an assignee of the Seller) as of right on the giving of not more than one month’s notice in writing to the other party; or

(ii) on termination requires the Seller (or an assignee of the Seller) to pay any penalty or compensation to the other party,

and required or requires any party to pay any amount or amounts to the other party exceeding $50,000.

Valid Claim means:

(a) an Emu Bay Debenture Claim which has been lodged with the Buyer in accordance with the Emu Bay Railway (Operation and Acquisition) Act; or

(b) a General Acquisition Claim in respect of which the Buyer has issued a notice to treat, which has not lapsed or been withdrawn, before the first anniversary of Completion.

Valid Claimant means a claimant in respect of a Valid Claim.

Warranties means the warranties and representations in this agreement including clause 20 and set out in Schedule 4 (“Warranties”) and Warranty has a corresponding meaning.

1.2 Definitions in RMMDIf a capitalised term is not defined in this agreement, the term has the meaning given to it in the RMMD unless the context requires otherwise.

1.3 References to certain general termsUnless the contrary intention appears a reference in this agreement to:

(a) (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this agreement;



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(b) (variations or replacements) a document (including this agreement) includes any variation or replacement of it;

(c) (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) (singular includes plural) the singular includes the plural and vice versa;

(e) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association or any Government Agency;

(f) (executors, administrators, successors) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(g) (two or more persons) an agreement, representation or Warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(h) (jointly and individually) an agreement, representation or Warranty by two or more persons binds them jointly and each of them individually;

(i) (dollars) Australian dollars, dollars, $ or A$ is a reference to the lawful currency of Australia.

(j) (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

(k) (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l) (reference to a month) a month is to be interpreted as the period of time commencing on the first day of a calendar month and ending on the last day of that calendar month;

(m) (accounting terms) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;

(n) (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(o) (meaning not limited) the words “include”, “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and

(p) (time of day) time is a reference to Hobart, Tasmania time.



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1.4 Next Business DayIf an event must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

1.5 HeadingsHeadings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this agreement.

1.6 Inconsistent agreementsIf a provision of this agreement is inconsistent with a provision of the RMMD, the provision of this agreement prevails.

2 Railway operations before Completion

2.1 Suspension of remedies – RMMD and Lease of Premises (Terminals)(a) Subject to clause 2.1(b), in respect of the Relevant Period, neither the

Buyer nor the Seller will bring any claim or initiate any dispute or proceedings against the other in connection with the RMMD or Lease of Premises (Terminals), rely on any indemnity provided by the other under the RMMD or the Lease of Premises (Terminals), or issue a notice of Trigger Event to the other under the RMMD.

(b) Clause 2.1(a) does not limit a party’s right:

(i) to enforce this agreement (including, without limitation, the Buyer’s right to enforce the Seller’s obligation to carry on the Business between the date of this agreement and Completion or the termination of this agreement, whichever first occurs);

(ii) to bring a claim in respect of payment for services rendered;

(iii) to enforce the RMMD or Lease of Premises (Terminals), or bring a claim for damages, in respect of any deliberate or wilful material breach of the RMMD or Lease of Premises (Terminals) by the other party occurring during the Relevant Period.

2.2 Operational risk indemnity(a) The Buyer indemnifies the Seller against all costs and expenses

reasonably incurred by the Seller in connection with the restoration or temporary substitution of railway services following any track-related incident on the Tasmanian Rail Network or the Melba Line during the Relevant Period, except to the extent such track related incident was caused by the Seller’s negligence or wilful misconduct.

(b) The maximum amount payable by the Buyer to the Seller under the indemnity in clause 2.2(a) is $2 million less any amount paid by the Buyer to the Seller under clause 14 (“Risk”) of the HOA.

(c) The Seller must:



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(i) notify the Buyer in writing as soon as practicable, and in any event not later than 10 Business Days after the end of the Relevant Period, of any track related incident occurring during the Relevant Period that may give rise to a claim under the indemnity in clause 2.2(a);

(ii) if requested by the Buyer on reasonable notice, permit the Buyer to inspect the site of any track related incident; and

(iii) if requested by the Buyer, give to the Buyer reasonable evidence to substantiate the costs and expenses incurred by the Seller in relation to a track related incident.

2.3 Indemnity in relation to environmental contaminationThe Buyer indemnifies the Seller for all claims brought by TasPorts against the Seller in respect of any environmental contamination related to the use of the Burnie Lease Land, except to the extent such contamination was caused after the HOA Date by the Seller’s negligence or wilful misconduct.

2.4 Capital Works(a) The Capital Works program will be developed by the Seller in

conjunction with the Crown Representatives in respect of the matters set out in clause 2.4(d).

(b) All Capital Works undertaken during the Relevant Period:

(i) will be in accordance with the Capital Works program referred to in clause 2.4(a); and

(ii) may only be undertaken, or caused to be undertaken, by the Seller.

(c) Subject to paragraph (b), during the Relevant Period, the Seller will perform the Capital Works to the same standard as if it were required to perform them under the RMMD unless the Buyer requests in writing that the Seller stop or delay such work.

(d) The Buyer will pay for or reimburse (or, at the Buyer’s discretion, pay in advance) the Seller for all Capital Works performed by the Seller or its nominee in connection with:

(i) operations on the Melba Line and at Burnie Wharf (including the Handling Facilities) during the Relevant Period, up to a maximum of $2.5 million; and

(ii) all other operations related to the Rolling Stock and all equipment and facilities used in connection with maintenance of that Rolling Stock during the Relevant Period up to a maximum of $1.8 million (including for repairs required as the result of any derailment that occurred on the Tasmanian Rail Network during the period beginning 1 December 2008 and ending on the HOA Date, provided the amount paid that is attributable to such repairs does not exceed $900,000).



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2.5 Maintenance(a) All maintenance activities undertaken during the Relevant Period in

accordance with clause 2.5(b), will be in accordance with the maintenance program developed by the Seller in conjunction with the Crown Representatives.

(b) During the Relevant Period, the Seller will maintain the Melba Line Assets to the same standard as if it were required to maintain them under the RMMD, and the Buyer will reimburse the Seller for all maintenance up to a maximum of $1 million.

(c) To avoid doubt, any amounts paid by the Buyer to the Seller pursuant to this clause 2.5 (“Maintenance”) form part of the Crown’s Maintenance Contribution with respect to the Relevant Period.

(d) There must not be a reduction in the amount of the Crown’s Maintenance Contribution as determined in accordance with clause 4.3 of the RMMD, with respect to the Relevant Period.

2.6 Payment and disputes(a) The parties acknowledge that for any:

(i) Capital Works undertaken in accordance with clause 2.4(“Capital Works”); or

(ii) maintenance undertaken in accordance with clause 2.5(“Maintenance”),

by the Seller or its nominee in accordance with this clause 2 (“Railway operations before Completion”), the Buyer must pay to the Seller the costs for undertaking those activities monthly in arrears. The Buyer has 30 days from receipt of an invoice to verify the works detailed in the invoice and make payment. Payment to the Seller may not be withheld on the basis that there is disagreement about whether the activities were required or appropriate.

(b) If a party advises that there is a dispute between the Seller and the Buyer in connection with payment under this clause 2 (“Railway operations before Completion”), or any amount invoiced by the Seller under this clause 2 (“Railway operations before Completion”) is not paid within 30 days of receipt of the invoice (including where the dispute arose before the date of this agreement), the Secretary of the Department of Infrastructure, Energy and Resources and the Divisional General Manager, Pacific National Intermodal are appointed as joint arbiters of the dispute, and their decision is final and binding.

(c) The Seller grants to the Buyer (and the Crown Representatives) access to the Melba Line Assets and Rolling Stock for the purposes of verifying the works under clause 2.6(a).

2.7 Release by SellerThe Seller releases the Buyer from all Claims by the Seller in connection with all derailments on the Tasmanian Rail Network that occurred prior to 30 June 2009. This release survives the termination of this agreement.



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3 Acquisition of Business and Assets

3.1 Sale and purchase(a) The Seller agrees to sell and the Buyer agrees to purchase all of the

Seller’s right, title and interest in the Business with effect from 11.59pm on the date of the Completion (“Completion Time”), including:

(i) the Melba Line Assets, for the Melba Line Assets Purchase Price;

(ii) the Remaining Assets, for the Remaining Assets Purchase Price; and

(iii) the Residual Melba Line Inventory for the Residual Melba Line Inventory Purchase Price,

on the terms and conditions of this agreement.

(b) Nothing in this clause limits the obligation of the Seller to provide title in accordance with another provision of this agreement, or otherwise limits the Warranties.

(c) Nothing in this clause requires the Buyer to assume any liability in relation to the Business except to the extent expressly set out in this agreement.

3.2 Free from EncumbranceThe Business (including the Assets) must be transferred to the Buyer free from any Encumbrance other than the Permitted Encumbrances.

3.3 Conditions precedent(a) The following matters are conditions precedent to the Buyer’s purchase

of the Business (including the Assets):

(i) not later than 31 October 2009 the Parliament of Tasmania enacts legislation in relation to the Melba Line Assets and railway operations on the Melba Line in the manner described in Schedule 7 (“Emu Bay Railway (Operation and Acquisition)Act”) which is reasonably acceptable to the Buyer and the Seller;

(ii) not later than 31 October 2009 the Parliament of Tasmania enacts legislation ratifying this agreement and appropriating money necessary for the purchase of the Business (including the Assets) in accordance with the terms of this agreement;

(iii) there is no subsisting material breach of this agreement or any Material Warranty by the Seller on Completion;

(iv) that by no later than 31 October 2009 at least 75% of the Employees agree to become employees of the Buyer on and from Completion;



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(v) immediately prior to the Completion Date at least 80% (in aggregate) of the Active Fleet is:

(A) available for normal railway operations;

(B) undergoing routine maintenance; or

(C) undergoing maintenance due to a track related incident; and

(vi) that by no later than 30 September 2009, in respect of each Listed Material Contract, the Buyer, the Seller and each other party to that Listed Material Contract enters into a novation agreement pursuant to which, with effect on Completion:

(A) the Buyer assumes the Seller’s rights and obligations under the Listed Material Contract which relate to any period after Completion;

(B) the Seller is released from liability under the Listed Material Contract in respect of any matter or thing occurring after Completion;

(C) the other party to the Listed Material Contract confirms that:

(aa) the terms of the Listed Material Contract and that it is continuing; and

(ab) there are no then existing facts or matters which entitle the other party to terminate or cancel the Listed Material Contract.

(b) For the avoidance of doubt, for the purposes of a condition precedent in this clause 3.3 (“Conditions Precedent”), legislation is enacted upon the commencement of all parts of the legislation required to satisfy the condition precedent.

(c) The condition precedent in clause 3.3(a)(i) is for the benefit of the Buyer and the Seller and cannot be waived without written consent of both parties. The conditions precedent in clauses 3.3(a)(ii) to 3.3(a)(vi) are for the benefit of the Buyer. The Buyer may waive the benefit of a condition precedent in clauses 3.3(a)(ii) to 3.3(a)(vi) by notice in writing to the Seller on or before the due date for the satisfaction of that condition precedent (or, if the due date has passed but neither party has exercised its right to terminate pursuant to clause 3.3(f), at any time before such right to terminate is exercised). The waiver of the condition precedent in clause 3.3(a)(iii) does not affect any Claim that the Buyer may have against the Seller for any material breach of this agreement or any Material Warranty.

(d) Each of the Buyer and the Seller must:

(i) use reasonable endeavours (other than waiver) to ensure that each condition precedent referred to in this clause 3.3(“Conditions Precedent”) is satisfied as soon as reasonably



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possible and in any event before the date specified for satisfaction; and

(ii) keep each other informed of any circumstances which may result in any of those conditions not being satisfied in accordance with its terms.

(e) In relation to the condition in clause 3.3(a)(iv), the Buyer will provide the Seller with weekly reports about the progress of the Buyer in obtaining the requisite consents from the Employees.

(f) Subject to clause 3.3(d), if a condition precedent is not satisfied by the due date for satisfaction of the condition precedent, and the Buyer and/or the Seller has not waived the condition precedent in accordance with clause 3.3(c), any party may terminate this agreement.

(g) If this agreement is terminated under this clause 3.3 (“Conditions Precedent”) because of the non-satisfaction of a condition precedent, the following provisions apply:

(i) subject to clauses 2 (“Railway operations before Completion”) and 3.3(d), no party will have any claim against any other party in relation to subject matter of this agreement so far as it relates to the Assets;

(ii) the Buyer must return to the Seller all documents and other materials in any medium in its possession, power or control which contain information relating to the Business, including the Records;

(iii) the RMMD terminates at the end of 60 days after the termination of this agreement and all Claims, rights and obligations under or arising out of the RMMD are extinguished except for amounts owing under the RMMD at the time of its termination;

(iv) the Lease of Premises (Terminals) terminates at the end of 60 days after the termination of this agreement and each party to it releases the other absolutely from all Claims under or arising out of the lease;

(v) if this agreement is terminated due to a failure to satisfy the condition precedent in clause 3.3(a)(ii), the Buyer must within 10 Business Days pay the Seller a break fee of $1 million in accordance with clause 7.2(a). The parties acknowledge and agree that this break fee is a reasonable pre-estimate of the Seller’s costs of preparing for the sale of the Business (including the Assets) in accordance with this agreement.

(h) The Seller and the Buyer must respectively do all reasonable things that are necessary (including signing and delivering documents) to enable the timely satisfaction of the conditions precedent in clause 3.3(a). Nothing in this clause requires a party to agree to an extension to the time for satisfying any condition precedent.



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4 Compensation fund arrangements in relation to the Melba Line

4.1 BackgroundThe parties acknowledge that:

(a) the Seller’s title in relation to some or all of the Melba Line Assets is, or may be, defective;

(b) the Buyer proposes to request the Parliament of Tasmania to enact the Emu Bay Railway (Operation and Acquisition) Act as described in Schedule 7 (“Emu Bay Railway (Operation and Acquisition) Act”);

(c) the Melba Line railway corridor encroaches onto Private Land; and

(d) in order to rectify such encroachments, on and after the date of Completion, the Buyer intends to acquire, in accordance with the Acquisition Act, all land necessary to establish a railway corridor on any Private Land which is now occupied by the Melba Line.

4.2 Compensation Fund arrangements(a) On the date of Completion the Seller must pay to the Buyer by bank

cheque the sum of $2 million (“Contribution”).

(b) The Buyer will use that sum to establish a compensation fund (“Compensation Fund”) to reimburse Eligible Compensation Expenses to the Buyer.

(c) The Seller will have no obligation at any time to make any additional contribution to the Compensation Fund.

4.3 Eligible Compensation ExpensesSubject to clauses 4.4 (“Valid Claims”) and 4.6 (“Survey”), the following expenses incurred, paid or payable by the Buyer are Eligible Compensation Expenses (and may be paid out of or reimbursed to the Buyer from the Compensation Fund):

(a) all compensation payments made as part of a Settlement paid by the Buyer to a Valid Claimant;

(b) all compensation amounts paid by the Buyer to a Valid Claimant in connection with a Determination (other than a Settlement);

(c) all statutory interest that the Buyer is required to pay to a Valid Claimant under the provisions of the Acquisition Act;

(d) all reasonable and documented legal costs, valuation costs (in respect of one valuation conducted by an independent valuer) and survey costs that the Buyer reimburses to a Valid Claimant in accordance with its usual practice in connection with any acquisition or attempted acquisition under the Acquisition Act;



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(e) all legal and other costs that the Buyer is required by law (including by an order of a binding arbitrator or a Court) to pay to a Valid Claimant;and

(f) all reasonable and documented legal costs, Survey costs, valuation costs, registration costs and other costs, charges and expenses incurred, paid or payable by the Buyer in connection with:

(i) any of the matters set out in this clause 4.3 (“Eligible Compensation Expenses”); or

(ii) any Valid Claim.

4.4 Valid ClaimsThe Buyer is not entitled to pay out of or be reimbursed from the Compensation Fund in respect of any payment made or expense incurred with respect to a specific Emu Bay Debenture Claim or a General Acquisition Claim which is not a Valid Claim, regardless of whether such payment or expense might otherwise be an Eligible Compensation Expense.

4.5 Compensation Fund RecordsAt all times the Buyer must keep accurate records in connection with:

(a) Eligible Compensation Expenses;

(b) Emu Bay Debenture Claims; and

(c) General Acquisition Claims,

and must make those records available to the Seller:

(d) upon request; and

(e) within five Business Days of each Quarterly Review Date.

4.6 Survey(a) The Seller and the Buyer acknowledge that in order for the Buyer to

assess General Acquisition Claims, the Buyer must commission and undertake a survey of the Melba Line between Burnie and the southern boundary of the land known as the “Surrey Hills block”, and only with respect to points within that area where the Buyer has a reasonable belief that the Melba Line railway may encroach onto Private Land (“Survey”).

(b) The Buyer must, as soon as practicable after Completion, obtain three quotes from appropriate surveyors for the Survey.

(c) The Buyer must use its reasonable endeavours to ensure that the Survey is commenced and completed as soon as practicable following Completion.



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4.7 No fettering of discretionsTo avoid doubt, the Buyer does not require the consent of the Seller to pay any amount to a Valid Claimant and may make any payment or incur any expense in connection with a Valid Claim.

4.8 ConsultationThe Buyer must consult in good faith with the Seller in deciding whether to appeal or seek judicial review of the decision of an arbitrator or a Court in relation to a Valid Claim.

4.9 Quarterly ReviewsWithin 10 Business Days after each Quarterly Review Date, representatives of the Seller and the Buyer must meet in person or by electronic means to discuss and review:

(a) the balance of the Compensation Fund;

(b) interest paid on the balance of the Compensation Fund;

(c) any Valid Claims which are outstanding at that Quarterly Review Date;

(d) the likely Eligible Compensation Expenses to be incurred with respect toany outstanding Valid Claim; and

(e) the aggregate likely Eligible Compensation Expenses to be incurred with respect to all outstanding Valid Claims.

4.10 Withdrawal from the Compensation Fund(a) At each Quarterly Review, the Seller and the Buyer must, acting

reasonably, endeavour to determine and agree the likely aggregate value of current or future Valid Claims and any Eligible Compensation Expenses that have been or may be incurred in connection with such claims.

(b) Having regard to the values determined in accordance with clause 4.10(a) above, the Seller and the Buyer must, acting reasonably,endeavour to agree upon an amount of the balance of the CompensationFund which may be withdrawn from the Compensation Fund by the Buyer and paid to the Seller within five Business Days of the relevant Quarterly Review in accordance with clause 7.2(a).

5 Completion of the sale and purchase of the Business (including the Assets)

5.1 Time and place of CompletionCompletion will take place at 2.00pm on the Completion Date at the Hobart offices of the Department of Infrastructure, Energy and Resources, located at 10 Murray Street, Hobart, Tasmania, or any other time and place agreed between the Seller and Buyer. In the event that during Completion a party is unable to fulfil all of its obligations under clauses 5.3 (“Seller’s Obligations on Completion”) or 5.4 (“Buyer’s Obligations on Completion”) as applicable, Completion shall be



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performed at 2.00pm on the next Business Day at the same place. In the event that Completion does not occur on that next Business Day, clause 23.1 (“Failure by a party to Complete”) will apply.

5.2 Prior to CompletionAt least 15 Business Days prior to the Completion Date the Buyer must deliver to the Seller:

(a) a Registrable Transfer of the Torrens Land;

(b) a conveyance of the Seller’s right, title and interest in the General Law Land from the Seller to the Buyer subject to the Permitted Encumbrances(except to the extent that such encumbrances are to be acquired by the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act); and

(c) a deed assigning to the Buyer all of the Seller’s right, title and interest in:

(i) the Handling Facilities;

(ii) the Hellyer Spur Assets;

(iii) all railway infrastructure forming part of the Melba Line constructed on land other than the Melba Line Land;

(iv) all improvements and fixtures to which the Seller is entitled on the land the subject of the Lease of Premises (Terminals); and

(v) any adverse possession claim which may be made by the Seller with respect to Private Land which is occupied by the Melba Line or on which the Crown may need establish a railway corridor for the Melba Line.

The Buyer acknowledges that the particulars of title disclosed to the Buyer prior to this agreement are sufficient to enable the Buyer to prepare these documents.

5.3 Seller’s obligations on Completion On Completion, the Seller must:

(a) (operating control) deliver operating control of the Business and the Assets to or at the direction of the Buyer;

(b) (documents) deliver to the Buyer:

(i) duly executed counterparts of any documents required to be executed by the Seller in order to transfer the Assets to the Seller, including the Support Agreement;

(ii) the duplicate Certificates of Title for the Torrens Land (if any have been issued);

(iii) the conveyance of the right, title and interest of the Seller in the General Law Land and the Registrable Transfer delivered by the Buyer under clause 5.2 (“Prior to Completion”), signed by the Seller;



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(iv) the deed referred to in clause 5.2(c);

(v) the following original deeds:

(A) Conveyance between The Emu Bay Railway Company Limited and the Seller (then known as Tasrail Pty Ltd) dated 1 August 2000, which is registered under the Registration of Deeds Act 1935 (Tas) as deed no. 72/4769; and

(B) Conveyance between The Emu Bay and Mount Bischoff Railway Company Limited and the Emu Bay Railway Company Limited dated 5 February 1925, which is registered under the Registration of Deeds Act 1935(Tas) as deed no 16/9035,

which the Seller believes are all the original title documents in respect of the General Law Land in the Seller’s possession (and the Buyer agrees that it must not require any further documents from the Seller at Completion in respect of the General Law Land other than those specified in this clause 5.3(b)(v));

(vi) deliver to the Buyer operating control of the Melba Line Assets;

(vii) all documents of title for the Remaining Assets;

(viii) the Contracts;

(ix) in respect of Contracts (other than the Listed Material Contracts), any duly executed assignments of them to the Buyer and evidence of the written consent by the other party to theassignment, or any executed novations of any of the Contracts;

(x) in respect of each Listed Material Contract, each novation agreement in respect of that Listed Material Contract duly executed by the Seller and the other party to that Listed Material Contract in satisfaction of the condition precedent in clause3.3(a)(vi) unless such condition precedent has been waived;

(xi) completed transfer of ownership forms for the motor vehicles which form part of the Assets; and

(xii) an itemised schedule of Book Debts as at the opening of business on Completion.

(c) (Records) permit the Buyer to take possession of all Records, except that if the Seller is legally required to retain any of the documents, the Seller may deliver copies of those documents to the Buyer;

(d) (vacant possession and title) give the Buyer vacant possession of the Melba Line Land, except for Permitted Encumbrances other than to the extent that such encumbrances are to be acquired by the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act;

(e) (Taking possession of Remaining Assets) permit the Buyer to take possession of the Remaining Assets; and



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(f) (Utility services) assist the Buyer by executing the necessary forms and consents to enable the utility services provided to the Business, including those telephone, fax and other communication services (with the benefit of the same numbers) requested by the Buyer to be transferred to the Buyer with effect from Completion and without interruption of those services.

5.4 Buyer’s obligations on CompletionOn Completion, the Buyer must:

(a) confirm that it has made the offers to the Employees contemplated by clause 14.1 (“Offer of employment”) but nothing in this clause affects the operation of the condition precedent in clause 3.3(a)(iv);

(b) pay the Seller in accordance with clause 7.1 (“Payment on Completion”) if the Seller complies with clause 5.3 (“Seller’s obligations on Completion”);

(c) if the Buyer at Completion is the Crown in Right of Tasmania (and not a State owned company nominated by the Crown), accept the surrender of the Lease of Premises (Terminals); and

(d) deliver executed counterparts of any documents required to be executed by the Buyer.

5.5 Simultaneous actions at CompletionIn respect of Completion:

(a) the obligations of the parties under this clause 5 (“Completion of the sale and purchase of the Business (including the Assets”) to be performed on the Completion Date are interdependent (so that a party cannot insist on the performance of the obligations of the other party unless the first-mentioned party is ready, willing and able to perform its obligations); and

(b) all actions required to be performed at Completion and which are actually performed at Completion will be taken to have occurred simultaneously at Completion.

5.6 Post-Completion obligations(a) If title to any of the Assets is not effectively vested in the Buyer at

Completion, the Seller acknowledges that it will account to the Buyer for any benefits it receives in relation to the Assets until title is effectively vested in the Buyer, unless otherwise provided in this agreement.

(b) Subject to clause 19.3 (“De-branding”), the Buyer must not use the name of the Seller or the words “Pacific National” or “Pacific” or any substantially identical or deceptively similar word or words in any advertisement, circular, stationery, building or equipment (including Rolling Stock) without the prior written consent of the Seller.



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5.7 Post-Completion noticesEach party will immediately give to the other party all payments, notices, correspondence, information or enquiries in relation to the Business (including the Assets) which it receives after Completion and which belong to the other party.

5.8 Release in respect of RMMD and Lease of Premises (Terminals)(a) Subject to clause 5.8(b), on Completion:

(i) the RMMD terminates and all Claims, rights and obligations under or arising out of the RMMD are extinguished except for payments owing by the Buyer to the Seller under the RMMD at Completion;

(ii) each party releases the other absolutely from any Claims arising from any act or omission by a party in connection with the RMMD, except for payments owing by the Buyer to the Seller under the RMMD at Completion; and

(iii) the Buyer releases the Seller from any Claim in connection with the Lease of Premises (Terminals).

(b) Despite clause 5.8(a), a party may enforce the RMMD or Lease of Premises (Terminals), or bring a claim for damages, in respect of any deliberate or wilful material breach of the RMMD or Lease of Premises (Terminals) by the other party occurring during the Relevant Period.

6 Agreement for sale and purchase of Melba Line Land, the Handling Facilities, Hellyer Spur Assets and other property

6.1 Agreement for sale and purchaseThe Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller:

(a) an estate in fee simple in the Torrens Land free from Encumbrances (except for the Permitted Encumbrances other than to the extent that such encumbrances are to be acquired by the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act);

(b) all the Seller’s right, title and interest in the General Law Land free from Encumbrances (except for the Permitted Encumbrances other than to the extent that such encumbrances are to be acquired by the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act), which the Buyer acknowledges may be only an equitable fee simple interest in the General Law Land;

(c) all of the Seller’s right, title and interest in:

(i) the Handling Facilities;

(ii) the Hellyer Spur Assets;



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(iii) all railway infrastructure forming part of the Melba Line constructed on land other than the Melba Line Land, which the Buyer acknowledges is subject to any rights of the owner of that land; and

(iv) all improvements and fixtures to which the Seller is entitled on the land the subject of the Lease of Premises (Terminals),

in each case, free from Encumbrances (other than any Permitted Encumbrances other than to the extent that such encumbrances are to be acquired by the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act).

6.2 CompletionThe sale and purchase of the Melba Line Assets is to be completed in accordance with clause 5 (“Completion of the sale and purchase of the Business (including the Assets”).

6.3 IndemnityThe Seller must indemnify the Buyer against any claim or demand that is made in respect of any charges affecting the Melba Line Assets that are, or which become, payable to any Government Agency in respect of works done on or before the Completion Time.

6.4 Mortgages, caveats and leases(a) This clause 6.4 (“Mortgages, caveats and leases”) applies if immediately

before Completion any folio of the register for the Torrens Land is affected by any registered mortgage, any caveat or any registered lease which has expired or has been surrendered or otherwise terminated, other than a Permitted Encumbrance (each a “Registered Interest”).

(b) Despite any other provision of this agreement, the Buyer will not require the Seller prior to Completion to obtain the registration of any dealing removing, discharging or withdrawing a Registered Interest if at Completion the Seller gives to the Buyer:

(i) in the case of any mortgage, a discharge of that mortgage (so far as it affects the Torrens Land) duly executed and in registrable form and the registration fees payable on the registration of that discharge of mortgage;

(ii) in the case of any caveat, a withdrawal of the caveat so far as it affects the Torrens Land duly executed and in registrable form and the registration fees payable on the registration of the withdrawal of caveat; and

(iii) in the case of any lease which has expired or has been surrendered or otherwise terminated, a surrender of the lease or a request to the Recorder of Titles to remove the lease from the folio of the register (as may be appropriate), so far as the lease affects the Melba Line Land and such additional evidence and documents as may be necessary to enable registration of the request or surrender and (if applicable) duly executed and in



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registrable form and the registration fees payable on those documents.

6.5 Adjustments for rates and taxes(a) Subject to clause 6.5(b), all rates, taxes, charges and assessments,

including land tax (calculated on a single holding basis) payable in respect of the Melba Line Assets must be paid by the Seller to the end of the current financial year in which Completion takes place.

(b) At Completion the Buyer must pay to the Seller that proportion of the rates, taxes (and in the case of land tax, calculated on a single holding basis), charges and assessments that are assessed, charged or imposed on the Melba Line Assets that relate to the period after the date of Completion to the end of the current financial year in which Completion takes place.

(c) The Buyer is solely responsible for any supplemental rates, taxes, charges and assessments that are assessed, charged, imposed or levied after Completion.

6.6 Exclusion of the Buyer’s right to objectThe Buyer is not entitled to make any objection, issue any requisition, claimcompensation or to rescind or terminate this agreement because of any error, misstatement, omission, discrepancy or wrong description in the title to the Melba Line Land as to area, dimensions or boundaries of the Melba Line Land.

6.7 Condition of the Melba Line Assets(a) On Completion, as between the Seller and the Buyer, the Buyer assumes

responsibility for all hazardous materials present on any Melba Line Assets.

(b) As between the Seller and the Buyer, the Buyer will be solely responsible for any required environmental remediation of any Melba Line Assets (including for the removal and/or treatment of contaminated soil, asbestos or other hazardous materials) to the extent that the required remediation relates to any thing that occurred on or before Completion.

(c) If any order is made, or any notice is issued, by any Government Agency on or after the Completion Time which requires the Seller to carry out any environmental remediation of the Melba Line Assets, the Buyer must promptly carry out that remediation at its cost in accordance with:

(i) the requirements of that order or notice; and

(ii) all applicable laws which apply to the carrying out of that environmental remediation, including any applicable law under which that order or notice was issued.

6.8 Surrender of interest in Licensed PropertyWith effect from and subject to Completion, the Seller surrenders all right, title and interest it has in the Licensed Property or any other Crown Land used by the Seller for the purposes of railway operations on the Melba Line.



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6.9 Private crossings on the Melba LineThe Buyer acknowledges that there are private crossings on the Melba Line. The Buyer will not arbitrarily or unreasonably terminate any existing rights (if any) relating to the use of such private crossings on or after Completion.

7 Payment of the Purchase Price

7.1 Payment on CompletionSubject to clause 5 (“Completion”), at Completion, the Buyer agrees to pay to the Seller the aggregate of:

(a) the Melba Line Assets Purchase Price;

(b) the Remaining Assets Purchase Price;

(c) the Residual Melba Line Inventory Purchase Price; and

(d) in accordance with clause 8 (“Apportionment”), if the Seller has made a Prepayment in respect of goods, services or other benefits which will be received by the Buyer in respect of the Business after Completion, the amount of that Prepayment to the extent that it relates to the period after Completion; less

(e) the amount of any adjustment required pursuant to clause 8.2 (“Unpaid goods and services”).

7.2 Method of payment(a) Each payment referred to in this clause 7 (“Payment of the Purchase

Price”) must be made by direct deposit of cleared funds to the credit of the following bank account:

Account holder: PN TasAccount name: PN Tas (Operations) Pty Limited trading as Pacific

National TasmaniaBank: National Australia BankBSB No.: 083 001Account No.: 693193537

(b) PN Tas (Operations) Pty Ltd has been nominated by all of the parties comprising the Seller to receive each payment referred to in this clause 7(“Payment of the Purchase Price”) on behalf of all of those parties. The Buyer is under no obligation to see to the apportionment of those payments as between the parties comprising the Seller. Each Seller confirms to the Buyer that payment in accordance with this clause 7.2(“Method of payment”) constitutes a good discharge of the Buyer’s obligations under this agreement in relation to payment.

8 Apportionment

8.1 Entitlement to income(a) The Seller and the Buyer acknowledge and agree that:



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(i) the Seller is entitled to the income, profits, rights and benefits of the Business up to and including the Completion Time; and

(ii) the Buyer is entitled to all the income, profits, rights and benefits of the Business after the Completion Time.

(b) For the avoidance of doubt, for the purposes of clause 8.1(a) revenue in respect of a train journey which commences before the Completion Time occurs, and which finishes after the Completion Time occurs, is to be attributed to the Seller.

8.2 Unpaid goods and servicesIf the Seller has used goods or services in the operation of the Business on or before Completion which are not paid for at that date, the Seller will pay to the Buyer the expenses and outgoings for the use of those goods or services to the extent that the Buyer agrees to assume liability for those expenses and outgoings after Completion.

8.3 Prepaid goods and servicesIf the Seller has made a Prepayment in respect of goods, services or other benefits which will be received by the Buyer in respect of the Business after Completion, the Buyer will pay to the Seller the amount of that Prepayment to the extent that it relates to the period after Completion.

9 GST

9.1 Consideration does not include GSTThe consideration specified in this agreement does not include any amount for GST.

9.2 Recovery of GSTSubject to clause 9.6 (“Sale of the Business (including the Assets) sale as a going concern”), if a supply under this agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the GST exclusive consideration multiplied by the applicable GST rate.

9.3 Time of paymentThe additional amount is payable at the same time as the consideration for the supply is payable or is to be provided. However, the additional amount need not be paid until the supplier gives the recipient a Tax Invoice.

9.4 Adjustment of additional amountIf the additional amount differs from the amount of GST payable by the supplier, the parties must adjust the additional amount accordingly.

9.5 ReimbursementIf a party is entitled to be reimbursed or indemnified under this agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the party is entitled to an Input Tax Credit.



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9.6 Sale of the Business (including the Assets) sale as a going concern(a) The Seller and the Buyer agree that this agreement provides for the

supply of a going concern in relation to the supply of the Business (including the Assets).

(b) If GST is imposed on any supply of the Business (including the Assets)(including for the reason that the supply of the Business (including the Assets) is not a supply of a going concern or does not otherwise qualify for the exemption from GST in section 38-325 of the GST Act), then the Buyer must pay GST to the Seller on the supply of the Business (including the Assets) (together with any applicable penalties or interest).

9.7 Buyer’s right to elect treatmentNotwithstanding clause 9.6, the Seller acknowledges and agrees that the Buyer may elect, by written notice to the Seller prior to the Completion Date, to treat the transactions (or any part of them) under the agreement as a transaction subject to GST, in which case then the Buyer must pay GST to the Seller on the supply of the Business (including the Assets).

9.8 ApportionmentsWhere a Prepayment or amount is to be apportioned as between the Seller and the Buyer under this agreement, the amount to be apportioned will be apportioned net of any GST Input Tax Credit which the party seeking reimbursement is entitled to claim. Nothing in this clause affects a party’s right to charge GST on any supply made by that party.

10 Conduct of Business

10.1 Seller’s obligationsUntil Completion, subject to clause 10.5 (“Force Majeure Events”), the Seller must:

(a) maintain the Active Fleet in fair working order;

(b) continue to operate services in a manner sufficient to meet reasonable customer requirements;

(c) conduct the Business as a going concern, in a proper and businesslike manner in accordance with normal and prudent practice (having regard to the nature of the Business and the past practice of the Seller);

(d) use its reasonable endeavours to maintain the profitability and value of the Business (including the Assets);

(e) not, without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed):

(i) terminate or alter any material term of any Listed Material Contract;

(ii) terminate or alter any material term of any of the Property Sub-Leases;



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(iii) incur or enter into any New Material Contract in relation to the Business;

(iv) other than in the usual conduct of the Business, dispose of, agree to dispose of, encumber or grant an option over any of the Remaining Assets; or

(v) subject to paragraph (f), alter its Employee arrangements (including the hiring of new employees, or the termination or alteration of the terms of employment of any Employee), other than such management undertaken in a proper and businesslike manner in accordance with normal and prudent practice (having regard to the nature of the Business and the past practice of the Seller) and with the purpose of maintaining the Business’ organisational structure as described in Schedule 3 (“Seller’s organisational structure”),

provided that the Seller may, without the Buyer’s consent, participate in and agree annual rental and rate reviews under the Listed Material Contracts and the Property Sub-Leases (provided it acts consistently with its obligations in paragraph (c));

(f) conduct any renegotiations of employment agreements with Employees that are necessary in conducting the Business in accordance with normal and prudent practice (including the renewal or replacement of Enterprise Agreements or Australian Workplace Agreements);

(g) not knowingly breach any Listed Material Contract such as would entitle the customer under the contract to exercise a contractual right of termination or otherwise constitute a repudiation of the Listed Material Contract by the Seller;

(h) use the care of a cautious and prudent owner to prevent any loss or damage to the Above Rail Assets or destruction of the Above Rail Assets;

(i) perform its obligations under the RMMD (as modified by this agreement);

(j) maintain in store sufficient spare parts for the repair and maintenance of the Rolling Stock in accordance with normal practice;

(k) not deal with, sell, agree to sell, lease, licence, charter, mortgage, charge, encumber, or otherwise dispose or part with the possession of the Remaining Assets (other than in the ordinary course of the Business) without the prior written consent of the Buyer;

(l) maintain insurance of the Business and the Assets covering such risks and for such amounts as would be maintained in accordance with its ordinary practice for the Business until and including Completion; and

(m) comply with all applicable laws, including the Rail Safety Act 1997(Tasmania).

10.2 Replacement of major Assets(a) Until Completion, subject to clause 10.2(d), the Seller must:



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(i) if any Assets are confiscated by third parties between the date of this agreement and the date of Completion, either, at the Seller’s sole election:

(A) replace the confiscated Asset with a reasonably suitable replacement; or

(B) reduce the relevant portion of Total Purchase Price by an amount equal to the cost of a reasonably suitable replacement for the confiscated Asset, as reasonably determined by the Seller in accordance with its usualpractices in replacing Assets;

(ii) pay to the Buyer the proceeds of insurance (if any) for any Asset that is stolen, damaged, lost or destroyed between the date of the agreement and Completion and which are not replaced or repaired before Completion;

(iii) subject to clause 10.2(b), if any Assets are stolen, damaged, lost or destroyed between the date of this agreement and Completion, regardless of whether insurance is payable or notfor such loss, either, at the Seller’s sole election:

(A) repair the Asset that is stolen, lost, damaged or destroyed before Completion or replace it with a reasonably suitable replacement; or

(B) reduce the relevant portion of the Total Purchase Price by an amount equal to the cost of (at the Seller’s election) repairing or providing a reasonably suitable replacement for the Asset that is stolen, lost, damaged or destroyed, as reasonably determined by the Seller in accordance with its usual practices in repairing or replacing Assets.

(b) Subject to clause 10.2(c), clause 10.2(a)(iii) will not apply in respect of any Asset with a repair or replacement cost of less than $250,000.

(c) The limitation in clause 10.2(b), will cease to apply in relation to a single event or incident once the repair or replacement cost of Assets stolen,damaged, lost or destroyed in that event or incident exceeds $750,000 in aggregate.

(d) Clause 10.2(a) will not apply to the extent that an Asset is lost, damaged or destroyed as a result of a track-related incident, except to the extent such track-related incident was caused by the Seller’s negligence or wilful misconduct.

10.3 Replacement of major Assets - confiscation by a third partyFollowing Completion, the reasonable cost to the Buyer of repairing or replacing an Asset which was confiscated by a third party must be promptly notified by the Buyer to the Seller together with adequate supporting documentation. If thatcost:

(a) is more than the adjustment to the relevant portion of the Total Purchase Price under clause 10.2(a)(i)(B):



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(i) the Seller must pay to the Buyer the difference between those two amounts together with interest at the Interest Rate (calculated from Completion until the day on which the payment is made) within five Business Days of such a notification in accordance with clause 7.2(a); and

(ii) the Total Purchase Price will be considered to have been reduced by the amount paid by the Seller to the Buyer pursuant to clause 10.3(a)(i); or

(b) is less than the adjustment to the relevant portion of the Total Purchase Price under clause 10.2(a)(i)(B):

(i) the Buyer must pay to the Seller the difference between those two amounts together with interest at the Interest Rate (calculated from Completion until the day on which the payment is made) within five Business Days of such a notification; and

(ii) the Total Purchase Price will be considered to have been increased by the amount paid by the Buyer to the Seller pursuant to clause 10.3(b)(i).

10.4 Replacement of major Assets - loss, theft, damage or destructionFollowing Completion, the reasonable cost to the Buyer of repairing or replacing an Asset which was stolen, lost, damaged or destroyed, must be promptlynotified to the Seller together with adequate supporting documentation. If that cost, less any proceeds of insurance paid or payable to the Buyer pursuant to clause 10.2(a)(ii):

(a) is more than the adjustment to the relevant portion of the Total Purchase Price under clause 10.2(a)(iii)(B):

(i) the Seller must pay to the Buyer the difference between those two amounts together with interest at the Interest Rate (calculated from Completion until the day on which the payment is made) within five Business Days of such a notification; and

(ii) the relevant portion of the Total Purchase Price will be considered to have been reduced by the amount paid by the Seller to the Buyer pursuant to clause 10.4(a)(i); or

(b) is less than the adjustment to the relevant portion of the Total Purchase Price under clause 10.2(a)(iii)(B):

(i) subject to clause 10.4(c), the Buyer must pay to the Seller the difference between those two amounts together with interest at the Interest Rate (calculated from Completion until the day on which the payment is made) within five Business Days of such a notification in accordance with clause 7.2(a); and

(ii) the relevant portion of the Total Purchase Price will be considered to have been increased by the amount paid by the Buyer to the Seller pursuant to clause 10.4(b)(i).

To avoid doubt, where under clause 10.2(a)(iii)(B) the Seller reduces the relevant portion of the Total Purchase Price by reference to the cost of



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repairing an Asset, the Buyer must notify the Seller only of its reasonable costs of repairing that Asset (and not of replacing that Asset).

(c) If the reasonable cost of repairing or replacing the Asset as determined by the Buyer and notified to the Seller under this clause 10.4(“Replacement of major Assets - loss, theft, damage or destruction”) is less than $250,000, and clause 10.2(c) did not apply, the Buyer must pay to the Seller the total amount of the adjustment to the relevant portion of the Total Purchase Price made under clause 10.2(a)(iii)(B) together with interest at the Interest Rate (as calculated from Completion until the day on which the payment is made) within five Business Days of such a notification in accordance with clause 7.2(a). The relevant portion of the Total Purchase Price will be considered to have been increased by the amount paid by the Buyer to the Seller pursuant to this clause 10.4(c).

10.5 Force Majeure EventsEach of the Seller’s obligations under clauses 10.1(a), 10.1(b) and 10.1(j) will not apply to the extent that the Seller’s ability to comply with that obligation is affected by a Force Majeure Event.

10.6 Seller's obligation to assist BuyerFrom and including the date of this agreement until Completion occurs, the Seller must:

(a) assist the Buyer to gain knowledge concerning the Business and its conduct; and

(b) supply to the Buyer or its representative any information or documents in its possession or control reasonably requested concerning the Business or its conduct.

10.7 Notice of change(a) Subject to clause 10.7(b), the Seller must notify the Buyer in writing

before Completion of any event (whether or not within the control of the Seller) occurring after the date of this agreement and before Completion which has or is likely to have a material adverse effect on the profitability of the Business.

(b) Clause 10.7(a) does not apply to an event which is known generally to the public or generally by persons carrying on a business of the same or a similar kind to the Business.

10.8 Transition of the Business(a) The Buyer and the Seller will work together to implement the Transition

Plan during the period from the date of this agreement to the date of Completion (“Transition Period”). The Seller will provide access to, and cooperate with, the Buyer in accordance with clause 11.1 (“Access to Business Premises, Records and the Assets”) of this agreement.

(b) The parties will enter into the Support Agreement on Completion. Prior to the date of Completion, the parties will use reasonable endeavours to agree any amendments to the Support Agreement required to reflect the



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Buyer’s reasonable requirements for support from the Seller for the operation of the Business on and from Completion.

10.9 Limitation on Seller’s conductIn complying with its obligations under clause 10.1 (“Seller’s obligations”), the Seller is not required to do, to omit to do, or to allow to be done, anything which would (on an objective basis):

(a) unreasonably disrupt the conduct of the Business by the Seller;

(b) breach any obligations (including obligations of confidentiality) that the Seller owes to any third party pursuant to an agreement made before the date of this agreement or under any law or regulations; or

(c) have a material adverse effect on the standing or reputation of the Seller.

10.10 Location of Rolling Stock(a) Subject to clause 10.10(b), but without limiting the Seller’s obligations

under clause 10.1 (“Seller’s Obligations”), the parties acknowledge that the Assets will be sold to the Buyer on an “as is, where is” basis.

(b) All of the Above Rail Assets which were located in Tasmania as at the HOA Date must be located in Tasmania as at Completion.

(c) If any of the Remaining Assets or the Melba Line Assets are not located on the Melba Line or the Tasmanian Rail Network on Completion then the Seller must give notice to the Buyer at Completion of the location of those Assets.

11 Crown Representatives

11.1 Access to business premises, Records and the Assets(a) From the date of this agreement until Completion the Buyer will, at its

cost, require two appropriately qualified personnel of the Buyer or a nominee of the Buyer (“Crown Representatives”) to attend the Seller’s Tasmanian business premises to participate in maintenance program planning and Capital Works program planning and to facilitate the transition of the Business (including the Assets) to the Buyer.

(b) The Seller agrees to allow the Crown Representatives full and free access to its business premises in Tasmania, the Records and the Assets to enable the Buyer to:

(i) participate in the planning of the Capital Works program and the maintenance program;

(ii) become familiar with the Business; and

(iii) facilitate the transition of the Business from the Seller to the Buyer in accordance with the Transition Plan,

provided that the Crown Representatives must not unreasonably disrupt or impact on the Business or the operation of any aspect of the Business.



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(c) The Buyer’s access to Employees during the Transition Period will be agreed between the parties, provided that the Seller must not unreasonably refuse such access. To avoid doubt, the Seller may reasonably refuse such access where it would impact on the Seller’s ability to operate the Business during the Transition Period.

(d) The Buyer agrees not to copy or remove any of the Records or the Assets before Completion.

(e) The Crown Representatives will comply with the Seller’s safety, health and environment policies and directions of the Seller in relation to those policies while on the Seller’s premises.

(f) The Buyer will bear all costs associated with:

(i) the Seller’s provision of any access (or making of any allowances) referred to in this clause 11.1 (“Access to Business premises, Records and the Assets”), where such costs are reasonably incurred by the Seller and additional to the Seller’s normal operating costs;

(ii) the engagement of any additional resources by the Buyer (or by the Seller provided the Buyer has agreed to such engagement of resources by the Seller) to provide access or otherwise implement the Transition Plan;

(iii) the acquisition of any of its own licences or regulatory approvals;

(iv) the transfer of any licences or regulatory approvals from the Seller to the Buyer; and

(v) any other actions taken to facilitate the transition of the Business from the Seller to the Buyer, where such costs are reasonably incurred by the Seller and additional to the Seller’s normal operating costs,

incurred during the Transition Period.

11.2 Crown Representative undertakingBefore any Crown Representatives obtain access under clause 11.1 (“Access to business premises, Records and the Assets”), the Buyer must ensure that each Crown Representative enters into a confidentiality undertaking in the form set out in Annexure B (“Confidentiality Undertaking”).

11.3 Operation of RMMD not affectedNothing in this clause 11 (“Crown Representatives”) affects or limits the operation of the RMMD.

11.4 Nominated BuyerFor the avoidance of doubt, if the Buyer nominates another entity to be the Buyer for the purposes of Completion, this clause 11 (“Crown Representatives”) will apply (with any necessary changes) to the nominated entity and its representatives.



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12 Lease of Premises (Terminals)

12.1 Assignment of Lease of Premises (Terminals) and release by Buyer(a) On Completion, unless clause 5.4(c) applies, the Lease of Premises

(Terminals) will be novated in favour of a nominee of the Buyer.

(b) The Buyer and the Seller acknowledge and agree that, with effect from Completion Time, clause 11.4 of the Lease of Premises (Terminals) will be of no effect.

12.2 Payments after CompletionFrom Completion, the Buyer’s nominee must:

(a) unless clause 5.4 (“Buyer’s obligations”) applies, make all payments becoming due and which relate to any period after Completion under the terms of the Lease of Premises (Terminals) and otherwise comply with its terms relating to any period after Completion; and

(b) comply with the terms of the Property Sub-Leases which relate to any period after Completion.

12.3 Novation arrangements The Buyer agrees to procure that its nominee execute any novations of the Property Sub-Leases that are reasonably required to effect the novation of the Lease of Premises (Terminals).

12.4 Indemnity from BuyerThe Buyer indemnifies the Seller for any Loss arising from, or incurred in connection with:

(a) a breach by the Buyer of clause 12.2 (“Payments after Completion”); or

(b) any act or omission of the Buyer or its nominee in relation to the Lease of Premises (Terminals) or any Property Sub-Lease which relates to any period after Completion.

12.5 Seller’s obligationsThe Seller must:

(a) comply with all of its obligations under each Property Sub-Lease, which obligations relate to any period before Completion; and

(b) use its reasonable endeavours to negotiate a novation of each Property Sub-Lease in favour of the Buyer with effect from Completion.

12.6 Indemnity from SellerThe Seller indemnifies the Buyer for any Loss arising from, or incurred in connection with:

(a) a breach by the Seller of clause 12.5 (“Seller’s obligations”); or



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(b) any act or omission of the Seller in relation to any Property Sub-Lease, which act or omission relates to any period before Completion.

13 Technology Licence

13.1 Grant of licenceSubject to clause 13.4 (“Termination of the licence”), on Completion the Seller grants to the Buyer a perpetual, non-exclusive and royalty-free licence to use the Technology for the sole purpose of conducting the business of conducting rail haulage and associated services in Tasmania.

13.2 Notification of assignmentThe Buyer may on prior written notice to the Seller assign, transfer, sell or grant any sub-licence of its rights under this clause 13 (“Technology Licence”) to any purchaser or operator of the whole or any part of the Business without the prior written consent of the Seller. Any unauthorised assignments, transfers, sales or grants are void and of no effect.

13.3 No commercial exploitationThe Buyer may not commercially exploit the Technology outside Tasmania or in manner that is inconsistent with the licence granted in clause 13.1 (“Grant of licence”).

13.4 Termination of the licenceThe Seller may terminate the licence granted under this clause 13 (“Technology Licence”) with immediate effect by written notice to the Buyer if the Buyer is in material breach of this clause 13 (“Technology Licence”) and that breach is either not remedied within 30 days of written notice by the Seller to do so, or is not capable of remedy (as applicable).

14 Employees

14.1 Offer of employmentNot later than 60 days before the Completion Date, the Buyer must make an offer of employment to each Employee employed by PN Tas (Services) Pty Ltd at the time of making such offer:

(a) on the express basis that the Employee resigns from the Employee’s employment with the Seller, such resignation to take effect on Completion;

(b) on terms of employment no less favourable than the terms of employment of the Employee with the Seller as at Completion (but nothing in this clause affects the Seller’s rights and obligations under clause 10.1(e)(v));

(c) on the express basis that the Employee’s continuous service with the Seller up to Completion will be regarded as continuous service with the Buyer for all service-related benefits including sick leave, annual leave, parental leave, long service leave, notice of termination and



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severance/redundancy pay under any applicable law, award, agreement or arrangement;

(d) in the form of Schedule 2 (“Form of Buyer’s Offer to Employees”); and

(e) conditional on Completion and effective from Completion.

14.2 Buyer’s obligationsFrom Completion, the Buyer will be responsible for all wages, salaries, commissions, bonuses and leave entitlements which accrue and are payable to Transferring Employees after the Completion Time occurs (but the Seller must pay all wages and salaries which accrue to Transferring Employees in respect of any work done on or before the Completion Time).

14.3 Seller’s obligations(a) The Seller will be responsible for:

(i) all wages, salaries, commissions, bonuses and leave entitlements which have accrued or subsequently accrue to Employees who do not become Transferring Employees;

(ii) all wages and salaries due to Transferring Employees for work done on or before the Completion Time; and

(iii) as between the Seller and the Buyer, all amounts from time to time payable at common law, or under any law relating to workers compensation, in respect of any injury or disease suffered by a Transferring Employee which occurred on or before the Completion Time.

(b) On or before the Completion Time, the Seller must release each Transferring Employee from:

(i) their employment with the Seller to enable the Transferring Employee to accept the Buyer’s offer and commence employment with the Buyer on Completion including any restrictive covenants relating to the employment of the Transferring Employee after termination of his or her employment with the Seller to extent that any such restrictive covenant would prevent the employment by the Buyer of the Transferring Employee; and

(ii) any restrictions or obligations on the Transferring Employee not to disclose confidential information relating to the Business to the extent that any such restriction or obligation would prevent the Transferring Employee from disclosing such confidential information to the Buyer in the ordinary course of employment.

(c) In respect of each Transferring Employee, on Completion the Seller must pay or allow the Buyer (or, in the case of the commissions and bonuses referred to in paragraph (iii) below, at the Seller’s election, pay to each relevant Employee) the following amounts in accordance with the Seller’s policies and accounting provisions as disclosed in the Employee Letter:



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(i) the monetary value of all accrued annual leave of the Transferring Employee;

(ii) the monetary value of all actual and contingent amounts accrued for, or accruing on account of, long service leave or future long service leave (whether or not the Transferring Employee has a presently accrued entitlement to be paid long service leave) in respect of the Transferring Employee’s employment by the Seller and any predecessor of the Seller in respect of the Business; and

(iii) any commissions or bonuses of the Transferring Employee to the extent accrued during the Transferring Employee’s employment with the Seller or any predecessor of the Seller in respect of the Business. For the purposes of this clause any bonus or commission reckoned in respect of any period before and after Completion is taken to accrue on a pro rata daily basis and the liability to pay that bonus or commission will be apportioned between the Seller and the Buyer as at the Completion Time.

14.4 Joint obligationsThe Seller and the Buyer must each use reasonable endeavours to maximise the number of employees that accept the Buyer’s offer of employment made pursuant to this clause 14 (“Employees”).

14.5 Prior ServiceFor the purpose of calculating any benefit arising under any statute, award, agreement or contract of employment between the Buyer and each Transferring Employee, the Buyer agrees that:

(a) Prior Service is to be taken as service with the Buyer; and

(b) continuity of the Transferring Employee’s employment is to be taken as not broken because the Transferring Employee ceases to be an employee of the Seller and becomes an employee of the Buyer.

14.6 No solicitationThe Seller must not, and must ensure that no Related Body Corporate of the Seller, at any time before Completion, or for the period of 12 months after Completion, solicits or procures any Transferring Employee to take up employment with the Seller or that Related Body Corporate.

15 Contracts

15.1 Assignment or novation of ContractsThe Seller agrees to use its reasonable endeavours to ensure that the Buyer obtains the full benefit of the Contracts from the Completion Time by either the assignment or novation of the Contracts.



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15.2 ConsentThe Seller agrees to use its reasonable endeavours to obtain the consent of the other parties to the Contracts to the assignment or novation of the Contracts to the Buyer. The Buyer agrees to assist the Seller to fulfil its obligations under this clause 15 (“Contracts”).

15.3 Consent to assignmentIf the consent or agreement of any party is required to the assignment of any Contract, this agreement does not constitute an assignment of that Contract until that consent or agreement is obtained.

15.4 Performance of Contracts by SellerThe Seller must:

(a) fully perform and discharge all liabilities of the Seller under the Contracts, which liabilities relate to any period on or before the Completion Time; and

(b) fully co-operate with the Buyer in any reasonable arrangements designed to transfer to the Buyer the benefit and the burden of each Contract, including the enforcement of any rights of the Seller against a party to that Contract (but only to the extent that such benefit, burden or rights relates to any period after the Completion Time).

15.5 Indemnity from SellerThe Seller indemnifies the Buyer against any Loss arising from, or incurred in connection with:

(a) a breach by the Seller of this clause 15 (“Contracts”); and

(b) any act or omission of the Seller in relation to any Contract on or before Completion (except to the extent such act or omission amounts to a breach of Warranty in which case clause 20 (“Sellers warranties and representations”) shall apply).

15.6 Performance of Contracts by BuyerFrom the Completion Time, the Buyer agrees to:

(a) assume the liabilities of the Seller under the Contracts which relate to any period after Completion;

(b) properly perform the obligations of the Seller under the Contracts which relate to any period after the Completion Time; and

(c) fully co-operate with the Seller in any reasonable arrangements designed to transfer to the Buyer the benefit and the burden of each Contract including the enforcement of any rights of the Seller against a party to that Contract (but only to the extent that such benefit, burden or rights relates to any period after the Completion Time).

Despite anything else in this clause 15 (“Contracts”):



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(d) nothing in this agreement makes the Buyer responsible to the Seller for any Liability, Loss or Claim incurred, paid or payable by the Seller to the extent that the claim by the other party to the Contract relies on the fact that the other party has not consented or agreed to the assignment or novation of the Contract to the Buyer or has not consented to the Buyer performing the Contract; and

(e) the Buyer is not under an obligation to perform a Contract on or after Completion if the other party to the Contract makes a claim against the Buyer or the Seller which relies on the fact that the other party has not consented to the novation or assignment of the Contract by the Seller to the Buyer or does not consent to the Buyer performing the Contract.

15.7 Indemnity from BuyerThe Buyer indemnifies the Seller against any Loss arising from, or incurred in connection with:

(a) a breach by the Buyer of this clause 15 (“Contracts”); and

(b) any act or omission of the Buyer, in relation to any Contract after the Completion Time.

15.8 Non-exclusive licence to use Seller’s contract templatesThe Seller gives to the Buyer a non-exclusive licence (in connection with the Buyer’s carrying on of the Business) to use and adapt the Seller’s standard form contracts and terms (as used by the Seller in the Business before Completion). The Seller gives no warranty as to the effectiveness of the standard form contracts or terms. The use of the standard form contracts and terms by the Buyer pursuant to the licence will be at the Buyer’s risk and without recourse or liability on the part of the Seller.

16 Risk

16.1 Seller remains ownerSubject to the terms of this agreement, the Seller remains the owner of, and bears all risks in connection with, the Business (including the Assets) up to the Completion Time. Property in, and the risk in connection with the Business (including the Assets), will pass to the Buyer from the Completion Time.

17 Liabilities

17.1 Liability of the partiesThe parties acknowledge and agree that:

(a) Subject to clause 17.1(c) and clauses 2 (“Railway operations before Completion”), 12 (“Lease of Premises (Terminals)”), 14 (“Employees”) and 15 (“Contracts”), the Seller is liable for all liabilities and obligations incurred or assumed by it in relation to the Business prior to the Completion Time.



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(b) The Buyer is liable for all liabilities and obligations incurred or assumed by it in relation to the Business after the Completion Time.

(c) The Buyer indemnifies, and will keep indemnified, the Seller against:

(i) all civil liability (if any) of the Seller in respect of claims made against the Seller after the Completion Time in respect of the occupation or use of any of the Assets or the land referred to in clause 6.8 after Completion (whether such claim is caused by or arises from an act or omission of the Seller prior to Completion or otherwise); and

(ii) all civil liability of the Seller in respect of claims made after Completion in respect of any environmental contamination of:

(A) the property which is the subject of the Lease ofPremises (Terminals);

(B) the Melba Line Assets (except for claims made by TasPorts against the Seller in respect of the Handling Facilities located on the Burnie Lease Land, which claims are the subject of the indemnity in clause 2.3(“Indemnity in relation to environmental contamination”)); or

(C) the land referred to in clause 6.8,

whether such claim is caused by or arises from the Seller’s conduct of the Business before Completion or otherwise.

(d) The indemnities in clause 17.1(c) above do not affect any of the Warranties given by the Seller in accordance with clause 20 (“Seller’s warranties and representations”), and do not apply to the extent that:

(i) the liability is as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of the Seller;

(ii) the liability is caused by an act or omission of the Seller after Completion;

(iii) any civil liability relates to a claim by a Related Body Corporate of any of the parties comprising the Seller;

(iv) in the case of clause 17.1(c)(i), the occupation or use also gives rise to a claim by the Buyer against the Seller for a breach of this agreement or the Support Agreement (in which case the indemnity will not apply in respect of any claim by the Buyer against the Seller, but will otherwise apply); or

(v) in the case of clause 17.1(c)(ii), the Seller knew of the environmental contamination before Completion and the Seller failed to disclose it to the Buyer in breach of the agreement.



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17.2 Indemnities(a) The Buyer indemnifies the Seller for any Loss arising or incurred in

connection with any breach of the Buyer’s obligations under this clause 17 (“Liabilities”).

(b) The Seller indemnifies the Buyer for any Loss arising or incurred in connection with any breach of the Seller’s obligations under this clause 17 (“Liabilities”).

18 Debtors

18.1 Collection of Book DebtsThe Buyer may collect the Book Debts of the Seller but is under no obligation to do so.

18.2 Schedule of Book DebtsThe Seller must provide the Buyer with an itemised schedule of the Book Debts, as at the close of business on the day before Completion including details of each debtor’s name and address.

18.3 Accounting for Book DebtsThe Buyer must account on the fifth Business Day of each month for any Book Debts recovered during the previous month. All sums received by the Buyer from a debtor must be applied to reduce debts owing to the Seller in priority to debts owing to the Buyer.

18.4 Continue to collectThe Seller is entitled to collect the Book Debts in the normal manner before and following Completion.

19 Use of the Seller’s name after Completion

19.1 Contract in name of SellerThe Buyer must not contract or engage or release or waive or do any other act for, on behalf of, or in the name of, the Seller without the prior written consent of the Seller.

19.2 No use of nameThe Buyer must not use the name of the Seller in any advertisement or circular or stationery without the prior written consent of the Seller.

19.3 De-branding(a) Subject to Completion and clause 19.3(b), on and after Completion the

Buyer may use an Asset and operate Rolling Stock even if the Asset or item of Rolling Stock includes the Seller’s name (and in particular the name “Pacific National”).



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(b) The Buyer must remove the Seller’s name (and in particular the name “Pacific National”) from the Assets not later than 12 months after Completion.

(c) Subject to Completion and clause 19.3(d), the Buyer may allow its employees to wear at work items of clothing that includes the Seller’s name (and in particular the name “Pacific National”).

(d) On and from the date 12 months after Completion the Buyer must instruct its employees not to wear at work any clothing that includes the Seller’s name (and in particular the name “Pacific National”).

20 Seller’s warranties and representations

20.1 Accuracy(a) The Seller represents and warrants to the Buyer that each Warranty is

correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading in any material respect on Completion as if made on and as at each of those dates.

(b) The Seller must promptly notify the Buyer of any material breach of aMaterial Warranty of which the Seller becomes aware prior to Completion.

20.2 Matters disclosedEach Warranty is to be read down and qualified by any information:

(a) disclosed to the Buyer by the Seller in the Disclosure Material;

(b) which is otherwise within the actual knowledge of the Buyer’s Representatives; or

(c) that would have been disclosed to the Buyer had the Buyer conducted searches prior to Completion of records open to public inspection maintained by:

(i) the Land Titles Office in Tasmania;

(ii) the Environmental Protection Agency in Tasmania;

(iii) any other Tasmanian Government Agency or utility; or

(iv) the Australian Securities and Investments Commission (in respect of any Seller or Related Body Corporate of a Seller),

which is or may be inconsistent with that Warranty and, to the extent that any Warranty is incorrect or misleading having regard to any such information, that Warranty is deemed not to have been given. No amount will be recoverable by the Buyer in respect of any breach of Warranty to the extent that the breach arises by reason of or in relation to any such information.

20.3 Buyer’s acknowledgmentThe Buyer acknowledges and agrees that:



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(a) any reference in this agreement or the Disclosure Letter to theknowledge of awareness of the Seller is taken to be the actual knowledge or awareness of the Seller’s Representatives;

(b) in entering into this agreement and in proceeding to Completion, the Buyer does not rely on any statement, representation, warranty, condition, forecast or other conduct which may have been made by or on behalf of the Seller, except the Warranties;

(c) it has had the opportunity to conduct Due Diligence and has satisfied itself in relation to matters arising from the Due Diligence;

(d) irrespective of whether or not the Due Diligence was as full or exhaustive as the Buyer would have wished, it has nevertheless independently and without the benefit of any inducement, representations or warranty (other than the Warranties) from the Seller or its agents determined to enter into this agreement; and

(e) subject to any law to the contrary and except as provided in this agreement (including the Warranties), all terms, conditions, warranties and statements, whether express, implied, written, oral, collateral, statutory or otherwise, are excluded and the Seller disclaims all Liability in relation to these to the maximum extent permitted by law.

21 Buyer’s warranties

21.1 Buyer’s warranties(a) Subject to clause 21.1(b), the Buyer represents and warrants to the Seller

that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading as at each of the date of this agreement and as at Completion as if made on each of those dates:

(i) it has the power to enter into and perform this agreement and has obtained all necessary consents and authorisations to enable it to do so;

(ii) the entry into and performance of this agreement by it does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking by which it is bound;

(iii) this agreement constitutes valid and binding obligations upon it enforceable in accordance with its terms by appropriate legal remedy;

(iv) this agreement and Completion do not conflict with or result in a breach of or default under any applicable law, any material term or provision of any agreement or deed or, as at the date of this agreement, any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

(v) if the Buyer appoints a nominee in accordance with clause 31(“Nomination”):



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(A) no voluntary arrangement has been proposed or reached with any creditors of that nominee; and

(B) the nominee is able to pay its debts as and when they fall due.

(b) The Seller acknowledges that:

(i) the Buyer requires the Parliament of Tasmania to enact legislation referred to in clause 3.3(a)(ii); and

(ii) the warranties given by the Buyer in clause 21.1 (“Buyer’s warranties”) are subject to the enactment of that legislation.

22 Limitations of Liability

22.1 Notice of ClaimsIf a party becomes aware of any matter or circumstance that may give rise to a Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:

(a) that party (“First Party”) must give notice of the Claim to the other party (“Second Party”) as soon as practicable; and

(b) the notice must contain the following details of the Claim:

(i) the facts, matters or circumstances that may give rise to the Claim;

(ii) if it is alleged that the facts, matters or circumstances referred to in sub-clause 22.1(b)(i) constitute a breach of this agreement, including a breach of a Warranty, the basis for that allegation; and

(iii) an estimate of the amount of the Loss, if any, arising out of or resulting from the Claim or the facts, matters or circumstances that may give rise to the Claim.

22.2 Third party ClaimsIf the matter or circumstance that may give rise to a Claim against the First Partyunder or in relation to or arising out of this agreement, including a breach of Warranty, is a result of or in connection with a Claim by or liability to a third party then:

(a) the First Party must, as soon as practicable, give notice of the Claim to the Second Party;

(b) the notice must contain the following details of the Claim:

(i) the facts, matters or circumstances that may give rise to the Claim;

(ii) if it is alleged that the facts, matters or circumstances referred to in sub-clause 22.2(b)(i) constitute a breach of this agreement,



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including a breach of a Warranty, the basis for that allegation; and

(iii) an estimate of the amount of the Loss, if any, arising out of or resulting from the Claim or the facts, matters or circumstances that may give rise to the Claim;

(c) at the expense and direction of the Second Party, the First Party must either:

(i) take such action (including legal proceedings or making claims under any insurance policies) as the Second Party may require to avoid, dispute, resist, defend, appeal, compromise or mitigate the Claim; or

(ii) offer the Second Party the option to assume defence of the Claim; and

(d) the First Party must not settle, make any admission of liability or compromise any Claim, or any matter which gives or may give rise to a Claim, without the prior consent of the Second Party which consent may be withheld by that party at its absolute discretion.

22.3 Consideration of ClaimsThe Second Party must notify the other party within 15 Business Days of receipt of a notice of a Claim under clause 22.1 (“Notice of Claims”) or clause 22.2(“Third party Claims”) indicating whether it admits or denies the Claim (in whole or in part) (or, in the case of third party Claims, whether it exercises the option in clause 22.2(c)(ii) (“Third party Claims”)).

22.4 Defence of ClaimsIf the Second Party exercises the option in clause 22.2(c)(ii) (“Third party Claims”), then:

(a) the First Party agrees to co-operate with the Second Party and to do all things reasonably requested by that party in respect of its defence of the Claim;

(b) the Second Party agrees, at its own expense, to defend the Claim;

(c) the Second Party may settle or compromise the Claim with the consent of the First Party, such consent not to be unreasonably withheld; and

(d) the Second Party agrees to consult with the other party in relation to the conduct of the Claim and not take or persist in any course that might reasonably be regarded as harmful to the goodwill, reputation, affairs or operation of the other party or, if applicable, the Business.

22.5 Seller not liableThe Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:



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(a) if the Buyer has failed strictly to comply with clause 22.1 (“Notice of Claims”) or clause 22.2 (“Third party Claims”) as the case may be;

(b) if the Claim is as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of the Buyer after Completion;

(c) if the Claim is as a result of or in respect of any legislation not in force at the date of this agreement (including legislation which takes effect retrospectively);

(d) to the extent that the Claim arises or is increased as a result only of an increase in the rates, method of calculation or scope of taxation after Completion;

(e) if the Claim arises or is increased as a result of action taken or not taken by the Seller after consultation with and the prior written approval of the Buyer; or

(f) if a Buyer’s Representative was aware on or before the date of this agreement of any fact, matter or circumstance, which gives rise to or forms the basis of the Claim (and should have reasonably known that it would, or was reasonably likely to, give rise to a Claim).

22.6 Limits on Seller’s LiabilitySubject to the qualifications contained in the Trade Practices Act and all corresponding State and Territory legislation, the Seller’s liability for breach of a condition or warranty implied by that legislation in relation to the Assets is limited to one or more of the following, as determined by the Seller:

(a) if the Asset comprises goods:

(i) the replacement of the Asset or supply of an equivalent;

(ii) the repair of the Asset;

(iii) the payment of the cost of replacing the Asset or of acquiring an equivalent; or

(iv) the payment of the cost of having the Asset repaired, or

(b) if the Asset comprises services:

(i) the supplying of the Asset again; or

(ii) the payment of the cost of having the Asset supplied again.

22.7 RecoveryWhere a party is or may be entitled to recover from some other person any sum in respect of any matter or event which could give rise to a Claim, that party will:

(a) use its reasonable endeavours to recover that sum before making the Claim;



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(b) keep the other party at all times fully and promptly informed of the conduct of such recovery; and

(c) reduce the amount of the Claim by the amount of the Recovered Sum.

If the recovery is delayed until after the Claim has been paid by the other party tothe first-mentioned party, the Recovered Sum will be paid to the other party.

22.8 Reduction in Purchase PriceIf payment is made for a breach of any Warranty that relates to one or more of the Assets, the payment is to be treated as a reduction in the Total Purchase Price attributed to each relevant Asset in clause 3.1 (“Sale and purchase”). If a Warranty does not relate to specific Assets any payment made is to be treated as a reduction in the Total Purchase Price attributed to all of the Assets. The reduction in Total Purchase Price is to be apportioned between the Assets in the same ratio as the Total Purchase Price attributed to each Asset bears to the Total Purchase Price attributed to all the Assets.

22.9 Time limit on Claims by the BuyerThe Buyer may not make any Claim, other than an Excluded Claim, under this agreement including for a breach of Warranty unless full details of the Claim have been notified to the Seller in accordance with clause 22.1 (“Notice of Claims”) within 12 months from Completion. A Claim will not be enforceable against the Seller and is to be taken for all purposes to have been withdrawn unless any legal proceedings in connection with the Claim are commenced within 12 months after written notice of the Claim is served on the Seller in accordance with clause 22.1 (“Notice of Claims”).

22.10 Minimum amount of Claims by the BuyerThe Buyer may not make any Claim, other than an Excluded Claim, under this agreement including for a breach of Warranty:

(a) if the amount of the Claim is less than $100,000; and

(b) unless and until the aggregate amount of all Claims properly made under this agreement exceeds:

(i) three percent of the Total Purchase Price; or

(ii) if the Claims relate only to title, one percent of the Total Purchase Price; and

(c) the Seller’s liability will be limited to the amount by which such Claim exceeds the relevant threshold amount referred to in clause 22.10(b).

22.11 Maximum Liability of the Seller(a) Subject to clause 22.6 (“Limits on Seller’s Liability”), the Seller’s total

Liability for loss or damage of any kind however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement or its subject matter is limited in aggregate for any and all Claims, other than the Excluded Claims, to 50% of the Total Purchase Price.



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(b) Subject to clause 22.6 (“Limits on Liability”), the Seller’s total Liability for loss or damage of any kind however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to clauses 2.4 (“Capital Works”) or 2.5(“Maintenance”) is limited in aggregate for any and all Claims to the amounts received by the Seller for the performance of its obligations under those clauses.

22.12 Obligation to mitigateNothing in this clause 22 (“Limitations of Liability”) in any way restricts or limits the general obligation at law of a party to mitigate any Loss or damage which it may incur in consequence of any breach by the other party of the terms of this agreement.

22.13 Tax benefitIn calculating the Liability of a party for a Claim arising under, in relation to or arising out of this agreement, including for a breach of any Warranty, any tax benefit or reduction received by the other party as a result of the loss or damage arising from that breach must be taken into account.

23 Default

23.1 Failure by a party to CompleteIf a party does not Complete, other than as a result of default by the other party, the non-defaulting party may give the defaulting party notice requiring it to Complete within 10 Business Days of receipt of the notice.

23.2 Specific performance or terminationIf the defaulting party does not Complete within the period specified in clause 23.1 (“Failure by a party to Complete”) the non-defaulting party may choose either to proceed for specific performance or terminate this agreement. If the non-defaulting party elects to terminate this agreement, clause 23.3 (“Effect of termination”) applies and the only remedies of the non-defaulting party in connection with the default and/or termination will be those set out in that clause.

23.3 Effect of termination If this agreement is terminated by a non-defaulting party under this clause 23:

(a) each party is released from its obligations under this agreement other than in relation to clause 2 (“Railway operations before Completion”), clause 9 ("GST"), clause 24 ("Confidentiality") and this clause 23.3("Termination");

(b) the Buyer must return to the Seller all documents and other materials in any medium in its possession, power or control which contain information relating to the Business, including the Records;

(c) the RMMD terminates at the end of 60 days after the termination of this agreement and all Claims, rights and obligations under or arising out of the RMMD are extinguished except for amounts owing under the RMMD at the time of its termination;



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(d) the Lease of Premises (Terminals) terminates at the end of 60 days after the termination of this agreement and each party to it releases the others absolutely from all Claims under the lease; and

(e) the defaulting party must pay to the non-defaulting party liquidated damages of $3 million as a genuine pre-estimate of the loss suffered by the non-defaulting party.

24 Confidentiality and privacy

24.1 Confidential InformationNo Confidential Information may be disclosed by the Receiving Party to any person except:

(a) to Representatives of the Receiving Party or its Related Bodies Corporate requiring the information for the purposes of this agreement; or

(b) with the consent of the Disclosing Party; or

(c) if the Receiving Party is required to do so by any Government Agency, law, a stock exchange, a Court or any regulatory authority; or

(d) if the Receiving Party is required to do so in connection with legal proceedings relating to this agreement; or

(e) any disclosure to facilitate the novation of this agreement (or any part of this agreement) by the Buyer to a nominee (including a State owned company); or

(f) any disclosure reasonably required to be made by the Minister for Infrastructure to the Parliament of Tasmania.

24.2 Disclosure of Confidential InformationIf the Receiving Party discloses information as permitted under clause 24.1(a) or 24.1(b) (“Confidential Information”), the Receiving Party must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in clause 24.1 (“Confidential Information”).

24.3 Use of Confidential InformationThe Buyer must not use any Confidential Information of the Seller except for the purpose of performing its obligations under this agreement.

24.4 Excluded InformationClauses 24.1 (“Confidential Information”), 24.2 (“Disclosure of Confidential Information”) and 24.3 (“Use of Confidential Information”) do not apply to Excluded Information.



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24.5 Delivery of materialsThe Receiving Party must, on the request of the Disclosing Party, immediately deliver to the Disclosing Party all documents or other materials containing or referring to Confidential Information of the Disclosing Party which are:

(a) in the Receiving Party’s possession, power or control; or

(b) in the possession, power or control of persons who have received Confidential Information from it under clause 24.1(a) or 24.1(b)(“Confidential Information”).

24.6 Use and disclosure of Confidential Information related to the Business by Buyer from CompletionOn and from Completion, clauses 24.1 (“Confidential Information”) to 24.5(“Delivery of materials”) cease to apply to the Buyer in relation to Confidential Information contained in the Records.

24.7 Application of this clauseThis clause 24 (“Confidentiality and privacy”) applies on and from the date this agreement is executed and replaces the Confidentiality Deed on and from that date.

24.8 Post Completion(a) On and from Completion, all Confidential Information directly and

solely relating to the Listed Material Contracts disclosed by the Seller to the Buyer on or before Completion is taken to be Confidential Information of the Buyer for the purposes of this agreement. The Seller must not disclose such Confidential Information to any third person except:

(i) to the extent necessary in connection with any legal proceedings; or

(ii) if the Seller is required to do so by any Government Agency, law, stock exchange, a Court or a regulatory authority.

(b) The Seller must not for a period of 2 years after Completion (whether alone or together with any other person):

(i) solicit, canvass or secure the custom of a customer who:

(A) is, at Completion; or

(B) was, within the period of 12 months prior to Completion,

a customer of the Business or of the Seller in connection with the Business, where such custom is for any services:

(C) which compete with any services provided by the Business or the Seller in connection with the Business, at Completion; and



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(D) to be provided in Tasmania;

(ii) by itself or by any of its agents or servants, disclose or use to the disadvantage of the Buyer, any Confidential Information (including trade secrets) except:

(A) to the extent necessary in connection with any legal proceedings; or

(B) if the Seller is required to do so by any Government Agency, law, stock exchange, a Court or a regulatory authority.

25 ConfidentialityDespite any confidentiality subsisting in this agreement, any party may publish, without reference to the other parties, all or any part of this agreement.

26 Access to Records after Completion

26.1 Maintenance of RecordsAfter Completion:

(a) the Buyer will keep the Records delivered to it on Completion; and

(b) the Seller will keep the books, records and other documents relating to the Business required to be kept or maintained by the Seller,

for five years from the date of the creation of the relevant document.

26.2 AccessEach party will permit the other parties to have access to those books, records and documents (excluding tax returns of the Seller and the Buyer) during business hours as the other party reasonably requires.

26.3 AssistanceThe Buyer will provide access and assistance (including copies of relevant documents) reasonably requested by the Seller, including access to complete tax returns.

27 Costs and stamp duty

27.1 Legal costsThe Seller and the Buyer agree to pay their own legal and other costs and expenses in connection with the negotiation, preparation, execution and completion of this agreement and other related documentation, except for stamp duty.



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27.2 Stamp dutyThe Buyer agrees to pay all stamp duty (including fines and penalties) chargeable, payable or assessed in relation to this agreement and the transfer of the Business and the Assets to the Buyer.

28 Notices and other communications

28.1 Form - all communicationsUnless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this agreement must be:

(a) in writing;

(b) signed by the sender (if an individual) or an Authorised Officer of the sender; and

(c) marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

28.2 Form - communications sent by emailCommunications sent by email need not be marked for attention in the way stated in clause 28.1 (“Form - all communications”). However, the email must state the first and last name of the sender. Communications sent by email are taken to be signed by the named sender.

28.3 DeliveryCommunications must be:

(a) left at the address set out or referred to in the Details;

(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details;

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) given in any other way permitted by law.

However, if the intended recipient has notified a changed address, fax number, then communications must be to that address, fax number or email address.

28.4 When effectiveCommunications take effect from the time they are received or taken to be received under clause 28.5 (“When taken to be received”) (whichever happens first) unless a later time is specified.

28.5 When taken to be receivedCommunications are taken to be received:



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(a) if sent by post, three days after posting (or seven days after posting if sent from one country to another); or

(b) if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent.

(c) if sent by email, when the sender receives a receipt that the email has been read.

28.6 Receipt outside business hoursDespite clauses 28.4 (“When effective”) and 28.5 (“When taken to be received”), if communications are received or taken to be received under clause 28.5 (“When taken to be received”) after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

29 Assignment

29.1 No assignmentNo party may assign or otherwise deal with its rights under this agreement or allow any interest in them to arise or be varied, in each case without the consent of the other party, which consent must not be unreasonably withheld or delayed.

30 Miscellaneous

30.1 Discretion in exercising rightsA party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

30.2 Partial exercising of rightsIf a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.

30.3 No liability for lossA party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

30.4 Approvals and consentsBy giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

30.5 Conflict of interestThe parties’ rights and remedies under this agreement may be exercised even if it involves a conflict of duty or a party has a personal interest in their exercise.



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30.6 Remedies cumulativeThe rights and remedies provided in this agreement are in addition to other rights and remedies given by law independently of this agreement.

30.7 Rights and obligations are unaffectedRights given to the parties under this agreement and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

30.8 Variation and waiverA provision of this agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

30.9 No mergerThe doctrine of merger is excluded. Accordingly, and without limitation:

(a) no obligation or right merges in any transfer of an estate or interest in land pursuant to this agreement;

(b) any provision of this agreement which is not fully completed, observed or performed at Completion, or is capable of taking effect after Completion, continues in full force and effect; and

(c) the Warranties, undertakings and indemnities in this agreement continue after Completion .

30.10 IndemnitiesSubject to this agreement the indemnities in this agreement are continuing obligations, independent from the other obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

30.11 Further stepsEach party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed) as may be necessary or desirable to give full effect to the provisions of this agreement and the transactions contemplated by it.

30.12 Entire agreementThis agreement, the Support Agreement and the RMMD constitute the entire agreement of the parties about their subject matter and supersede all previous agreements, understandings and negotiations on those subject matters. The parties agree that this agreement supersedes the HOA and all rights and obligations under the HOA are extinguished on the date of this agreement.

30.13 ConstructionNo rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this agreement or any part of it.



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30.14 SeverabilityIf the whole of any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

31 Nomination

31.1 Nomination requirements The Buyer named above (Original Buyer) may appoint a nominee or nominees (Nominee Buyer or Nominee Buyers) to complete the purchase of some or all of the Business (including some or all of the Assets) if all of the following are satisfied:

(a) the nomination is made not later than 15 Business Days prior to Completion;

(b) the Seller, the Original Buyer and the Nominee Buyer (or Nominee Buyers) enter into a nomination deed pursuant to which:

(i) the Nominee Buyer (or Nominee Buyers) is (are) nominated by the Original Buyer to complete the purchase of the Business and/or relevant Assets in accordance with this agreement and the Nominee Buyer (or Nominee Buyers) agrees (agree) to be bound by all of the Original Buyer’s obligations under and in connection with this agreement relating to Completion;

(ii) the Seller agrees that the Nominee Buyer (or Nominee Buyers) is (are) entitled to the benefit of the Seller’s obligations under this agreement in connection with the sale of the Business and/or relevant Assets (including the benefit of the Warranties) and all rights, powers, remedies, arising out any breach of those obligations or Warranties;

(iii) the Original Buyer acknowledges and agrees that:

(A) the nomination does not release the Original Buyer from its obligations under this agreement; and

(B) the Seller will be entitled to enforce this agreement against any or all of the Nominee Buyer (or Nominee Buyers) and the Original Buyer if the Nominee Buyer (or Nominee Buyers) fails (fail) to complete the purchase of the Business and/or relevant Assets in accordance with this agreement.

31.2 Seller and Nominee Buyer bound by previous actsAll things done or omitted to be done by the Seller and the Original Buyer in connection with this agreement before the date of the nomination, and all rights, powers, remedies, obligations and liabilities arising out of all such things, will be binding on both the Seller and the Nominee Buyer (or Nominee Buyers) of the



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Business and/or relevant Assets to the same extent and in the same manner as if the Nominee Buyer (or Nominee Buyers) was (were) the Original Buyer.

32 Governing law, jurisdiction and service of process

32.1 Governing lawThis agreement is governed by the law in force in the place specified in the Details. Each party submits to the non-exclusive jurisdiction of the courts of that place.

32.2 Serving documentsWithout preventing any other method of service, any document in an action may be served on a party by being delivered to or left at that party’s address.

33 CounterpartsThis agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.

EXECUTED as an agreement


Mallesons Stephen Jaques10069799_5 business sale agreement -


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Schedule 1 - Assets/InventoryPart A - Above Rail Assets

Asset Book Summary Report

Asset Register Above Rail Assets as at 30 Jun 09

PN Tas Assets

Asset Number Description Model Serial1000 Locomotives1001.00 Loco-EMD (DQ) 2000 20011001.01 Loco-EMD (DQ);;Recond Generator 2000 20011002.00 Loco-EMD (DQ) 2000 20021002.01 Loco-EMD (DQ);;Recond Generator 2000 20021002.02 Locomotive;;Draft Gear Renewal Project 2000 20021002.03 Locomotive;;Loco Upgrade program 2000 20021002.04 Locomotive;;Draft Gear Renewal Project 2000 20021003.00 Loco-EMD (DQ) 2000 20031003.01 Loco-EMD (DQ);;F Service 0 20031003.02 Locomotive;;Loco upgrade program 2000 20031004.00 Loco-EMD (DQ) 2000 20041004.01 Locomotive;;Engine Rebuild Loco 2004 0 20041004.02 Locomotive;;Loco upgrade program 2000 20041004.03 Locomotive;;Draft Gear Renewal Project 2000 20041005.00 Loco-EMD (DQ) 2000 20051005.01 Locomotive;;Loco upgrade program 2000 20051005.02 Locomotive;;Draft Gear Renewal Project 2000 20051006.00 Loco-EMD (DQ) 2000 20061006.01 Locomotive;;Draft Gear Renewal Project 2000 20061006.02 Locomotive;;Loco upgrade program 2000 20061007.00 Loco-EMD (DQ) 2000 20071007.01 Locomotive;;Loco upgrade program 2000 20071008.00 Loco-EMD (DQ) 2000 20081008.01 Locomotive;;Draft Gear Renewal Project 2000 20081008.02 Loco-EMD (DQ);;F Service 0 2008



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Asset Number Description Model Serial1008.03 Locomotive;;Loco upgrade program 2000 20081009.00 Loco-EMD (DQ) 2000 20091009.01 Loco-EMD (DQ);;F Service 0 20091009.02 Locomotive;;Loco upgrade program 2000 20091010.00 Loco-EMD (DQ) 2000 20101010.01 Locomotive;;Loco upgrade program 2000 20101011.00 Loco-EMD (DQ) 2000 20111011.01 Locomotive;;Draft Gear Renewal Project 2000 20111011.02 Loco-EMD (DQ);;F Service 0 20111011.03 Locomotive;;Loco upgrade program 2000 20111012.00 Loco-EMD (DQ) 2000 20121012.01 Loco-EMD (DQ);;F Service 0 20121012.02 Locomotive;;Loco upgrade program 2000 20121013.00 Loco-EMD (D) 2020 20201013.01 Locomotive;;Loco upgrade program 2020 20201014.00 Loco-EMD (D) 2020 20211014.01 Loco-EMD (D);;F Service 0 20211014.02 Locomotive;;Draft Gear Renewal Project 2020 20211014.03 Locomotives;;Draft Gear Renewal Project;; 2020 20211014.04 Locomotive;;Loco upgrade program, Incl new engine 2020 20211015.00 Loco-English Electric 2100 21001015.01 Loco-English Electric;;Engine Overhaul 2100 21001015.02 Locomotive;;Draft Gear Renewal Project 2100 21001015.03 Locomotive;;Draft Gear Renewal Project 2100 21001015.04 Locomotive;;Loco upgrade program 2100 21001015.05 Locomotive;;Draft Gear Renewal Project 2100 21001016.00 Loco-English Electric 2100 21011016.01 Loco-English Electric 2100 21011016.02 Locomotive;;Draft Gear Renewal Project 2100 21011016.03 Locomotive;;Draft Gear Renewal Project 2100 21011016.04 Locomotive;;Loco upgrade program 2100 21011017.00 Loco-EMD (QR) 2102 20561017.01 Locomotive;;Draft Gear Renewal Project 2102 20561018.00 Loco-EMD (QR) 2102 20621019.00 Loco-EMD (QR) 2102 21021020.00 Loco-English Electric (Z) 2110 21101020.01 Loco-English Electric;;Engine Overhaul;; 2100 2110



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Asset Number Description Model Serial1020.02 Locomotive;;Draft Gear Renewal 2110 21101020.03 Locomotive;;Loco upgrade program 2110 21101021.00 Loco-English Electric (Z) 2110 21111021.01 Loco-English Electric (Z);;Engine Overhaul 2110 21111021.02 Locomotive;;Draft Gear Renewal Project 2110 21111021.03 Locomotive;;Loco upgrade program 2110 21111022.00 Loco-English Electric (Z) 2110 21121022.01 Locomotive;;Draft Gear Renewal Project 2110 21121022.02 Locomotive;;Loco upgrade program 2110 21121022.03 Locomotive;;Draft Gear Renewal Project 2110 21121023.00 Loco-English Electric (Z) 2110 21131023.01 Locomotive;;Draft Gear Renewal Project 2110 21131023.02 Locomotive;;Loco upgrade program 2110 21131023.03 Locomotive;;Draft Gear Renewal Project 2110 21131024.00 Loco-English Electric (ZA) 2114 21141024.01 Locomotive;;Draft Gear Renewal Project 2114 21141024.02 Locomotive;;Loco upgrade program 2114 21141025.00 Loco-English Electric (ZA) 2114 21151025.01 Locomotive;;Draft Gear Renewal Project 2114 21151026.00 Loco-English Electric (ZA) 2114 21161026.01 Locomotive 0 01026.02 Locomotive;;Loco upgrade program 2114 21161027.00 Loco-English Electric (ZA) 2114 21171027.01 Locomotive;;Draft Gear Renewal Project;; 2114 21171028.00 Loco-English Electric (ZA) 2114 21181029.00 Loco-English Electric (ZB) 2120 21211029.01 Locomotive;;Draft Gear Renewal Project 2120 21211029.02 Locomotive 2120 21211029.03 Locomotive;;Loco upgrade program 2120 21211030.00 Loco-English Electric (ZB) 2120 21221030.01 Locomotive;;Loco upgrade program 2120 21221031.00 Loco-English Electric (ZB) 2120 21231031.01 Locomotive;;Draft Gear Renewal Project 2120 21231031.02 Locomotive;;Loco upgrade program 2120 21231032.00 Loco-English Electric (ZB) 2120 21261033.00 Loco-English Electric (ZB) 2120 21271034.00 Loco-English Electric (ZB) 2120 2128



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Asset Number Description Model Serial1034.01 Locomotive;;Draft Gear Renewal Project 2100 21281034.02 Locomotive;;Loco upgrade program 2120 21281035.00 Loco-English Electric (ZC) 2140 21401036.00 Loco-English Electric (ZC) 2140 21411037.00 Loco-English Electric (ZC) 2140 21441038.00 Loco-English Electric (ZC) 2140 21451039.00 Loco-English Electric (Y) 2150 21501040.00 Loco-English Electric (Y) 2150 21511041.00 Loco-EMD (DC) 4588 45881041.01 Loco-EMD (DC) 0 45882509.00 Loco-Axles 0 02539.00 Wheels-Loco (ZB) 0 02540.00 Traction Motor Rewind 0 02541.00 Traction Motor Rewind 0 02545.00 Wheels - Loco (23);;For DQ Locos 0 02546.00 Wheels - Loco;;For Eng Elect Locos (36) 0 02608.00 Loco-MKA;;2130 Class 2130 21342608.01 Locomotive;;Draft Gear Renewal Project 2130 21342608.02 Locomotive;;Loco upgrade program 2130 21342609.00 Loco-MKA;;2130 Class 2130 21372609.01 Locomotive;;Loco upgrade program 2130 21372610.00 Loco-MKA;;2130 Class 2130 21382610.01 Locomotive;;Loco upgrade program 2130 21382610.02 Locomotive;;Draft Gear Renewal Project 2130 21382611.00 Wheels-Loco (36) for DQ Locos 0 02612.00 Wheels-Loco (24) for ZB,ZR Locos 0 02614.00 End of Train Unit 0 02641.00 Traction Motors 0 02641.01 Traction Motor;; 0 02651.00 Locomotive-MKA-2130 Class 2130 21312651.01 Locomotive;;Loco upgrade program 2130 21312651.02 Locomotive;;Commissioning MKA ex PNQ 2130 21312652.00 Locomotive-MKA-2130 Class 2130 21322652.01 Locomotive;;Loco upgrade program 2130 21322652.02 Locomotive;;Commissioning costs for MKA ex PNQ 2130 21322653.00 Locomotive-MKA-2130 Class 2130 21332653.01 Locomotive;;Loco upgrade program 2130 2133



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Asset Number Description Model Serial2653.02 Locomotive;;Commissioning costs for MKA ex PNQ 2130 21332662.00 Traction Motors;;Overhaul Traction motors 2130 02663.00 Wheels-Loco (24) for MKA Locos 0 02668.00 Traction Motors 548/558 Refurbishment 0 02669.00 Engine 645E 0 02670.00 MK2 & MK3 0 02671.00 D CLASS TRACTION MOTORS;;12 MOTORS 2130 02672.00 WHEELS;;36 DQ LOCO WHEELS 2130 02673.00 TracTION MOTOR REBUILD;;EE548 2130 02674.00 TracTION MOTOR REBUILD;;D29 2130 02675.00 GENERATOR REBUILD;;D32 2130 02676.00 GENERATOR REBUILD;;EE822 2130 02677.00 2000 CLASS REBUILD 2130 02997.00 Locomotive2000 Wagons1042.00 Wagon-Low open sided-rocks CE CE21046.00 Driving trailer Loco DV DV11077.00 Wagon-Bolster flat-logs FD FD971184.00 Wagon-Spine bolster flat-logs FE FE91185.00 Wagon-Spine bolster flat-logs FE FE191186.00 Wagon-Spine bolster flat-logs FE FE211187.00 Wagon-Spine bolster flat-logs FE FE281188.00 Wagon-Spine bolster flat-logs FE FE321189.00 Wagon-Spine bolster flat-logs FE FE341193.00 Wagon-Spine bolster flat-logs FE FE441194.00 Wagon-Spine bolster flat-logs FE FE471195.00 Wagon-Spine bolster flat-logs FE FE481197.00 Wagon-Spine bolster flat-logs FE FE601198.00 Wagon-Spine bolster flat-logs FE FE621199.00 Wagon-Spine bolster flat-logs FE FE631200.00 Wagon-Spine bolster flat-logs FE FE691201.00 Wagon-Spine bolster flat-logs FE FE801202.00 Wagon-Spine bolster flat-logs FE FE871203.00 Wagon-Spine bolster flat-logs FE FE891204.00 Wagon-Spine bolster flat-logs FE FE901205.00 Wagon-Spine bolster flat-logs FE FE911206.00 Wagon-Spine bolster flat-logs FE FE92



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Asset Number Description Model Serial1207.00 Wagon-Spine bolster flat-logs FE FE931208.00 Wagon-Spine bolster flat-logs FE FE941209.00 Wagon-Spine bolster flat-logs FE FE1021210.00 Wagon-Spine bolster flat-logs FE FE1061211.00 Wagon-Spine bolster flat-logs FE FE1071212.00 Wagon-Spine bolster flat-logs FE FE1081213.00 Wagon-Spine bolster flat-logs FE FE1111214.00 Wagon-Spine bolster flat-logs FE FE1141215.00 Wagon-Spine bolster flat-logs FE FE1151216.00 Wagon-Spine bolster flat-logs FE FE1251217.00 Wagon-Spine bolster flat-logs FE FE1291218.00 Wagon-Spine bolster flat-logs FE FE1321219.00 Wagon-Spine bolster flat-logs FE FE1331220.00 Wagon-Spine bolster flat-logs FE FE1391221.00 Wagon-Spine bolster flat-logs FE FE1451221.01 Wagon;;Draft Gear Renewal Project FE FE1451222.00 Wagon-Spine bolster flat-logs FE FE1461223.00 Wagon-Spine bolster flat-logs FE FE1521224.00 Wagon-Spine bolster flat-logs FE FE1561225.00 Wagon-Spine bolster flat-logs FE FE1571226.00 Wagon-Spine bolster flat-logs FE FE1581227.00 Wagon-Spine bolster flat-logs FE FE1601228.00 Wagon-Spine bolster flat-logs FE FE1661229.00 Wagon-Spine bolster flat-logs FE FE1721230.00 Wagon-Spine bolster flat-logs FE FE1731231.00 Wagon-Spine bolster flat-logs FE FE1741232.00 Wagon-Spine bolster flat-logs FE FE1761233.00 Wagon-Spine bolster flat-logs FE FE1771234.00 Wagon-Spine bolster flat-logs FE FE1781235.00 Wagon-Spine bolster flat-logs FE FE1791236.00 Wagon-Spine bolster flat-logs FE FE1841237.00 Wagon-Spine bolster flat-logs FE FE1861238.00 Wagon-Spine bolster flat-logs FE FE1891239.00 Wagon-Spine bolster flat-logs FE FE1921240.00 Wagon-Spine bolster flat-logs FE FE1941241.00 Wagon-Spine bolster flat-logs FE FE1991242.00 Wagon-Spine bolster flat-logs FE FE200



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Asset Number Description Model Serial1243.00 Wagon-Spine bolster flat-logs FE FE2021244.00 Wagon-Spine bolster flat-logs FE FE2031245.00 Wagon-Spine bolster flat-logs FE FE2041246.00 Wagon-Spine bolster flat-logs FE FE2051249.00 Wagon-Spine bolster flat-logs FEP FEP3011250.00 Wagon-Spine bolster flat-logs FEP FEP3021251.00 Wagon-Spine bolster flat-logs FEP FEP3031252.00 Wagon-Spine bolster flat-logs FEP FEP3051253.00 Wagon-Spine bolster flat-logs FEP FEP3061254.00 Wagon-Spine bolster flat-logs FEP FEP3071255.00 Wagon-Spine bolster flat-logs FEP FEP3081256.00 Wagon-Spine bolster flat-logs FEP FEP3101258.00 Wagon-Spine bolster flat-logs FEP FEP3121259.00 Wagon-Spine bolster flat-logs FEP FEP3131260.00 Wagon-Spine bolster flat-logs FEP FEP3141261.00 Wagon-Spine bolster flat-logs FEP FEP3151262.00 Wagon-Spine bolster flat-logs FEP FEP3171263.00 Wagon-Spine bolster flat-logs FEP FEP3181264.00 Wagon-Spine bolster flat-logs FEP FEP3191265.00 Wagon-Spine bolster flat-logs FEP FEP3201266.00 Wagon-Spine bolster flat-logs FEP FEP3211267.00 Wagon-Spine bolster flat-logs FEP FEP3221268.00 Wagon-Spine bolster flat-logs FEP FEP3231269.00 Wagon-Spine bolster flat-logs FEP FEP3241270.00 Wagon-Spine bolster flat-logs FEP FEP3251271.00 Wagon-Spine bolster flat-logs FEP FEP3261272.00 Wagon-Spine bolster flat-logs FEP FEP3271273.00 Wagon-Spine bolster flat-logs FEP FEP3291274.00 Wagon-Spine bolster flat-logs FEP FEP3301279.00 Wagon-Flat-logs FP FP11280.00 Wagon-Flat-logs FP FP21281.00 Wagon-Flat-logs FP FP31282.00 Wagon-Flat-logs FP FP41283.00 Wagon-Flat-logs FP FP51284.00 Wagon-Flat-logs FP FP101285.00 Wagon-Flat-logs FP FP111286.00 Wagon-Flat-logs FP FP12



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Asset Number Description Model Serial1287.00 Wagon-Flat-logs FP FP131288.00 Wagon-Flat-logs FP FP151289.00 Wagon-Flat-logs FP FP171290.00 Wagon-Flat-logs FP FP191291.00 Wagon-Flat-logs FP FP211292.00 Wagon-Flat-logs FP FP231294.00 Wagon-Flat-logs FP FP261295.00 Wagon-Flat-logs FP FP281296.00 Wagon-Flat-logs FP FP301297.00 Wagon-Flat-logs FP FP321298.00 Wagon-Flat-logs FP FP331299.00 Wagon-Flat-logs FP FP341299.01 Wagon;;Draft Gear Renewal Project FP FP341300.00 Wagon-Flat-logs FP FP351301.00 Wagon-Flat-logs FP FP361302.00 Wagon-Flat-logs FP FP401303.00 Wagon-Hopper-open-steel-limes HC HC11332.00 Wagon-Hopper-aluminium-cement HE1 HE11333.00 Wagon-Hopper-aluminium-cement HE1 HE21333.01 Wagon-Hopper-aluminium-cement;;Draft Gear Renewal Project HE1 HE21334.00 Wagon-Hopper-aluminium-cement HE1 HE31334.01 Wagon-Hopper-cement;;Refurbishment HE1 HE31335.00 Wagon-Hopper-aluminium-cement HE1 HE41335.01 Wagon ;;Draft Gear Renewal Project HE HE41336.00 Wagon-Hopper-aluminium-cement HE1 HE51336.01 Wagon;;Draft Gear Renewal Project HE1 HE51336.02 WagonHopper-aluminium-cement;;Draft Gear Renewal Project HE1 HE41337.00 Wagon-Hopper-aluminium-cement HE1 HE61337.01 Wagon-Hopper-aluminium-cement;;Draft Gear Renewal Project HE HE61338.00 Wagon-Hopper-aluminium-cement HE1 HE71338.01 Wagon-Hopper-aluminium-cement;;Draft Gear Renewal Project HE1 HE71339.00 Wagon-Hopper-aluminium-cement HE1 HE81339.01 Wagon;;Draft Gear Renewal Project HE HE81340.00 Wagon-Hopper-aluminium-cement HE1 HE91340.01 Wagon-Hopper-aluminium-cement;;Draft Gear Renewal Project HE1 HE91341.00 Wagon-Hopper-aluminium-cement HE1 HE101341.01 Wagon-Hopper-aluminium-cement;;Draft Gear Renewal Project HE HE10



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Asset Number Description Model Serial1342.00 Wagon-Hopper-steel-cement HE2 HE111343.00 Wagon-Hopper-steel-cement HE2 HE121343.01 Wagon;;Draft Gear Renewal Project HE HE121344.00 Wagon-Hopper-steel-cement HE2 HE131345.00 Wagon-Hopper-steel-cement HE2 HE141346.00 Wagon-Hopper-steel-cement HE3 HE151346.01 Wagon-Hopper-steel-cement;;Draft Gear Renewal Project HE3 HE151347.00 Wagon-Hopper-steel-cement HE3 HE161348.00 Wagon-Hopper-aluminium-coal HF1 HF11348.01 Wagon;;Draft Gear Renewal Project HF1 HF11348.02 Wagon;;Draft Gear Renewal Project HF1 HF11349.00 Wagon-Hopper-aluminium-coal HF1 HF21349.01 Wagon;;Draft Gear Renewal Project HF HF21349.02 Wagon;;Draft Gear Replacement Project HF HF121350.00 Wagon-Hopper-aluminium-coal HF1 HF31350.01 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF31351.00 Wagon-Hopper-aluminium-coal HF1 HF41351.01 Wagon;;Draft Gear Renewal Project HF1 HF41351.02 Wagon ;;Draft Gear Renewal Project HF1 HF41351.03 Wagon;;Draft Gear Renewal Project HF1 HF41351.04 Wagon;;Draft Gear Renewal Project HF1 HF41352.00 Wagon-Hopper-aluminium-coal HF1 HF51352.01 Wagon;;Draft Gear Renewal Project HF1 HF51352.02 Wagon-Hopper-aluminium-coal;;Draft Gear renewal Project HF1 HF51353.00 Wagon-Hopper-aluminium-coal HF1 HF61353.01 Wagon;;Draft Gear Renewal Project HF1 HF61353.02 Wagon;;Draft Gear Renewal Project HF1 HF61354.00 Wagon-Hopper-aluminium-coal HF1 HF71355.00 Wagon-Hopper-aluminium-coal HF1 HF91355.01 Wagon;;Draft Gear Renewal Project HF1 HF91355.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF91356.00 Wagon-Hopper-aluminium-coal HF1 HF111356.01 Wagon;;Draft Gear Renewal Project HF1 HF111357.00 Wagon-Hopper-aluminium-coal HF1 HF121357.01 Wagon;;Draft Gear Renewal Project HF1 HF121357.02 Wagon;;Draft Gear Renewal Project HF1 HF121357.03 Wagon;;Draft Gear Renewal Project HF1 HF12



74

Asset Number Description Model Serial1358.00 Wagon-Hopper-aluminium-coal HF1 HF141359.00 Wagon-Hopper-aluminium-coal HF1 HF161359.01 Wagon;;Draft Gear Renewal Project HF HF161359.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF161360.00 Wagon-Hopper-aluminium-coal HF1 HF171360.01 Wagon;;Draft Gear Renewal Project HF1 HF171360.02 Wagon;;Draft Gear Renewal Project HF HF171360.03 Wagon;;Draft Gear Renewal Project HF1 HF171361.00 Wagon-Hopper-aluminium-coal HF1 HF191362.00 Wagon-Hopper-aluminium-coal HF1 HF201362.01 Wagon;;Draft Gear Renewal Project HF1 HF201362.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF201363.00 Wagon-Hopper-aluminium-coal HF1 HF211363.01 Wagon;;Draft Gear Renewal Project HF HF211363.02 Wagon;;Draft Gear Renewal Project HF1 HF211364.00 Wagon-Hopper-aluminium-coal HF1 HF221364.01 Wagon;;Draft Gear Renewal Project HF1 HF221365.00 Wagon-Hopper-aluminium-coal HF1 HF231365.01 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF231366.00 Wagon-Hopper-aluminium-coal HF1 HF241366.01 Wagon;;Draft Gear Renewal Project HF1 HF241366.02 Wagon;;Draft Gear Renewal Project HF1 HF241366.03 Wagon;;Draft Gear Renewal Project HF1 HF241366.04 Wagon-Hopper-aluminium-coal;;Draft Gear renewal Project HF1 HF241367.00 Wagon-Hopper-aluminium-coal HF1 HF251367.01 Wagon;;Dreaft Gear Renewal Project HF1 HF251367.02 Wagon;;Draft Gear Renewal Project HF1 HF251367.03 Wagon;;Draft Gear Renewal Project HF1 HF251368.00 Wagon-Hopper-aluminium-coal HF1 HF261368.01 Wagon;;Draft Gear Renewal Project HF1 HF261368.02 Wagon;;Draft Gear Renewal Project HF1 HF261368.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF261369.00 Wagon-Hopper-aluminium-coal HF1 HF271369.01 Wagon;;Draft Gear Renewal Project HF1 HF271369.02 Wagon;;Draft Gear Renewal Project FH HF271369.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF271370.00 Wagon-Hopper-aluminium-coal HF1 HF28



75

Asset Number Description Model Serial1371.00 Wagon-Hopper-aluminium-coal HF1 HF291371.01 Wagon;;Draft Gear Renewal Project HF1 HF291371.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF291372.00 Wagon-Hopper-aluminium-coal HF1 HF301372.01 Wagon;;Draft Gear Renewal Project HF1 HF301372.02 Wagon;;Draft Gear Renewal Project HF1 HF301372.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF301373.00 Wagon-Hopper-aluminium-coal HF1 HF311373.01 Wagon;;Draft Gear Renewal Project HF1 HF311373.02 Wagon;;Draft Gear Renewal Project HF1 HF311374.00 Wagon-Hopper-aluminium-coal HF1 HF321374.01 Wagon;;Draft Gear Renewal Priject HF1 HF321374.02 Wagon;;Draft Gear Renewal Project HF1 HF321374.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF321375.00 Wagon-Hopper-aluminium-coal HF1 HF331375.01 Wagon;;Draft Gear Renewal Project HF1 HF331375.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF1 HF331376.00 Wagon-Hopper-aluminium-coal HF2 HF341376.01 Wagon;;Draft Gear Renewal Project HF2 HF341376.02 Wagon;;Draft Gear Renewal Project HF2 HF341376.03 Wagon;;Draft Gear Renewal Project HF2 HF341377.00 Wagon-Hopper-aluminium-coal HF2 HF351377.01 Wagon;;Draft Gear Renewal Project HF2 HF351378.00 Wagon-Hopper-aluminium-coal HF2 HF361378.01 Wagon;;Draft Gear Renewal Project HF2 HF361378.02 Wagon;;Draft Gear Renewal Project HF2 HF361378.03 Wagon;;Draft Gear Renewal Project HF2 HF361379.00 Wagon-Hopper-aluminium-coal HF2 HF371379.01 Wagon;;Draft Gear renewal Project HF2 HF371379.02 Wagon-Hopper-aluminium-coal;;draft Gear Renewal Project;; HF2 HF371380.00 Wagon-Hopper-aluminium-coal HF2 HF381380.01 Wagon;;Draft Gear renewal Project HF2 HF381380.02 Wagon;;Draft Gear Renewal Project HF2 HF381381.00 Wagon-Hopper-aluminium-coal HF2 HF391381.01 Wagon;;Draft Gear Renewal Project HF2 HF391381.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF391382.00 Wagon-Hopper-aluminium-coal HF2 HF40



76

Asset Number Description Model Serial1382.01 Wagon;;Draft Gear Renewal Priject HF2 HF401382.02 Wagon ;;Draft Gear Renewal Project HF2 HF401382.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF401383.00 Wagon-Hopper-aluminium-coal HF2 HF411383.01 Wagon;;Draft Gear renewal Project HF2 HF411383.02 Wagon ;;Draft Gear Renewal Project HF2 HF411383.03 Wagon;;Draft Gear Renewal Project HF2 HF411384.00 Wagon-Hopper-aluminium-coal HF2 HF421384.01 Wagon;;Draft Gear Renewal Project HF2 HF421384.02 Wagon;;Draft Gear Renewal Project HF2 HF421384.03 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF421385.00 Wagon-Hopper-aluminium-coal HF2 HF431385.01 Wagon;;Draft Gear Renewal Project HF2 HF431385.02 Wagon;;Draft Gear Renewal Project HF2 HF431385.03 Wagon;;Draft Gear Renewal Project HF2 HF431386.00 Wagon-Hopper-aluminium-coal HF2 HF441386.01 Wagon;;Draft Gear renewal Project HF4 HF441386.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF441387.00 Wagon-Hopper-aluminium-coal HF2 HF451387.01 Wagon;;Draft Gear Renewal Project HF2 HF451387.02 Wagon;;Draft Gear Renewal Project HF2 HF451388.00 Wagon-Hopper-aluminium-coal HF2 HF461388.01 Wagon;;Draft Gear Renewal Project HF2 HF461388.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF461389.00 Wagon-Hopper-aluminium-coal HF2 HF471389.01 Wagon;;Draft Gear Renewal Project HF2 HF471389.02 Wagon;;Draft Gear Renewal Project HF2 HF471390.00 Wagon-Hopper-aluminium-coal HF2 HF481390.01 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF481391.00 Wagon-Hopper-aluminium-coal HF2 HF491391.01 Wagon;;Draft Gear Renewal Project HF2 HF491391.02 Wagon;;Draft Gear Renewal Project HF2 HF491392.00 Wagon-Hopper-aluminium-coal HF2 HF501392.01 Wagon;;Draft Gear renewal Project HF2 HF501392.02 Wagon;;Draft Gear Renewal Project HF2 HF501393.00 Wagon-Hopper-aluminium-coal HF2 HF511393.01 Wagon;;Draft Gear Renewal Project HF2 HF51



77

Asset Number Description Model Serial1393.02 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF511394.00 Wagon-Hopper-aluminium-coal HF2 HF521394.01 Wagon;;Draft Gear Renewal Project HF HF521395.00 Wagon-Hopper-aluminium-coal HF2 HF531395.01 Wagon-Hopper-aluminium-coal;;Draft Gear Renewal Project HF2 HF531396.00 Wagon-Hopper-aluminium-coal HF2 HF541396.01 Wagon;;Draft Gear Renewal Project HF2 HF541396.02 Wagon;;Draft Gear Renewal Project HF2 HF541401.00 Wagon-Hopper-steel-super HQ HQ21402.00 Wagon-Hopper-steel-super HQ HQ31403.00 Wagon-Hopper-steel-super HQ HQ41405.00 Wagon-Hopper-steel-super HQ HQ61406.00 Wagon-Container-flat 3-TEU IB IB821406.01 Wagon;;Draft Gear Renewal Project IB IB821407.00 Wagon-Container-flat 3-TEU IB IB991407.01 Wagon;;Draft Gear Renewal Project IB IB991407.02 Wagon;;Draft Gear Renewal Project IB IB991407.03 Wagon;;Draft Gear Renewal Project IB IB991408.00 Wagon-Container-flat 3-TEU IB IB1161408.01 Wagon;;Draft Gear Renewal Project IB IB1161408.02 Wagon;;Draft Gear Renewal Project IB IB1161408.03 Wagon;;Draft Gear Replacement Project IB IB1161408.04 Wagon;;Draft Gear Renewal Project IB IB1161409.00 Wagon-Container-flat 3-TEU IB IB1391409.01 Wagon;;Draft Gear Renewal Project IB IB1391410.00 Wagon-Container-flat 3-TEU IB IB1451410.01 Wagon;;Draft Gear Renewal Project IB 1451411.00 Wagon-Container-flat 3-TEU IB IB1971411.01 Wagon;;Draft Gear Renewal Project IB IB1971411.02 Wagon;;Draft Gear Renewal Project IB IB1971411.03 Wagon;;Draft Gear Renewal project IB IB1971412.00 Wagon-Container-flat 3-TEU IB IB2371412.01 Wagon;;Draft Gear Renewal Project IB IB2371413.00 Wagon-Container-flat 3-TEU IB IB2431413.01 Wagon;;Draft gear Renewal Project IB IB2431414.00 Wagon-Container-flat 3-TEU IB IB2661414.01 Wagon;;Draft Gear Renewal Project IB IB266



78

Asset Number Description Model Serial1415.00 Wagon-Container-flat 3-TEU IB IB3061415.01 Wagon;;Draft Gear Renewal Project IB IB3061415.02 Wagon;;Draft Gear Renewal Project IB IB3061416.00 Wagon-Container-flat 3-TEU IB IB3581416.01 Wagon;;Draft Gear Renewal Project IB IB3581416.02 Wagon ;;Draft Gear Renewal Project IB IB3581416.03 Wagon;;Draft Gear Renewal Project IB IB3581417.00 Wagon-Container-flat 3-TEU IB IB3641417.01 Wagon;;Draft Gear renewal Project IB IB3641417.02 Wagon;;Draft Gear Renewal Project IB IB3641418.00 Wagon-Container-flat 3-TEU IB IB3871418.01 Wagon;;Draft Gear Renewal Project IB IB3871418.02 Wagon;;Draft Gear Renewal Project IB IB3871419.00 Wagon-Container-flat 3-TEU IB IB3931419.01 Wagon;;Draft Gear Renewal Project IB IB3931419.02 Wagon;;Draft Gear Renewal Project IB IB3931420.00 Wagon-Container-flat 3-TEU IB IB4041420.01 Wagon;;Draft Gear Renewal Project IB IB4041421.00 Wagon-Container-flat 3-TEU IB IB4101421.01 Wagon;;Draft Gear Renewal Project IB IB4101421.02 Wagon;;Draft Gear Renewal Project IB IB4101421.03 Wagon;;Draft Gear Renewal Project IB IB4101422.00 Wagon-Container-flat 3-TEU IB IB4331422.01 Wagon;;Draft Gear Renewal Project IB IB4331422.02 Wagon;;Draft Gear Renewal Project IB IB4331423.00 Wagon-Container-flat 3-TEU IB IB4621423.01 Wagon;;Draft Gear Renewal Project IB IB4621423.02 Wagon ;;Draft Gear Renewal Project IB IB4621423.03 Wagon;;Draft Gear Renewal Project IB IB4621424.00 Wagon-Container-flat 3-TEU IB IB4851424.01 Wagon;;Draft Gear Renewal Project IB IB4851424.02 Wagon;;Draft Gear Renewal Project IB IB4851424.03 Wagon;;Draft Gear Renewal Project IB IB4851425.00 Wagon-Container-flat 3-TEU IB IB5021425.01 Wagon;;Draft Gear Renewal Project IB IB5021425.02 Wagon;;Draft Gear Renewal Project IB IB5021426.00 Wagon-Container-flat 2-TEU QC QC1



79

Asset Number Description Model Serial1426.01 Wagon;;Draft Gear Renewal Project QC QC11426.02 Wagon;;Draft Gear Replacement Project QC QC11427.00 Wagon-Container-flat 2-TEU QC QC21427.01 Wagon;;Draft Gear Renewal Project QC QC21428.00 Wagon-Container-flat 2-TEU QL QL11428.01 Wagon;;Draft Gear Renewal Project QL QL11428.02 Wagon;;Draft Gear Renewal Project QL QL11429.00 Wagon-Container-flat 2-TEU QL QL21429.01 Wagon;;Draft Gear Renewal Project QL QL21430.00 Wagon-Container-flat 2-TEU QL QL41430.01 Wagon;;Draft Gear Renewal Project QL QL41430.02 Wagon;;Draft Gear Renewal Project QL QL41430.03 Wagon;;Draft Gear Renewal Project QL QL41431.00 Wagon-Container-flat 2-TEU QL QL51431.01 Wagon;;Draft Gear Renewal Project QL QL51431.02 Wagon;;Draft Gear Replacement Project QL QL51431.03 Wagon;;Draft Gear Renewal Project QL QL51432.00 Wagon-Container-flat 2-TEU QL QL61432.01 Wagon;;Draft Gear Renewal Project QL QL61432.02 Wagon;;Draft Gear Renewal Project QL QL61433.00 Wagon-Container-flat 2-TEU QL QL71433.01 Wagon;;Draft Gear Renewal Project QL QL71433.02 Wagon ;;Draft Gear Renewal Project QL QL71434.00 Wagon-Container-flat 2-TEU QL QL91434.01 Wagon;;Draft Gear Renewal Project QL QL91434.02 Wagon;;Draft Gear Renewal Project QL QL91435.00 Wagon-Container-flat 2-TEU QL QL101435.01 Wagon ;;Draft Gear Renewal Project QL QL101435.02 Wagon;;Draft Gear Renewal Project QL QL101436.00 Wagon-Container-flat 2-TEU QL QL111436.01 Wagon;;Draft Gear Renewal Project QL QL111436.02 Wagon;;Draft Gear Renewal Project QL QL111437.00 Wagon-Container-flat 2-TEU QL QL121437.01 Wagon;;Draft Gear Renewal Project QL QL121438.00 Wagon-Container-flat 2-TEU QL QL131438.01 Wagon;;Draft Gear Renewal Project QL QL131439.00 Wagon-Container-flat 2-TEU QL QL14



80

Asset Number Description Model Serial1440.00 Wagon-Container-flat 2-TEU QL QL151440.01 Wagon;;Draft Gear Renewal Project QL QL151440.02 Wagon;;Draft Gear Renewal Project QL QL151441.00 Wagon-Container-flat 2-TEU QL QL161441.01 Wagon;;Draft Gear Renewal Project QL QL161442.00 Wagon-Container-flat 2-TEU QL QL171442.01 Wagon;;Draft Gear Replacement Project QL QL171442.03 Wagon;;Draft Gear Renewal Project QL QL171443.00 Wagon-Container-flat 2-TEU QL QL191443.01 Wagon;;Draft Gear Renewal Project QL QL191444.00 Wagon-Container-flat 2-TEU QL QL201444.01 Wagon;;Draft Gear Renewal Project QL QL201445.00 Wagon-Container-flat 2-TEU QL QL211430.03 Wagon;;Draft Gear Renewal Project QL QL41431.00 Wagon-Container-flat 2-TEU QL QL51431.01 Wagon;;Draft Gear Renewal Project QL QL51431.02 Wagon;;Draft Gear Replacement Project QL QL51431.03 Wagon;;Draft Gear Renewal Project QL QL51432.00 Wagon-Container-flat 2-TEU QL QL61432.01 Wagon;;Draft Gear Renewal Project QL QL61432.02 Wagon;;Draft Gear Renewal Project QL QL61433.00 Wagon-Container-flat 2-TEU QL QL71433.01 Wagon;;Draft Gear Renewal Project QL QL71433.02 Wagon ;;Draft Gear Renewal Project QL QL71434.00 Wagon-Container-flat 2-TEU QL QL91434.01 Wagon;;Draft Gear Renewal Project QL QL91434.02 Wagon;;Draft Gear Renewal Project QL QL91435.00 Wagon-Container-flat 2-TEU QL QL101435.01 Wagon ;;Draft Gear Renewal Project QL QL101435.02 Wagon;;Draft Gear Renewal Project QL QL101436.00 Wagon-Container-flat 2-TEU QL QL111436.01 Wagon;;Draft Gear Renewal Project QL QL111436.02 Wagon;;Draft Gear Renewal Project QL QL111437.00 Wagon-Container-flat 2-TEU QL QL121437.01 Wagon;;Draft Gear Renewal Project QL QL121438.00 Wagon-Container-flat 2-TEU QL QL131438.01 Wagon;;Draft Gear Renewal Project QL QL13



81

Asset Number Description Model Serial1439.00 Wagon-Container-flat 2-TEU QL QL141440.00 Wagon-Container-flat 2-TEU QL QL151440.01 Wagon;;Draft Gear Renewal Project QL QL151440.02 Wagon;;Draft Gear Renewal Project QL QL151441.00 Wagon-Container-flat 2-TEU QL QL161441.01 Wagon;;Draft Gear Renewal Project QL QL161442.00 Wagon-Container-flat 2-TEU QL QL171442.01 Wagon;;Draft Gear Replacement Project QL QL171442.03 Wagon;;Draft Gear Renewal Project QL QL171443.00 Wagon-Container-flat 2-TEU QL QL191443.01 Wagon;;Draft Gear Renewal Project QL QL191444.00 Wagon-Container-flat 2-TEU QL QL201444.01 Wagon;;Draft Gear Renewal Project QL QL201445.00 Wagon-Container-flat 2-TEU QL QL211457.01 Wagon;;Draft Gear Renewal Project QLE QLE11457.02 Wagon;;Draft Gear Renewal Project QLE QLE11457.03 Wagon;;Draft Gear Renewal Project QLE QLE11458.00 Wagon-Container-flat 2-TEU QLE QLE21458.01 Wagon;;Draft Gear Replacement Project QLE QLE21458.02 Wagon;;Draft Gear Renewal Project QLE QLE21459.00 Wagon-Container-flat 2-TEU QLE QLE31459.01 Wagon;;Draft Gear Renewal Project QLE QLE31459.02 Wagon;;Draft Gear Renewal Project QLE QLE31459.03 Wagon;;Draft Gear Renewal Project QLE QLE31460.00 Wagon-Container-flat 2-TEU QLE QLE41461.00 Wagon-Container-flat 2-TEU QLE QLE51461.01 Wagon;;Draft Gear Renewal Project QLE QLE51461.02 Wagon;;Draft Gear Renewal Project QLE QLE51462.00 Wagon-Container-flat 2-TEU QLE QLE61462.01 Wagon;;Draft Gear Renewal Project QLE QLE61462.02 Wagon;;Draft Gear Renewal Project QLE QLE61463.00 Wagon-Container-flat 2-TEU QLE QLE71463.01 Wagon;;Draft Gear Renewal Project QLE QLE71463.02 Wagon;;Draft Gear Renewal Project QLE QLE71464.00 Wagon-Container-flat 2-TEU QLE QLE81464.01 Wagon;;Draft Gear Renewal Project QLE QLE81465.00 Wagon-Container-flat 2-TEU QLE QLE9



82

Asset Number Description Model Serial1465.01 Wagon;;Draft Gear Renewal Project QLE QLE91465.02 Wagon;;Draft Gear renewal Project QLE QLE91466.00 Wagon-Container-flat 2-TEU QLE QLE101467.00 Wagon-Container-flat 2-TEU QLE QLE111467.01 Wagon;;Draft Gear Renewal Project QLE QLE111467.02 Wagon;;Draft Gear Renewal Project QLE QLE111468.00 Wagon-Container-flat 2-TEU QLE QLE121468.01 Wagon;;Draft Gear Replacement Project QLE QLE121468.02 Wagon;;Draft Gear Renewal Project QLE QLE121469.00 Wagon-Container-flat 2-TEU QLE QLE131469.01 Wagon;;Draft Gear Renewal Project QLE QLE131469.02 Wagon;;Draft Gear Renewal Project QLE QLE131469.03 Wagon;;Draft Gear Renewal Project QLE QLE131470.00 Wagon-Container-flat 2-TEU QLE QLE141470.01 Wagon;;Draft Gear Renewal Project QLE QLE141471.00 Wagon-Container-flat 2-TEU QLE QLE151471.01 Wagon;;Draft Gear Renewal Project QLE QLE151471.02 Wagon;;Draft Gear Renewal Project QLE QLE151472.00 Wagon-Container-flat 2-TEU QLE QLE161472.01 Wagon;;Draft Gear Renewal Project QLE QLE161472.02 Wagon;;Draft Gear Renewal Project QLE QLE161472.03 Wagon;;Draft Gear Renewal Project QLE QLE161473.00 Wagon-Container-flat 2-TEU QLE QLE171473.01 Wagon;;Draft Gear Renewal Project QLE QLE171474.00 Wagon-Container-flat 2-TEU QLE QLE181474.01 Wagon;;Draft Gear Renewal Project QLE QLE181474.02 Wagon;;Draft Gear Renewal Project QLE QLE181474.03 Wagon;;Draft Gear Renewal Project QLE QLE181475.00 Wagon-Container-flat 2-TEU QLE QLE191475.01 Wagon;;Draft Gear Renewal Project QLE QLE191476.00 Wagon-Container-flat 2-TEU QLE QLE201476.01 Wagon;;Draft Gear Renewal Project QLE QLE201476.02 Wagon;;Draft Gear Renewal Project QLE QLE201476.03 Wagon;;Draft Gear Renewal Project QLE QLE201477.00 Wagon-Container-flat 2-TEU QLE QLE211477.01 Wagon;;Draft Gear Renewal Project QLE QLE211478.00 Wagon-Container-flat 2-TEU QLE QLE22



83

Asset Number Description Model Serial1478.01 Wagon;;Draft Gear Renewal Project QLE QLE221478.02 Wagon;;Draft Gear Renewal Project QLE QLE221479.00 Wagon-Container-flat 2-TEU QLE QLE231479.01 Wagon;;Draft Gear Renewal Project QLE QLE231479.02 Wagon;;Draft Gear Renewal Project QLE QLE231480.00 Wagon-Container-flat 2-TEU QLE QLE241480.01 Wagon;;Draft Gear Renewal Project QLE QLE241480.02 Wagon ;;Draft Gear Renewal Project QLE QLE241481.00 Wagon-Container-flat 2-TEU QLE QLE251481.01 Wagon;;Draft Gear Renewal Project QLE QLE251482.00 Wagon-Container-flat 2-TEU QM QM11482.01 Wagon;;Draft Gear Renewal Project QM QM11482.02 Wagon;;Draft Gear Renewal Project QM QM11483.00 Wagon-Container-flat 2-TEU QM QM21483.01 Wagon;;Draft Gear Renewal Project QM QM21484.00 Wagon-Container-flat 2-TEU QM QM31484.01 Wagon;;Draft Gear Renewal Project QM QM31484.02 Wagon;;Draft Gear Renewal Project QM QM31485.00 Wagon-Container-flat 2-TEU QM QM41485.01 Wagon;;Draft Gear Renewal Project QM QM41486.00 Wagon-Container-flat 2-TEU QM QM51487.00 Wagon-Container-flat 2-TEU QM QM61487.01 Wagon;;Draft Gear Renewal Project QM QM61488.00 Wagon-Container-flat 2-TEU QM QM71488.01 Wagon;;Draft Gear Renewal Project QM QM71488.02 Wagon;;Draft Gear Renewal Project QM QM71489.00 Wagon-Container-flat 2-TEU QM QM81489.01 Wagon;;Draft Gear Renewal Project QM QM81490.00 Wagon-Container-flat 2-TEU QM QM91491.00 Wagon-Container-flat 2-TEU QM QM101491.01 Wagon;;Draft Gear renewal Project QM QM101491.02 Wagon;;Draft Gear Renewal Project QM QM101492.00 Wagon-Container-flat 2-TEU QM QM111492.01 Wagon;;Draft Gear Renewal Project QM QM111493.00 Wagon-Container-flat 2-TEU QM QM121493.01 Wagon;;Draft Gear Renewal Project QM QM121493.02 Wagon;;Draft Gear Renewal Project QM QM12



84

Asset Number Description Model Serial1493.03 Wagon ;;Draft Gear Renewal Project QM QM121494.00 Wagon-Container-flat 2-TEU QM QM131494.01 Wagon;;Draft Gear Renewal Project QM QM131494.02 Wagon;;Draft Gear Renewal Project QM QM131495.00 Wagon-Container-flat 2-TEU QM QM141495.01 Wagon;;Draft Gear Renewal Project QM QM141496.00 Wagon-Container-flat 2-TEU QM QM151496.01 Wagon;;Draft Gear Renewal Project QM QM151497.00 Wagon-Container-flat 2-TEU;;QNF ex QN QNF QNF11497.01 Wagon;;Draft Gear Renewal Project QNF QNF11498.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF21498.01 Wagon;;Draft Gear Renewal Project QNF QNF21498.02 Wagon;;Draft Gear Renewal Project QNF QNF21499.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF31499.01 Wagon;;Draft Gear Renewal Project QNF QNF31499.02 Wagon;;Draft Gear Renewal Project QNF QNF31499.03 Wagon;;Draft Gear Renewal Project QNF QNF31500.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon;; QNF QNF41500.01 Wagon;;Draft Gear Renewal Project QNF QNF41500.02 Wagon;;Draft Gear Renewal Project QNF QNF41501.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF51502.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF61502.01 Wagon;;Draft Gear Renewal Project QNF QNF61504.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF91504.01 Wagon;;Draft Gear Renewal Project QNF QNF91505.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF101505.01 Wagon;;Draft Gear renewal Project QNF QNF101505.02 Wagon;;Draft Gear Renewal Project QNF QNF101505.03 Wagon;;Draft Gear Renewal Project QNF QNF101506.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF111506.01 Wagon;;Draft Gear renewal Project QNF QNF111507.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF121507.01 Wagon;;Draft Gear Renewal Project QNF QNF121508.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF131508.01 Wagon;;Draft Gear Renewal Project QNF QNF131508.02 Wagon;;Draft Gear Renewal Project QNF QNF131509.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF14



85

Asset Number Description Model Serial1509.01 Wagon;;Draft Gear Renewal Project QNF QNF141511.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF161511.01 Wagon;;Draft Gear Renewal Project QNF QNF161511.02 Wagon;;Draft Gear Renewal Project QNF QNF161512.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF171512.01 Wagon;;Draft Gear Renewal Project QNF QNF171512.02 Wagon;;Draft Gear Renewal Project QNF QNF171513.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF181513.01 Wagon;;Draft Gear renewal Project QNF QNF181513.02 Wagon;;Draft Gear renewal Project QNF QNF181514.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF191514.01 Wagon;;Draft Gear Renewal Project QNF QNF191516.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF211516.01 Wagon;;Draft Gear Renewal Project QNF QNF211517.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF221517.01 Wagon;;Draft Gear Renewal Project QNF QNF221517.02 Wagon;;Draft Gear Renewal Project QNF QNF221517.03 Wagon;;Draft Gear Renewal Project QNF QNF221518.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF231518.01 Wagon;;Draft Gear Renewal Project QNF QNF231519.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF251519.01 Wagon;;Draft Gear Renewal Project QNF QNF251519.02 Wagon;;Draft Gear Renewal Project QNF QNF251520.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF261520.01 Wagon;;Draft Gear Renewal Project QNF QNF261521.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF271521.01 Wagon;;Draft Gear Renewal Project QNF QNF271523.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF291523.01 Wagon;;Draft Gear Renewal Project QNF QNF291524.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF301524.01 Wagon;;Draft Gear Renewal Project QNF QNF301524.02 Wagon;;Draft Gear Renewal Project QNF QNF301525.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF311525.01 Wagon;;Draft Gear Renewal Project QNF QNF311526.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF321526.01 Wagon;;Draft Gear Renewal Project QNF QNF321527.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF33



86

Asset Number Description Model Serial1527.01 Wagon;;Draft Gear Renewal Project QNF QNF331529.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF351529.01 Wagon;;Draft Gear Renewal Project QNF QNF351529.02 Wagon;;Draft Gear Renewal Project QNF QNF351530.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF361530.01 Wagon;;Draft Gear Renewal Project QNF QNF361531.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF371533.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF391533.01 Wagon;;Draft Gear Renewal Project QNF QNF391533.02 Wagon;;Draft Gear Renewal Project QNF QNF391534.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF401534.01 Wagon;;Draft Gear Renewal Project QNF QNF401534.02 Wagon;;Draft Gear Renewal Project QNF QNF401534.03 Wagon;;Draft Gear Replacement Project QNF QNF401534.04 Wagon;;Draft Gear Renewal Project QNF QNF401535.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF411535.01 Wagon;;Draft Gear renewal Project QNF QNF411535.02 Wagon;;Draft Gear Renewal Project QNF QNF411535.03 Wagon;;Draft Gear renewal Project QNF QNF411536.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF421536.01 Wagon;;Draft Gear Renewal Project QNF QNF421536.02 Wagon;;Draft gear Renewal Project QNF QNF421537.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF431537.01 Wagon;;Draft Gear Renewal Project QNF QNF431538.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF441538.01 Wagon;;Draft Gear Renewal Project QNF QNF441538.02 Wagon;;Drsft Gear Renewal Project QNF QNF441539.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF451539.01 Wagon;;Draft Gear Renewal Project QNF QNF451539.02 Wagon;;Draft Gear Renewal Project QNF QNF451540.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF461540.01 Wagon;;Draft Gear Renewal Project QNF QNF461541.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF471541.01 Wagon;;Draft Gear Renewal Project QNF QNF471541.02 Wagon;;Draft Gear renewal Project QNF QNF471542.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF481543.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF49



87

Asset Number Description Model Serial1543.01 Wagon;;Draft Gear Renewal Project QNF QNF491543.02 Wagon;;Draft Gear Renewal Project QNF QNF491543.03 Wagon;;Draft Gear Replacement Project QNF QNF491545.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF511546.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF521546.01 Wagon;;Draft Gear renewal Project QNF QNF521546.02 Wagon;;Draft Gear Renewal Project QNF QNF521546.03 Wagon;;Draft Gear Renewal Project QNF QNF521547.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF531547.01 Wagon;;Draft Gear Renewal Project QNF QNF531547.02 Wagon;;Draft Gear Renewal Project QNF QNF531548.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF541548.01 Wagon;;Draft Gear Renewal Project QNF QNF541548.02 Wagon;;Draft Gear Renewal Project QNF QNF541549.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF551549.01 Wagon;;Draft Gear Renewal Project QNF QNF551550.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF561550.01 Wagon;;Draft Gear Renewal Project QNF QNF561551.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF571551.01 Wagon;;Draft Gear Renewal Project QNF QNF571551.02 Wagon;;Draft Gear Renewal Project QNF QNF571552.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF581552.01 Wagon;;Draft Gear Renewal Project QNF QNF581554.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF601554.01 Wagon;;Draft Gear Renewal Project QNF QNF601554.02 Wagon;;Draft Gear Renewal Project QNF QNF601555.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF611555.01 Wagon ;;Draft Gear Replacement Project QNF QNF611555.02 Wagon;;Draft Gear Renewal Project QNF QNF611556.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF621556.01 Wagon;;Draft Gear Renewal Project QNF QNF621558.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF641558.01 Wagon;;Draft Gear Renewal Project QNF QNF641558.02 Wagon;;Draft Gear Renewal Project QNF QNF641560.00 Wagon-Container-flat 2-TEU;;QNF ex QN Wagon QNF QNF661560.01 Wagon;;Draft Gear Renewal Project QNF QNF661560.02 Wagon;;Draft Gear Renewal Project QNF QNF66



88

Asset Number Description Model Serial1561.00 Wagon-Container-flat 2-TEU QNH QNH11561.01 Wagon;;Draft Gear renewal Project QNH QNH11562.00 Wagon-Container-flat 2-TEU QNH QNH21562.01 Wagon;;Draft Gear Renewal project QNH QNH21563.00 Wagon-Container-flat 2-TEU QNH QNH31563.01 Wagon;;Draft Gear Renewal Project QNH QNH31563.02 Wagon;;Draft Gear Renewal Project QNH QNH31564.00 Wagon-Container-flat 2-TEU QNH QNH41564.01 Wagon;;Draft Gear Renewal Project QNH QNH41564.02 Wagon;;Draft Gear Renewal Project QNH QNH41565.00 Wagon-Container-flat 2-TEU QNH QNH51565.01 Wagon;;Draft Gear Renewal Project QNH QNH51565.02 Wagon;;Draft Gear Renewal Project QNH QNH51566.00 Wagon-Container-flat 2-TEU QNH QNH61566.01 Wagon;;Draft Gear Renewal Project QNH QNH61566.02 Wagon;;Draft Gear Renewal Project QNH QNH61567.00 Wagon-Container-flat 2-TEU QNH QNH71567.01 Wagon;;Draft Gear Renewal Project QNH QNH71567.02 Wagon;;Draft Gear Renewal Project QNH QNH71568.00 Wagon-Container-flat 2-TEU QNH QNH81568.01 Wagon;;Draft Gear Renewal Project QNH QNH81568.02 Wagon;;Draft Gear Renewal Project QNH QNH81568.03 Wagon;;Draft Gear Renewal Project QNH QNH81569.00 Wagon-Container-flat 2-TEU QNH QNH91569.01 Wagon;;Draft Gear Renewal Project XX XXXXXX1570.00 Wagon-Container-flat 2-TEU QNH QNH101570.01 Wagon;;Draft Gear Renewal Project QNH QNH101570.02 Wagon;;Draft Gear Renewal Project QNH QNH101571.00 Wagon-Container-flat 2-TEU QNH QNH111571.01 Wagon;;Draft Gear Renewal Project QNH QNH111572.00 Wagon-Container-flat 2-TEU QNH QNH121572.01 Wagon;;Draft Gear Renewal Project QNH QNH121573.00 Wagon-Container-flat 2-TEU QNH QNH131573.01 Wagon;;Draft Gear Renewal Project QNH QNH131573.02 Wagon ;;Draft Gear Renewal Project QNH QNH131574.00 Wagon-Container-flat 2-TEU QNH QNH141574.01 Wagon;;Draft Gear Renewal Project QNH QNH14



89

Asset Number Description Model Serial1574.02 Wagon;;Draft Gear Renewal Project QNH QNH141575.00 Wagon-Container-flat 2-TEU QNH QNH151575.01 Wagon;;Draft Gear Renewal Project QNH QNH151576.00 Wagon-Container-flat 2-TEU QNH QNH161576.01 Wagon;;Draft Gear Renewal Project QNH QNH161577.00 Wagon-Container-flat 2-TEU QNH QNH171577.01 Wagon;;Draft Gear Renewal Project QNH QNH171577.02 Wagon;;Draft Gear Renewal Project QNH QNH171578.00 Wagon-Container-flat 2-TEU QNH QNH181578.01 Wagon;;Draft Gear Renewal Project QNH QNH181578.02 Wagon;;Draft Gear Renewal Project QNH QNH181588.02 Wagon;;Draft Gear Replacement Project1590.00 Wagon-Container-flat 2-TEU QP QP181590.01 Wagon;;Draft Gear Renewal Project QP QP181591.00 Wagon-Container-flat 2-TEU QP QP241591.01 Wagon;;Draft Gear Renewal Project QP QP241602.02 Wagon;;Draft Gear Renewal Project QP QP551612.00 Wagon-Container-flat 2-TEU QP QP651612.01 Wagon ;;Draft Gear Renewal Project QP QP651612.02 Wagon;;Draft Gear Replacement Project QP QP651612.03 Wagon;;Draft Gear Renewal Project QP QP651616.00 Wagon-Container-flat 3-TEU QS QS11616.01 Wagon;;Draft Gear Renewal Project QS QS11617.00 Wagon-Container-flat 3-TEU QS QS21617.01 Wagon;;Draft Gear Renewal Project QS QS21618.00 Wagon-Container-flat 3-TEU QS QS31618.01 Wagon;;Draft Gear Renewal Project QS QS31619.00 Wagon-Container-flat 3-TEU QS QS41619.01 Wagon;;Draft Gear Renewal Project QS QS41620.00 Wagon-Container-flat 3-TEU QS QS51620.01 Wagon;;Draft Gear Renewal Project QS QS51621.00 Wagon-Container-flat 3-TEU QS QS61621.01 Wagon;;Draft Gear Renewal Project QS QS61621.02 Wagon;;Draft Gear Renewal Project QS QS61621.03 Wagon;;Draft Gear Renewal Project QS QS61622.00 Wagon-Container-flat 3-TEU QS QS71622.01 Wagon;;Draft Gear Renewal Project QS QS7



90

Asset Number Description Model Serial1623.00 Wagon-Container-flat 3-TEU QS QS81623.01 Wagon;;Draft Gear Renewal Project QS QS81623.02 Wagon;;Draft Gear Replacement Project QS QS81624.00 Wagon-Container-flat 3-TEU QS QS91624.01 Wagon;;Draft Gear Renewal Project QS QS91625.00 Wagon-Container-flat 3-TEU QS QS101625.01 Wagon;;Draft Gear Renewal Project QS QS101626.00 Wagon-Container-flat 3-TEU QS QS111626.01 Wagon;;Draft Gear Renewal Project QS QS111626.02 Wagon;;Draft Gear Renewal Project QS QS111627.03 Wagon;;Draft Gear Renewal Project QS QS121628.00 Wagon-Container-flat 3-TEU QS QS131628.01 Wagon;;Draft Gear Renewal Project QS QS131629.00 Wagon-Container-flat 3-TEU QS QS141629.01 Wagon;;Draft Gear Renewal Project QS QS141629.02 Wagon;;Draft Gear Renewal Project QS QS141630.00 Wagon-Container-flat 3-TEU QS QS151630.01 Wagon;;Draft Gear Renewal Project QS QS151630.02 Wagon;;Draft Gear Renewal Project QS QS151632.00 Wagon-Container-flat 3-TEU QS QS171632.01 Wagon-flat3-TEU;;Strengthen & Repair QS QS171632.02 Wagon;;Draft Gear Renewal Project QS QS171632.03 Wagon;;Draft Gear Renewal Project QS QS171633.00 Wagon-Container-flat 3-TEU QS QS181633.01 Wagon;;Draft Gear Renewal Project QS QS181633.02 Wagon;;Draft Gear Renewal Project QS QS181634.00 Wagon-Container-flat 3-TEU QS QS191634.01 Wagon;;Draft Gear Replacement Project QS QS191634.02 Wagon;;Draft Gear Renewal Project QS QS191635.00 Wagon-Container-flat 3-TEU QS QS201635.01 Wagon;;Draft Gear Renewal Project QS QS201636.00 Wagon-Container-flat 3-TEU QS QS211636.01 Wagon;;Draft Gear Replacement Project QS QS211636.02 Wagon;;Draft Gear Renewal Project QS QS211637.00 Wagon-Container-flat 3-TEU QS QS221637.01 Wagon;;Draft Gear renewal Project QS QS221637.02 Wagon;;Draft Gear Renewal Project QS QS22



91

Asset Number Description Model Serial1638.00 Wagon-Container-flat 3-TEU QS QS231638.01 Wagon;;Draft Gear Renewal Project QS QS231639.00 Wagon-Container-flat 3-TEU QS QS241639.01 Wagon;;Draft Gear Renewal Project QS QS241639.02 Wagon;;Draft Gear Renewal Project QS QS241639.03 Wagon;;Draft Gear Renewal Project QS QS241639.04 Wagon;;Draft Gear Renewal Project QS QS241640.00 Wagon-Container-flat 3-TEU QS QS251640.01 Wagon;;Draft Gear Renewal Project QS QS251640.02 Wagon;;Draft Gear Renewal Project QS QS251640.03 Wagon;;Draft Gear Renewal Project QS QS251642.00 Wagon-Container-flat 3-TEU QS QS271642.01 Wagon;;Draft Gear renewal Project QS QS271642.02 Wagon;;Draft Gear Renewal Project QS QS271643.00 Wagon-Container-flat 3-TEU QS QS281643.01 Wagon;;Draft Gear Renewal Project QS QS281645.00 Wagon-Container-flat 3-TEU QS QS301645.01 Wagon;;Draft Gear renewal Project QS QS301645.04 Wagon;;Draft Gear Renewal Project QS QS301647.00 Wagon-Container-flat 3-TEU QS QS321647.01 Wagon;;Draft Gear Renewal Project QS QS321647.02 Wagon;;Draft Gear Renewal Project QS QS321648.00 Wagon-Container-flat 3-TEU QS QS331648.01 Wagon;;Draft Gear Renewal Project QS QS331648.02 Wagon;;Draft Gear Renewal Project QS QS331648.03 Wagon;;Draft Gear Renewal Project QS QS331649.00 Wagon-Container-flat 3-TEU QS QS341649.01 Wagon;;Draft Gear Renewal Project QS QS341649.02 Wagon;;Draft Gear Renewal Project QS QS341649.03 Wagon;;Draft Gear Renewal Project QS QS341650.00 Wagon-Container-flat 3-TEU QS QS351650.01 Wagon;;Draft Gear Renewal Project QS QS351650.02 Wagon;;Draft Gear Renewal Project QS QS351650.03 Wagon;;Draft Gear Renewal project QS QS351651.00 Wagon-Container-flat 3-TEU QS QS361651.01 Wagon;;Draft Gear Renewal Project QS QS361652.00 Wagon-Container-flat 3-TEU QS QS37



92

Asset Number Description Model Serial1652.01 Wagon;;Draft Gear Renewal Project QS QS371652.02 Wagon;;Draft Gear Renewal Project QS QS371653.00 Wagon-Container-flat 3-TEU QS QS381653.01 Wagon;;Draft Gear Renewal Project QS QS381653.02 Wagon;;Draft Gear Renewal Project QS QS381653.03 Wagon;;Draft Gear Renewal Project QS QS381654.00 Wagon-Container-flat 3-TEU QS QS391654.01 Wagon;;Draft Gear renewal Project QS QS391655.00 Wagon-Container-flat 3-TEU QS QS401655.01 Wagon;;Draft Gear renewal Project QS QS401655.02 Wagon;;Draft Gear Renewal Project QS QS401656.00 Wagon-Container-flat 3-TEU QS QS411656.01 Wagon;;Draft Gear Renewal Project QS QS411657.00 Wagon-Container-flat 3-TEU QS QS421657.01 Wagon;;Draft Gear Renewal Project QS QS421657.02 Wagon;;Draft Gear Renewal Project QS QS421658.00 Wagon-Container-flat 3-TEU QS QS431658.01 Wagon;;Draft Gear Renewal Project QS QS431658.02 Wagon;;Draft Gear Renewal Project QS QS431659.00 Wagon-Container-flat 3-TEU QS QS441659.01 Wagon;;Draft Gear Renewal Project QS QS441661.00 Wagon-Container-flat 3-TEU QS QS461662.00 Wagon-Container-flat 3-TEU QS QS471662.01 Wagon;;Draft Gear Renewal Project QS QS471662.02 Wagon ;;Draft Gear Renewal Project QS QS471662.03 Wagon;;Draft Gear Renewal Project QS QS471663.00 Wagon-Container-flat 3-TEU QS QS481663.01 Wagon;;Draft Gear renewal Project QS QS481663.02 Wagon;;Draft Gear Renewal Project QS QS481664.00 Wagon-Container-flat 3-TEU QS QS491664.01 Wagon;;Draft Gear Renewal Project QS QS491665.00 Wagon-Container-flat 3-TEU QS QS501665.01 Wagon;;Draft Gear Renewal Project QS QS501665.02 Wagon;;Draft Gear Renewal Project QS QS501666.00 Wagon-Container-flat 3-TEU QS QS511666.01 Wagon;;Draft Gear Renewal Project QS QS511667.00 Wagon-Container-flat 3-TEU QS QS52



93

Asset Number Description Model Serial1667.01 Wagon;;Draft Gear Renewal Project QS QS521667.02 Wagon ;;Draft Gear Replacement Project QS QS521668.00 Wagon-Container-flat 3-TEU QS QS531668.01 Wagon;;Draft Gear Renewal Project QS QS531669.00 Wagon-Container-flat 3-TEU QS QS541669.01 Wagon;;Draft Gear Renewal Project QS QS541670.00 Wagon-Container-flat 3-TEU QS QS551670.01 Wagon;;Draft Gear Replacement Project QS QS551670.02 Wagon;;Draft Gear Replacement Project QS QS551671.00 Wagon-Container-flat 3-TEU QS QS561671.01 Wagon;;Draft Gear Renewal Project QS QS561671.02 Wagon;;Draft Gear Renewal Project QS QS561671.03 Wagon;;Draft Gear Renewal Project QS QS561672.00 Wagon-Container-flat 3-TEU QS QS571672.01 Wagon;;Draft Gear Renewal Project QS QS571672.02 Wagon;;Draft Gear Renewal Project QS QS571673.00 Wagon-Container-flat 3-TEU QS QS581674.00 Wagon-Container-flat 3-TEU QS QS591674.01 Wagon;;Draft Gear Renewal Project QS QS591674.02 Wagon;;Draft Gear Replacement Project QS QS591674.03 Wagon;;Draft Gear Renewal Project QS QS591675.00 Wagon-Container-flat 3-TEU QS QS601675.01 Wagon;;Draft Gear Renewal Project QS QS601675.02 Wagon;;Draft Gear Renewal Project QS QS601675.03 Wagon;;Draft Gear Renewal Project QS QS601676.00 Wagon-Container-flat 3-TEU QS QS611676.01 Wagon;;Draft Gear Renewal Project QS QS611677.00 Wagon-Container-flat 3-TEU QS QS621677.01 Wagon;;Draft Gear renewal Project QS QS621678.00 Wagon-Container-flat 3-TEU QS QS631678.01 Wagon;;Draft Gear Renewal Project QS QS631678.02 Wagon;;Draft Gear Renewal Project QS QS631678.03 Wagon;;Draft Gear Renewal Project QS QS631679.00 Wagon-Container-flat 3-TEU QS QS641679.01 Wagon;;Draft Gear Renewal Project QS QS641679.02 Wagon;;Draft Gear Renewal Project QS QS641679.03 Wagon;;Draft Gear Renewal Project QS QS64



94

Asset Number Description Model Serial1680.00 Wagon-Container-flat 3-TEU QS QS651680.01 Wagon;;Draft Gear Renewal Project QS QS651681.00 Wagon-Container-flat 3-TEU QS QS661681.01 Wagon;;Draft Gear Renewal Project QS QS661681.02 Wagon;;Draft Gear renewal Project QS QS661682.00 Wagon-Container-flat 3-TEU QS QS671682.01 Wagon;;Draft Gear Renewal Project QS QS671682.02 Wagon;;Draft Gear Renewal Project QS QS671682.03 Wagon;;Draft Gear Renewal Project QS QS671683.00 Wagon-Container-flat 3-TEU QS QS681683.01 Wagon;;Draft Gear Renewal Project QS QS681684.00 Wagon-Container-flat 3-TEU QS QS691684.01 Wagon;;Draft Gear Renewal Project QS QS691685.00 Wagon-Container-flat 3-TEU QS QS701685.01 Wagon;;Draft Gear Renewal Project QS QS701686.00 Wagon-Container-flat 3-TEU QS QS711686.01 Wagon;;Draft Gear Renewal Project QS QS711686.02 Wagon;;Draft Gear Renewal Project QS QS711687.00 Wagon-Container-flat 3-TEU QS QS721687.01 Wagon;;Draft Gear Replacement Project QS QS721687.02 Wagon;;Draft Gear Renewal Project QS QS721688.00 Wagon-Container-flat 3-TEU QS QS731688.01 Wagon;;Draft Gear renewal Project QS QS731688.02 Wagon;;Draft Gear Renewal Project;; QS QS731689.00 Wagon-Container-flat 3-TEU QS QS741689.01 Wagon;;Draft Gear Renewal Project QS QS741689.02 Wagon;;Draft Gear Renewal Project QS QS741689.03 Wagon;;Draft Gear Renewal Project QS QS741690.00 Wagon-Container-flat 3-TEU QS QS751690.01 Wagon;;Draft Gear Renewal Project QS QS751690.02 Wagon;;Draft Gear Renewal Project QS QS751691.00 Wagon-Container-flat 3-TEU QS QS771691.01 Wagon;;Draft Gear Renewal Project QS QS771691.02 Wagon;;Draft Gear Renewal Project QS QS771692.00 Wagon-Container-flat 3-TEU QS QS781692.01 Wagon;;Draft Gear renewal Project QS QS781692.02 Wagon;;Draft Gear Renewal Project QS QS78



95

Asset Number Description Model Serial1692.03 Wagon;;Draft Gear Renewal Project QS QS781692.04 Wagon;;Draft Gear Renewal Project QS QS781693.00 Wagon-Container-flat 16'8"ANL QT QT21694.00 Wagon-Container-flat 16'8"ANL QT QT31710.00 Wagon-Tank-clay/slurry/waste oil TU TU11712.00 Wagon-Tank-clay/slurry/waste oil TU TU151715.00 Wagon-Tank-clay/slurry/waste oil TU TU221716.00 Wagon-Tank-clay/slurry/waste oil TU TU241718.00 Wagon-Tank-clay/slurry/waste oil TU TU261719.00 Wagon-Open-ore X X11720.00 Wagon-Open-ore X X21721.00 Wagon-Open-ore X X31722.00 Wagon-Open-ore X X41725.00 Wagon-Open-ore X X71726.00 Wagon-Open-ore X X81727.00 Wagon-Open-ore X X91728.00 Wagon-Open-ore X X101731.00 Wagon-Open-ore X X131732.00 Wagon-Open-ore X X141733.00 Wagon-Open-ore X X151734.00 Wagon-Open-ore X X161735.00 Wagon-Open-ore X X171736.00 Wagon-Open-ore X X181737.00 Wagon-Open-ore X X191738.00 Wagon-Open-ore X X201739.00 Wagon-Open-ore X X211740.00 Wagon-Open-ore X X221741.00 Wagon-Open-ore X X231742.00 Wagon-Open-ore X X241743.00 Wagon-Open-ore X X251744.00 Wagon-Open-ore X X261745.00 Wagon-Open-ore X X271746.00 Wagon-Open-ore X X281747.00 Wagon-Open-ore X X291748.00 Wagon-Open-ore X X301749.00 Wagon-Open-ore X X311750.00 Wagon-Open-ore X X32



96

Asset Number Description Model Serial1751.00 Wagon-Open-ore X X331752.00 Wagon-Open-ore X X341753.00 Wagon-Open-ore X X351754.00 Wagon-Open-ore X X361755.00 Wagon-Open-ore X X371756.00 Wagon-Open-ore X X381757.00 Wagon-Open-ore X X391758.00 Wagon-Open-ore X X401759.00 Wagon-Open-ore X X411760.00 Wagon-Open-ore X X421761.00 Wagon-Open-ore X X431762.00 Wagon-Open-ore X X441763.00 Wagon-Open-ore X X451764.00 Wagon-Open-ore X X461765.00 Wagon-Open-ore X X471766.00 Wagon-Open-ore X X481767.00 Wagon-Open-ore X X491768.00 Wagon-Open-ore X X501769.00 Wagon-Open-ore X X511770.00 Wagon-Open-ore X X521771.00 Wagon-Open-ore X X531772.00 Wagon-Open-ore X X541773.00 Wagon-Open-ore X X551774.00 Wagon-Open-ore X X561775.00 Wagon-Open-ore X X571776.00 Wagon-Open-ore X X581777.00 Wagon-Open-ore X X591778.00 Wagon-Open-ore X X601779.00 Wagon-Open-ore X X611780.00 Wagon-Open-ore X X621781.00 Wagon-Open-ore X X631782.00 Wagon-Open-ore X X641783.00 Wagon-Open-ore X X651784.00 Wagon-Open-ore X X661785.00 Wagon-Open-ore X X671786.00 Wagon-Open-ore X X681787.00 Wagon-Open-ore X X69



97

Asset Number Description Model Serial1788.00 Wagon-Open-ore X X701789.00 Wagon-Open-ore X X711790.00 Wagon-Open-ore X X721791.00 Wagon-Open-ore X X731792.00 Wagon-Open-ore X X741793.00 Wagon-Open-ore X X751794.00 Wagon-Open-ore X X761795.00 Wagon-Open-ore X X771796.00 Wagon-Open-ore X X781797.00 Wagon-Open-ore X X791801.00 Wagon-Hopper-Ballast ZH ZH11802.00 Wagon-Hopper-Ballast ZH ZH21803.00 Wagon-Hopper-Ballast ZH ZH31804.00 Wagon-Hopper-Ballast ZH ZH41805.00 Wagon-Hopper-Ballast ZJ ZJ181806.00 Wagon-Hopper-Ballast ZJ ZJ191807.00 Wagon-Hopper-Ballast ZJ ZJ201808.00 Wagon-Hopper-Ballast ZJ ZJ211809.00 Wagon-Hopper-Ballast ZJ ZJ231810.00 Wagon-Hopper-Ballast ZJ ZJ241811.00 Wagon-Hopper-Ballast ZJ ZJ251812.00 Wagon-Hopper-Ballast ZJ ZJ261813.00 Wagon-Hopper-Ballast ZJ ZJ281814.00 Wagon-Hopper-Ballast ZJ ZJ291815.00 Wagon-Hopper-Ballast ZJ ZJ301819.00 Wagon-Flat-general ZP ZP11820.00 Wagon-Flat-general ZP ZP21829.00 Wagon-Flat-rails ZR ZR92510.00 Wheels-Wagon;;162 to be used across fleet 0 02562.01 Wagon;;Draft Gear Renewal Project QX QX5142563.01 Wagon;;Draft Gear Renewal Project QX QX5082564.01 Wagon;;Draft Gear Renewal Project QX QX5072565.01 Wagon;;Draft Gear Renewal Project QFD QFD582571.00 Wheels - Wagon;;187 Wheels 0 02584.00 Wagon-Container-flat 2 TEU QX QX5002585.00 Wagon-Container-flat 2 TEU QX QX5052585.01 Wagon;;Draft Gear Replacement Project QX QX505



98

Asset Number Description Model Serial2585.02 Wagon;;Draft Gear Renewal Project QX QX5052585.03 Wagon;;Draft Gear Renewal Project QX QX5052586.00 Wagon-Container-flat 2 TEU QX QX5062587.00 Wagon-Container-flat 2 TEU QX QX5072587.01 Wagon;;Draft Gear Replacement Project QX QX5072588.00 Wagon-Container- flat 2 TEU QX QX5082588.01 Wagon;;Draft Gear Renewal Project QX QX5082589.00 Wagon-Container- flat 2 TEU QX QX5112589.01 Wagon;;Draft Gear Replacement Project QX QX5112589.02 Wagon;;Draft Gear Renewal Project QX QX5112590.00 Wagon-Container- flat 2 TEU QX QX5122590.01 Wagon;;Draft Gear Renewal Project QX QX5122591.00 Wagon-Container- flat 2 TEU QX QX5132592.00 Wagon-Container- flat 2 TEU QX QX5142592.01 Wagon;;Draft Gear Renewal Project QX QX5142593.00 Wagon-Container- flat 2 TEU QX QX5152593.01 Wagon;;Draft Gear Replacement Project QX QX5152593.02 Wagon;;Draft Gear Renewal Project QX QX5152594.00 Wagon-Container- flat 2 TEU QX QX5172594.01 Wagon;;Draft Gear Renewal Project QX QX5172595.00 Wagon-Container- flat 2 TEU QX QX5182595.01 Wagon;;Draft Gear Renewal Project QX QX5182596.00 Wagon-Container- flat 2 TEU QX QX5202596.01 Wagon ;;Draft Gear Renewal Project QX QX5202597.00 Wagon-Container- flat 2 TEU QX QX5212597.01 Wagon;;Draft Gear Renewal Project QX QX5212598.00 Wagon-Container- flat 2 TEU QX QX5222599.00 Wagon-Container- flat 2 TEU QX QX5232600.00 Wagon-Container- flat 2 TEU QX QX5242600.01 Wagon;;Draft Gear Renewal Project QX QX5242600.02 Wagon;;Draft Gear Renewal Project QX QX5242600.03 Wagon;;Draft Gear Renewal Project QX QX5242601.00 Wagon-Container- flat 2 TEU QX QX5252601.01 Wagon;;Draft Gear Replacement Project QX QX5252601.02 Wagon;;Draft Gear Renewal Project QX QX5252602.00 Wagon-Container- flat 2 TEU QX QX5262602.01 Wagon;;Draft Gear Renewal Project QX QX526



99

Asset Number Description Model Serial2603.00 Wagon-Container- flat 2 TEU QX QX5272603.01 Wagon;;Draft Gear Replacement Project QX QX5272603.02 Wagon;;Draft Gear Renewal Project QX QX5272604.00 Wagon-Container- flat 2 TEU QX QX5292604.01 Wagon;;Draft Gear Renewal Project QX QX5292605.00 Wagon-Container- flat 2 TEU QX QX5302605.01 Wagon;;Draft Gear Renewal Project QX QX5302606.00 Wagon-Container- flat 2 TEU QX QX5312606.01 Wagon;;Draft Gear Renewal Project QX QX5312607.00 Wagon-Container- flat 2 TEU QX QX5322607.01 Wagon;;Draft Gear Renewal Project QX QX5322613.00 Wheels-Wagon (200);;To be used across fleet 0 02616.00 Wagons;;Draft Gear Replacement Project 0 02627.00 Wheels-Wagon (200);;To be used across fleet;; 0 02628.00 Wagon-Container-flat 2 TEU QX QX5012629.00 Wagon-Container-flat 2 TEU QX QX5022629.01 Wagon;;Draft Gear Renewal Project QX QX5022630.00 Wagon-Container-flat 2 TEU QX QX5032630.01 Wagon;;Draft Gear Renewal Project QX QX5032631.00 Wagon-Container-flat 2 TEU QX QX5042632.00 Wagon-Container-flat 2 TEU QX QX5092633.00 Wagon-Container-flat 2 TEU QX QX5102634.00 Wagon-Container-flat 2 TEU QX QX5162635.00 Wagon-Container-flat 2 TEU QX QX5192636.00 Wagon-Container-flat 2 TEU QX QX5282998.00 Wagon;;Draft Gear Renewal Project3000 Plant & Equipment1832.00 Air Compressor EW 08326 0 2349041833.00 Air Compressor & Air Filter Rollingstock Shop EW 06878 0 ARP7253661834.00 Air Compressor & Air Filter Rollingstock Shop EW 06879 0 ARP7350001835.00 Air Compressor Atlas Copco Model Ga15-7.5 EBR 869 0 01836.00 Air Compressor .Mcmillian Titan 850 Sand House EW 08074 0 90381981837.00 Air Compressor Airvess Model MC15 EW 12656 0 01839.00 Air Compressor Ingersoll Rand 15 Cu Ft EW 12431 0 2701844.00 Air Compressor Petrol Ingersoll Rand 3P15C EW 13053 0 6301845.00 Air Compressor Atlas Copco Diesel Shed EW 07735 0 01846.00 Air Conditioner Rev Cyc Fujitsu AUT25R Ceiling Cassette 0 0



100

Asset Number Description Model Serial1847.00 Air Conditioner Rev Cyc Fujitsu AUTR Ceiling Cassette 0 01848.00 Air Conditioning Equipment relocation EW 12629 0 01849.00 Air Hose Banding Machine Bandit (O ne Spot) EW 07890 0 23241850.00 Air Jack Bag EW 12079 0 01851.00 Air Receiver Atlas Copco Model GA22 EW 12617 0 01852.00 Air Receiver Atlas Copco Model GA22 EW 12643 0 T167701853.00 Alarm System Quick Fix EW 12687 0 01854.00 Alcolmeter SD-40 0 01855.00 Alcolmeter SD-40 0 01856.00 Alcotest Drager 7310 & Battery Charger EW 08340 0 01857.00 Antenna Radio Base T012898 0 01858.00 Appliance Tester Electrical Safe-T-Check EW 12588 0 22031859.00 Axle Press Archer Hydraulic 200T EBR 287 0 01866.00 Bandsaw Horizontal Jaespa W3204 EW 12676 0 01867.00 Barrows Rubber Type (2 Runnin EBR 137 0 01868.00 Bead Blaster Burwell H EW 08822 0 9901869.00 Bearing Heater Wheel Shop EW 06913 0 01870.00 Bearing Puller Hydraulic Op. Diesel Elec.Shop EW 07306 0 RCH202A67A1871.00 Benches Workshop EW 12667 0 01879.00 Cable Crimpers Hydraulic Combre Model HT130 C EW 12982 0 01880.00 Cages Pallet (40) One Spot EW 07903 0 661841882.00 Chassis Underfloor Washer Jet Model 200 EW 12664 0 24121883.00 Circuit Tester Schroeder EBR 279 0 01884.00 Clean Machine Mart c/w belt skimmer EW 12683 0 62816A1885.00 Cleaner High Pressure Spitwater EW 12679 0 01886.00 Cleaner Speedie Kleen High Pressure EBR 152 0 01887.00 Cleaner Steam Karcher EW 11466 0 172471888.00 Cleaner Steam for Locos Karcher Diesel Shop EW 06912 0 01889.00 Cleaner Steam Stihl Re830W EW 11166 0 34492031890.00 Cold Sawing Machine Brobo Waldown Model $350D EW 11314 0 127711891.00 Compactus Brownbuilt T012670 0 01892.00 Compactus Brownbuilt T012688 0 01898.00 Container Base USCU5003325 0 01899.00 Container Base USCU5003412 0 01900.00 Container Base USCU5004429 0 01901.00 Container Base USCU5004980 0 01902.00 Control Handle Nozzles Aro (Quick Fix) EW 12666 0 0



101

Asset Number Description Model Serial1903.00 Crane ATS500 model T012983 0 01904.00 Crane No. 5 - Demag 2T model EW 12626 0 01905.00 Crane No.1 - Demag 25T model EW 12610 0 223901906.00 Crane No.2 - Demag 5T model EW 12611 0 223911907.00 Crane No.3 - Demag 3T model EW 12612 0 223921908.00 Crane No.4 - Demag 3T model EW 12613 0 223931909.00 Crane 2 tonne Fitted To DJ4382 Ass No. 0908 EBR 909 0 01910.00 Crane Jib modification One Spot EW 13050 0 01911.00 Crane Mobil Mobilift ET 08294 0 C 82 2551912.00 Crane Mobile ET 00531 0 TM 74 5001913.00 Crane Overhead Travelling T20 EBR 236 0 01914.00 Crane Overhead Travelling T20 EBR 237 0 01922.00 Diesel Fuel System T012652 0 01923.00 Diesel Fuel Tanks EW 12640 0 01924.00 Diesel Injector- Nozzle Recon. Diesel Shop EW 06981 0 9841926.00 DOO Train Monitor Upgrade 0 01927.00 Dozer Tilt A04-39 ET 00189 0 TC 77 5221930.00 Drill Sharpener Brierley Machine Shop EW 07953 0 508C14921931.00 Drill Radial K/Ming Fabrication Shop EW 00476 0 15791932.00 Drilling Machine Atra-Ace Magnetic Model A-35 T011756 0 1027201937.00 Drum Pump Aro Model 66107-1 EW 12635 0 C9083-101938.00 Drum Pump Aro Model 66107-1 EW 12636 0 C9083-81939.00 Drum Pump Aro Model 66107-1 EW 12637 0 C9083-61941.00 Effluent Storage Bulk Burnie Qick Fix 0 01942.00 Effluent Treatment Unit - Wemco Model Cfa-2P EW 12689 0 01943.00 Elect Measuring Instrument (DE Locos) Diesel Shop EW 06996 0 01944.00 Elect.Static Filter Mobile One Spot Depot EW 07900 0 01945.00 Elect.Static Filter Mobile One Spot Depot EW 07901 0 01948.00 Fire Extinguisher Equipment EW 12662 0 01949.00 Fire Services EW 12622 0 01950.00 Fire Services EW 12627 0 01951.00 Fire Services EW 12655 0 01953.00 Firescope Flexible Olympus 1F 11d4-20 EW 11933 0 01958.00 Flaw Detector Ultrasonic Model USM2 EBR 147 0 01959.00 Flaw Detector Ultrasonic Krautkramer T007632 0 31281-14091960.00 Flaw Detector Ultrasonic Tokyo Keiki T005470 0 27861961.00 Floor Cleaner Industrial Hako Hamster model 1050V EW 12681 0 621706606



102

Asset Number Description Model Serial1962.00 Floor Sweeper Industrial EW 08293 0 01963.00 Floor Sweeper Tennant ex NAB Lease 0 01964.00 Folder Hydraulic Epic Sheetmetal Shop EW 07733 0 01965.00 Forklift Truck Mitsubishi ET 08164 0 C 77 781966.00 Forklift Nissan ET 07866 0 TM 88 5481967.00 Forklift Yale 2 tonne T008851 0 CM 78 551968.00 Franking Machine Pitney Bowes DP200 9DP-200-0303 0 01972.00 Fuel Flowmeter LC M30-C-2 Liquid Control Corp EW 12641 0 92105025241973.00 Fuel Tank Devonport 0 01974.00 Fuel Tanks Diesel & Oil Handling Area EBR 897 0 01975.00 Fume Extractor Kits Nederman Series 662 EW 12672 0 613612-151976.00 Fume Extractor Plymouth Model TK200 EW 11189 0 01977.00 Fume Extractor Plymouth Model TK200 EW 11190 0 01980.00 GENERator set #4 0 01981.00 GENERator Set 40Kw T011625 0 01994.00 Grease Pumps & Reels Graco Fireball High Press EBR 868 0 01997.00 Grinder Surface Chevalier - Model FSG1628AD EW 12678 0 G28270021999.00 Hammer Chipping ET 07731 0 TC 89 5052000.00 Hammer Chipping ET 07732 0 TC 89 5062001.00 Hardness Tester Port Esseway Laboratory EW 07852 0 55752002.00 Heat Pump/Air Conditioning Mitsubishi Electric MSH 18-NV 0 02003.00 Heat Pump/Air Conditioning Mitsubishi Electric MSH 18-NV 0 02004.00 Heater Grant ZA EW 08826 0 390180242005.00 Heating (Gas) Workshop EW 12762 0 02006.00 Heating Ventilation & Air Conditioning EW 12624 0 02007.00 Heating Ventilation & Air Conditioning EW 12659 0 02008.00 Hoist Wheel Shop EW 06880 0 J 5326910052010.00 Hydraulic Equip Enerpac 50T(RC5010) Wheel Shop EW 07628 0 02011.00 Hydraulic Equip Enerpac 50T(RC5010) Wheel Shop EW 07629 0 02012.00 Hydraulic Equip Enerpac 50T(RC5010) Wheel Shop EW 07630 0 02013.00 Hydraulic Equip Enerpac R5010 Rollingstock Shop EW 07037 0 02014.00 Hydraulic Services EW 12625 0 02015.00 Hydraulic Services EW 12660 0 02016.00 Impact Tool Ingersoll Rand One Spot EW 07881 0 ANA 251082017.00 Impact Wrench EW 12796 0 B6490232018.00 Impact Wrench Atlas Copco EW 07398 0 02019.00 Impact Wrench Atlas Corpo LMS64GR25/B EW 08710 0 B 157014



103

Asset Number Description Model Serial2020.00 Induction Heater SKF EBR 872 0 02021.00 Injector Tester Hartridge - Model HH601 EW 12686 0 7207716G2024.00 Inverter Welding Kit BOC 110AMP 0 02025.00 Jack Hydraulic 25T H/Duty Enerpac One Spot EW 07894 0 E7CA2026.00 Jack Hydraulic 25T H/Duty Enerpac One Spot EW 07895 0 E7CB2027.00 Jack Hydraulic 25T H/Duty Enerpac One Spot EW 07896 0 B2688C2028.00 Jack Hydraulic 120/60T Rollingstock Shop EW 00510 0 15872029.00 Jack Hydraulic Enerpac 30T EW 08354 0 TC 89 5112030.00 Jack Hydraulic Enerpac 30T EW 08355 0 TC 89 5122031.00 Jack Screw 25T #1 (AN Manuf) EW 12690 0 17122032.00 Jack Screw 25T #2 (AN Manuf) EW 12691 0 17132033.00 Jack Screw 25T #3 (AN Manuf) EW 12692 0 17142034.00 Jack Screw 25T #4 (AN Manuf) EW 12693 0 17152035.00 Jacking Equip Hydraulic Rollingstock Shop EW 00509 0 02036.00 Jig Clamping & Stand AN One Spot Depot EW 07891 0 02037.00 Lathe Enterprise 1330 & Drill (ex BHP) EBR 491 0 02038.00 Lathe Nuttall Series 17 EBR 467 0 02039.00 Lift Table Tieman No. 1 EW 12618 0 02040.00 Lift Table Tieman No. 2 EW 12619 0 02041.00 Lift Table Tieman No. 3 EW 12644 0 02042.00 Lift Table Tieman No. 4 EW 12645 0 02043.00 Lifting Equipment Scissor Austral Process EW 12466 0 S 411942044.00 Load Test Equipment EW 12658 0 02044.01 Load Test Equipment;;Replace Cooling Tower,etc 0 02045.00 Locomotive Tug Linmac Model ST150 EW 12685 0 02046.00 Lube Oil Pump & Nozzle Aro Mod 950482-811 EW 12639 0 B9223-42047.00 Lube Oil Pump & Nozzle Aro Model 630432811 EW 12616 0 B922352048.00 Lube Oil System T012653 0 02049.00 Lube Oil System EW 12620 0 02050.00 Lube Oil Tank EW 12638 0 02051.00 Lubricators Flange & Rail EBR 117 0 02052.00 Mach Tread Pipe & Bolt Rigid One Spot EW 07885 0 02053.00 Magnetic Drilling Machine Atra-Ace Model A-35 EW 11756 0 1027202054.00 Megger Teste MJ10 EW 12766 0 94045310272055.00 Megger Teste MJ10 EW 12767 0 94045310442056.00 Megger Teste MJ10 EW 12768 0 94045310452057.00 Megger Teste MJ10 EW 12769 0 9404531046



104

Asset Number Description Model Serial2058.00 Megger 1000 Volt Model MJ10 EW 08709 0 02059.00 Milling Cutter Helical Machine Shop EW 08075 0 R220.162060.00 Milling Machine Maquinara Model FU3 EW 12684 0 35632061.00 Minilab BWD604 T011816 0 661842062.00 MobileToilet/Trailer (Launceston) ET 07919 0 TC 88 5542063.00 Multi Voltage Meter Megger Model BM10 EW 11315 0 02064.00 Multiplier Kit Lukas EBR 867 0 02065.00 Nozzle Reseat Machine Hartridge Diesel Shop EW 07631 0 784-2828/D2066.00 Oil Flowmeter LC MA 5-C-10 Liquid Control Corp EW 12642 0 91024512172067.00 Oil Injection Kit SKF 729101E 400MPA Pressure EW 11675 0 2264002068.00 Oil Tank Underground for waste oil T012614 0 02069.00 Oil Tank Underground for waste oil T012630 0 02070.00 Oil/Water Separator EW 11438 0 02071.00 Pallet Rack System Dexion (4) One Spot EW 07902 0 02072.00 Pallet Truck Crown WP2000 0 02073.00 Pallet Truck Pilot Model XL20 T012671 0 02074.00 Pedestal Drilling Mach. Model 3MT (One Spot) EW 07888 0 90552075.00 Pedestal Grinder Brobe Waldowen One Spot Depot EW 07889 0 90202077.00 Photocopier Toshiba 1560;;ETJ Workshop Store 0 CLG9570042078.00 Pipe Bender Hydraulic Powerstream EW 11815 0 FE17250220A2079.00 Pipe Bender Hydraulic Refix One Spot EW 07882 0 F 182080.00 Pipe Thread Machine Rollingstock Shop EW 06298 0 30876142082.00 Plasma Cutter Plaschem 30 EW 12794 0 MT D1083992083.00 Plasma Cutter Pak 10 Thermal Arc Fab.Shop EW 07614 0 02084.00 Plasmacem 30 Plasma EW 12455 0 MTD 1083882085.00 Platform Hydraulic Mobile Abbey S180/14.5 EW 08680 0 95852086.00 Power Pack Hydraulic For Cement Wagon Doors EW 12978 0 02087.00 Power Wash Mart Tornado EW 12682 0 02088.00 Press Heavy Enerpac 50 Ton Model TER3305E EW 12677 0 IPE 5010-1602089.00 Pressure Cleaner Mobile EBR 548 0 02090.00 Pump Transfer Air Operated EW 08627 0 21009512091.00 Pump Waste Water inst'n & Sewerage Connection EW 12979 0 02092.00 Radio Equipment UHF T011760 0 02093.00 Radio Portable T011371 0 02094.00 Radio Portable T011372 0 02095.00 Radios (6) T006997 0 02096.00 Radios UHF T011165 0 0



105

Asset Number Description Model Serial2097.00 Rail Changer Stumec Geismar T006125 0 TC 85 5562135.00 Reclaim Conveyor EBR 536 0 02136.00 Refrigerator Hoover Amenities EW 12665 0 02137.00 Remote Control System ADE for Locomotives 0 02138.00 Remote Control Unit Namtech-ADE plus ancillary equipment 0 02139.00 Resuscitator CIG1292 EW 11938 0 6842140.00 Resuscitator CIG1292 EW 11939 0 6852141.00 Resuscitator Oxy Viva T008168 0 02142.00 Roof Fans Forced Ventilation (12) EW 12623 0 02143.00 Rotary Positioner Jig EBR 870 0 02144.00 Sand Bin Stand Mobile EW 12650 0 02145.00 Sand Bin Mobile 8 tonne No.1 EW 12646 0 02146.00 Sand Bin Mobile 8 tonne No.2 EW 12647 0 02147.00 Sand Bin Mobile 8 tonne No.3 EW 12648 0 02148.00 Sand Bin Mobile 8 tonne No.4 EW 12649 0 02149.00 Sand Handling System EW 12651 0 02151.00 Scope Meter Phillips Pm93 EW 11571 0 DMS416852152.00 Scope Meter Phillips Pm93 EW 11572 0 DMS451572153.00 Scope Meter Phillips Pm97 EW 12076 0 DM56501662173.00 Shower Safety Combination Enware EW 12673 0 02179.00 Sound Level Meter T012430 0 02180.00 Spark Noise Dosimeter Larson Davies Model 703 0 02181.00 Spectrophotometer Varian Spectra AA400 Plus EW 12680 0 930611962196.00 Steam Cleaner EBR 895 0 02197.00 Steam Pressure Cleaner CIP709618 EBR 937 0 02198.00 Steel Bins (20) own manuf EW 12674 0 02199.00 Steel Platforms (x4) EW 12675 0 02200.00 Store System Maxibin Dexion One Spot EW 07904 0 02209.00 Thermometer Raytek Non Contact Mod.PM20 EW 13151 0 5826F2210.00 Thickness Meter Hand Held (Lab) EW 07309 0 3762211.00 Threading Tool Power W/- Square Drive Adaptor EW 12429 0 EE22949D932223.00 Tractor Shunt Chamberlain ET 00530 0 TM 73 5022224.00 Tractor Shunt Chamberlain ET 00529 0 TM 74 5012225.00 Tractor Shunt Ford 420 ET 08165 0 C 81 1012226.00 Train Control Integration Melba Line 0 02227.00 Train Control System EBR 545 0 02228.00 Traverser EW 12604 0 0



106

Asset Number Description Model Serial2234.00 U/Sonic Flaw Dectect Krautkramer Diesel Shop EW 07632 0 02235.00 UHF Communications System 0 02236.00 Vacuum Cleaner Asbestos Plant Depot EW 06914 0 02237.00 Vacuum Cleaner Stihl Model SE200 EW 12587 0 314876/19902241.00 Viscometer Digital Brookfield EW 08358 0 D115122242.00 Wacker Vibrator Model AR 51/3/380 EW 12761 0 02243.00 Waste Oil Tank Underground EW 12614 0 02244.00 Waste Oil Tank Underground EW 12630 0 02245.00 Water Bath Grant W38 EW 08825 0 02246.00 Water Heaters Electric Ariston Prisma EW 12663 0 02248.00 Weighbridge 1 Speed T007259 0 02249.00 Weighbridge Electronic Aldetec T008440 0 02250.00 Weighing System Loadrite LR915 c/w Printer 0 02251.00 Welder Electric Transarc 400 T007906 0 80351712252.00 Welder Electric Transarc 400 T007907 0 80337082253.00 Welder 350Pulse Arc Fabrication Shop EW 06998 0 87100032254.00 Welder 350Pulse Arc Fabrication Shop EW 07132 0 86040122255.00 Welder 350Pulse Arc Fabrication Shop EW 06999 0 87120282256.00 Welder 350Pulse Arc Fabrication Shop EW 07131 0 86020282257.00 Welder 350Pulse Arc Fabrication Shop EW 07133 0 86050082258.00 Welder 350Pulse Arc Rollingstock Shop EW 07130 0 86060132259.00 Welder 350Pulse Arc Transmig One Spot EW 07905 0 86050022260.00 Welder 400 Electric Transarc One Spot EW 07907 0 80337082261.00 Welder 400 Electric Transarc One Spot EW 07906 0 80351712262.00 Welder CIG Transtig EW 12764 0 94050042265.00 Welder Port AC/DC Fabrication Shop EW 00477 0 15802266.00 Welder Transarc CIG 16I EW 13164 0 95070082267.00 Welder Transmig 330 Cigweld EW 13152 0 95051212268.00 Weldpower Lincoln Model 175PB - S/C Port Weld EW 12427 0 A19309002102269.00 Weldpower Lincoln Model 175PB - S/C Port Weld EW 12428 0 A19309002132270.00 Weldpower Lincoln Model 225PB - S/C Port Weld EW 12426 0 2070902271.00 Wharf Conveyor EBR 538 0 02272.00 Winch Marr Bros T005495 0 A 16042273.00 Winch Marr Bros T005795 0 A 16042274.00 Wind Turbine 12V 400 Mount Arthur 0 02276.00 Workshop Equip relocation EW 12661 0 02277.00 Wrench Torque Norbar EW 13217 0 0



107

Asset Number Description Model Serial2511.00 Radio Receiver Unit 0 02512.00 Weighbridge-Melba Flats;; 0 02513.00 Generator Set;;Fitted to Container Base to power;;reefer Containers 0 02520.00 Communications Base- Snow Hill 0 02521.00 Alcolmeter-Lion 500 LN-SA50305 06630-A3912522.00 Radios-Two Way (9) T5015 02523.00 End of Train Unit 24704WRE 02529.00 Fax Machine-OKI 5780 5780 780-00472535.00 Radio-Two Way-Tait T2020 173151322538.00 Fax Machine - Lanier LF310;;Launceston Store Office LF310 02547.00 Photocopier Lanier LD015 spf LD015SPF 2L-411824-57232564.00 Photocopier Lanier LD;;015spf Multipurpose;;;; 2L411824 K21590045542569.00 Photocopier;;Lanier LDO15spf 2L-411824-5717 02583.00 Air Conditioner-Reverse Cycle;;Fujitsu 4.8Kw 0 02615.00 Remote Control System Modification;;CemAust Railton Interlock 0 02624.00 Projector;;Optoma EP-719P Budget XGA Projector 0 02625.00 Workabout for Kaitiaki Control Unit;;MX RS232/TTL 0 MZAAE1201122626.00 Workabout for Kaitiakii Control Unit 0 MZAAE1305682637.00 Fax Machine-Lanier LF-311 LF-311 A35695016402638.00 Phone-Conference;;Polycom Soundstation2W Wireless;;For State Manager office 0 F2064403030412639.00 Water Dispenser;;Zip Chilltap dispenser;;For kitchen UCCT28FV 02640.00 Welder-MIG ;;CDT 400 Mig Pulse Welder 0 02642.00 Detector-Laser;;Rotary Selflevel;;Lufkin 0 02654.00 Wheel Loader-Komatsu 2007 WA470-6H H503702655.00 Wheel Loader-Komatsu 2007 WA470-6H H503672664.00 Fuel Tank Devonport 0 02679.00 VOICE RECORDER;;TRR 12 RACK MOUNTED 0 02680.00 RADIO;;TAIN TM 8100 VHF RADIO 0 02681.00 RADIO;;TAIT TM 8100 VHF RADIO 0 02995.004000 Motor Vehicles2279.00 Van Toyota 1986 0 02290.00 Truck Isuzu 1996 0 02318.00 Station Wagon Ford 2001 0 02320.00 Trailer Maloney 1997 for sludge (yellow) 0 02324.00 Trailer Maloney 1997 for sludge (yellow) 0 02325.00 Trailer Maloney 1997 for sludge (yellow) 0 0



108

Asset Number Description Model Serial2332.00 Tanker Home Made 1988 0 02524.00 Utility Mitsubishi 1996;;4 cylinder FLAT TRAY UTILITY-4CYLINDER 02563.00 Utility Mitsubishi 2005;;Triton 4cyl 2.4ltr MK3L27 TRITN UTILITY 2.4L 02568.00 Sedan;;Mitsubishi Lancer 2003 0 02576.00 Sedan Mitsubishi Lancer LANCER SEDAN ENG # 4G94QK70362577.00 Sedan Mitsubishi Lancer LANCER SEDAN ENG # 4G94QK05362578.00 Sedan Mitsubishi Lancer LANCER SEDAN ENG # 4G94QK86382580.00 Sedan Mitsubishi Lancer LANCER SEDAN ENG # 4G94QK86942581.00 Sedan Mitsubishi Lancer LANCER SEDAN ENG # 4G94QJ86402623.00 Sedan;;Mitsubishi Lancer 2005 0 02643.00 Sedan Mitsubishi Magna;;Cummings MAGNA SEDAN ENG # 6G74M3482902644.00 Sedan Mitsubishi Lancer;;Collinson LANCER SEDAN ENG # 4G94QK05212645.00 Sedan Mitsubishi Magna;;Armstrong MAGNA SEDAN ENG # 6G74M3482852646.00 Sedan Mitsubishi Lancer;;Shipp LANCER SEDAN ENG # 4G94QM22892647.00 Station Wagon Mitsubishi Magna;;Chandler MAGNA WAGN ENG # 6G74M3494192649.00 Sedan Mitsubishi Magna;;Lawrence MAGNA SEDAN ENG # 6G74M3386172650.00 Station Wagon Mitsubishi Pajero;;French PAJER WAGN ENG # 6G75RL61142665.00 Sedan Mitsubishi Lancer 0 02666.00 Sedan Mitsubishi Lancer 0 ENG # 4G69ML04662667.00 Sedan Mitsubishi Lancer 0 ENG # 4G69MJ11612996.00 Sedan Mitsubishi Lancer5000 Buildings2336.00 One Spot - Main Building 0 02337.00 One Spot - Skillion 0 02338.00 One Spot - Office & Amenities 0 02339.00 Wagon Repair - Main Building 0 02340.00 Wagon Repair - Annexe 0 02341.00 Loco Drivers' Crew Room - Main Building 0 02342.00 Load Test Shed - Main Building 0 02343.00 Load Test Shed - Office 0 02344.00 Bogie Storage Shed - Main Building 0 02345.00 Bogie Cleaning Shed - Main Building 0 02346.00 Loco Pre-Wash Shed - Main Building 0 02347.00 Fuelling & Sanding - Main Building 0 02348.00 Quick Fix - Main Building 0 02339.00 Wagon Repair - Main Building 0 02340.00 Wagon Repair - Annexe 0 0



109

Asset Number Description Model Serial2341.00 Loco Drivers' Crew Room - Main Building 0 02342.00 Load Test Shed - Main Building 0 02343.00 Load Test Shed - Office 0 02344.00 Bogie Storage Shed - Main Building 0 02345.00 Bogie Cleaning Shed - Main Building 0 02346.00 Loco Pre-Wash Shed - Main Building 0 02347.00 Fuelling & Sanding - Main Building 0 02348.00 Quick Fix - Main Building 0 0



110

Part B - Melba Line Inventory

Inventory Melba Line as at July-09

Rail Assets

Description New/SH Quantity unit $ Value Comment Valuation methodM7.5 NNG N/I Cant 41KG Sleepers New 2000 94.35 $188,700.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG N/I Cant 41KG Sleepers New 1000 92.4 $92,400.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG +6 N/I Cant 41KG Sleepers New 50 92 $4,600.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG N/I Cant 41KG Sleepers New 500 92.4 $46,200.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG +6 N/I Cant 41KG Sleepers New 50 92.4 $4,620.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG +12 N/I Cant 41KG Sleepers New 500 92.4 $46,200.00 In Transit Quote and purchase price for the ordered materialsM7.5 NNG N/I Cant 41KG Sleepers New 257 94.35 $24,247.95 Stock Quote and purchase price for the ordered materialsRed Gum Sleepers New 890 53 $47,170.00 Stock As invoiced for materialsRail (lenghts @ 13.7mts) New 33 1822.1 $60,129.30 Stock Quote from supplier for materials as at June 2009Bulgobac Bridge Beam (precast bridge) New 1 40000 $40,000.00 Stock Internal estimate of current replacement valueFrogs (1 in 8 frogs) New 2 11000 $22,000.00 Stock As invoiced for materials41kg Uncantwed base plates New 270 38.6 $10,422.00 Stock As invoiced for materials41kg canted 16mm hole base plates SH 2000 10 $20,000.00 Stock Internal estimated value300mm Culvert head walls New 7 200 $1,400.00 Stock Internal estimate of current replacement valueCulvert head wall extensions New 11 150 $1,650.00 Stock Internal estimate of current replacement valueB296 clips New 6300 2.7 $17,010.00 Stock Quote from supplier for materials as at June 2009S197L clips New 7000 2.5 $17,500.00 Stock As invoiced for materials ( note Jan 2007)2411 Lock in shoulders New 7000 1.7 $11,900.00 Stock Quote from supplier for materials as at June 200919mm dog spikes New 360 3 $1,080.00 Stock As invoiced for materials41kg Fish Bolts New 4950 5.43 $26,878.50 Stock Quote from supplier for materials as at June 200941kg Huck Bolts New 1500 5 $7,500.00 Stock Internal estimate of current replacement value31kg Huck Bolts New 1500 4 $6,000.00 Stock Internal estimate of current replacement value31 kg Fish Plates SH 200 10 $2,000.00 Stock Internal estimate of current replacement value

Total Rail Assets $699,607.75



111

Ship Loader Assets

Description New/SH Quantity Unit $ Value Comment Valuation methodApex KN90 36' x 48" belt New 1 $1,600.00 $1,600.00 Stock Suppliers estimate of current replacement valueApex KN70 118' x 48" belt New 1 $4,500.00 $4,500.00 Stock Suppliers estimate of current replacement valueStaffa M16 P B-400 Hyd. Motor New 1 $37,000.00 $37,000.00 Stock Suppliers estimate of current replacement valuePilbara flat 6.75 impact rollers New 6 $200.00 $1,200.00 Stock Internal estimate of current replacement value24 x 40 lagged drive drum New 1 $7,000.00 $7,000.00 Stock Suppliers estimate of current replacement value18 x 40 snub/head drums New 3 $5,000.00 $15,000.00 Stock Suppliers estimate of current replacement value16 x 40 drum (SH) SH 1 $1,000.00 $1,000.00 Stock Suppliers estimate of current replacement value20 x 40 drum (SH) SH 1 $1,000.00 $1,000.00 Stock Internal estimate of current replacement valueShiploader bogie wheels New 2 $5,000.00 $10,000.00 Stock Internal estimated value based on previous purchase2.2kw braked 3ph motor New 1 $1,500.00 $1,500.00 Stock Internal estimate of current replacement valueWeightometer load cell New 1 $1,500.00 $1,500.00 Stock Internal estimate of current replacement valueCountermatic display and controller New 2 $1,000.00 $2,000.00 Stock Internal estimate of current replacement valueCountermatic display New 2 $500.00 $1,000.00 Stock Internal estimate of current replacement valuePressurizing fan and filters New 2 $1,000.00 $2,000.00 Stock Purchase priceAssorted Idler rollers New Various $2,000.00 $2,000.00 Stock Internal estimated value based on previous purchasePLC replacement for Bulk Handling New 1 $172,628.00 $172,628.00 This cost

includes PLC hardware, PLC programing and spares. It does not include Installation or comissioning costs.

Quote and purchase price for the ordered materials

Total Shiploader assets $260,928.00Total Rail & Shiploader Assets $960,535.75



112

Part C - General Assets and inventory


Asset Register Unassigned Assets as at 30 Jun 09

PN Tas Assets

Asset Number Description Model Serial6000 Furniture & Fittings2374.00 Furniture & Fittings 0 07000 Computers2375.00 Finance One Software 0 02376.00 RAMS Freight Management Software 0 02377.00 Shift Track Roster System Software 0 02379.00 Laptop Compaq EVON160 (Collinson) 0 02380.00 Laptop Compaq EVON160;;Arnold (ex Kerrison) 0 02381.00 Laptop Compaq EVON160 ;;Shipp (ex Fryett) 0 02385.00 Laptop Compaq;;Gateway (ex Osborne);;Used for Loco downloads;; 0 02388.00 Modem D-Link 56K 0 EA0095A001722389.00 Modem US Robotics 56K 0 211Q398860042390.00 Modem 56K Administrator 0 211Q2SA77HCS2391.00 Modem 56K Administrator 0 211Q27S7HS172392.00 Printer HP Laserjet 4000 (French);;Burnie Office 0 02393.00 Printer HP Laserjet 4MP (Wagons) 0 USBB0106022395.00 Printer HP Laserjet 4MP (Bygraves) 0 USBB0048112396.00 Printer HP Laserjet 4MP (Collinson) 0 USBB0143142398.00 Printer HP Laserjet 6MP ;;Armsrtong (ex Mackinnon) 0 SGCB0104452400.00 Printer HP Laserjet 2100TN (Burnie-Malone) 0 SGGS0049532401.00 Printer HP Laserjet 2100TN (Hobart);;Gleeson (ex Hobart) 0 02404.00 Printer HP Laserjet 2100TN (Workshop);;Running Road 0 SGGS0048532409.00 Printer Lexmark Laser E220 ;;Kerrison (ex Store) 0 8917VTY2411.00 Router Bay Networks 0 BEX00574562414.00 Desktop Clone 1.7GHz ;;IT Resourcing 0 02516.00 Laptop Hewlett Packard;;complete with Port Replicator;;Osborne (ex Gillard) NX9010 P4 CNF4211LWP2517.00 Laptop Hewlett Packard;;complete with Port Replicator;;Armstrong (ex Arnold) NX9010 P4 02518.00 Laptop Hewlett Packard;;complete with Port Replicator NX9010 P4 CNF4211LWR2536.00 Laptop - Hewlett Packard;;Michael French NX9110 SCND4370FZP



113

Asset Number Description Model Serial2537.00 Laptop - Hewlett Packard;;Simon Chandler NX9110 SCND43910312570.00 Computer - Laptop;;Darrell Cooley (ex Rutherford);; THINKPAD A21M 97-19KLF2618.00 Printer HP 5200TN 0 02620.00 Monitor HP Widescreen;;HP F2105 21 in HD LCD Widescreen HP F2105 02621.00 Monitor HP Widescreen;;HP F2105 21in HD LCD Widescreen;; HP F2105 02622.00 Computer HP Compaq DX7200MT;;For new Track Warrant system;; DX7200MT 0



114

Part D - Below rail fixed asset register


Asset Register Below Rail Assets as at 30 Jun 09

PN Tas Assets

Asset Number Description Model Serial3000 Plant & Equipment1838.00 Air Compressor Holman Portable ET 00202 0 TC 77 5231840.00 Air Compressor Mobile Rail Compair T005220 0 TC 85 5121841.00 Air Compressor Mobile Rail Compair T005225 0 TC 85 5131842.00 Air Compressor Mobile Compair ET 03691 0 TC 85 5141843.00 Air Compressor Mobile Compair ET 03692 0 TC 85 5151860.00 Ballast Regulator T000194 0 TC 70 5011861.00 Ballast Regulator TR1 0 TR11862.00 Ballast Regulator TR2 0 TR21863.00 Ballast Regulator Aresco EBR 108 0 01864.00 Ballast Sled T000208 0 TC 69 5021872.00 Boring Machine Single Spin Stumec Geismar T005445 0 TC 80 5201873.00 Boring Machine Single Spin Stumec Geismar T006070 0 TC 85 5391874.00 Boring Machine Single Spin Stumec Geismar T006075 0 TC 85 5401875.00 Boring Machine Single Spin Stumec Geismar T006080 0 TC 85 5411876.00 Boring Machine Single Spin Stumec Geismar T006085 0 TC 85 5421877.00 Boring Machine Single Spin Stumec Geismar T006090 0 TC 85 5431878.00 Boring Machine Single Spin Stumec Geismar T006095 0 TC 85 5441881.00 Chainsaw Stihl T005910 0 TC 84 5291893.00 Compressor EW 12621 0 01894.00 Compressor EW 12628 0 01895.00 Compressor EW 12654 0 01896.00 Compressor EW 12657 0 01915.00 Crane Pettibone and Sleeper Forks ET 00232 0 TC 73 5001916.00 Crane Truck Mounted T011436 0 01917.00 Crane Truck Mounted T011437 0 01918.00 Crane Truck Mounted T011435 0 01919.00 Crane Truck Mounted ATS500 - Model ATS5000I ET 13218 0 2911920.00 Crane Truck Mounted ATS500 - Model ATS5000I ET 13219 0 292



115

Asset Number Description Model Serial1921.00 Crane Truck Mounted ATS500 - Model ATS5000I ET 13220 0 2931933.00 Drum Pump Aro Model 66107-1 T012615 0 C9083-71934.00 Drum Pump Aro Model 66107-1 EW 12632 0 C9053-21935.00 Drum Pump Aro Model 66107-1 EW 12633 0 C9053-31936.00 Drum Pump Aro Model 66107-1 EW 12634 0 C9053-41940.00 Dry Granule Applicator McSpread T005180 0 TC 82 5151954.00 Fishbolt Tensioner Stumec Geismar T005375 0 TC 77 5821955.00 Fishbolt Tensioner Stumec Geismar T005385 0 TC 77 5841956.00 Fishbolt Tensioner Stumec Geismar T005390 0 TC 77 5851957.00 Fishplate Bolting Machine Geismar EBR 135 0 01969.00 Front End Loader ET 13046 0 CC 8 801970.00 Front End Loader Case ET 13278 0 CC 7 801971.00 Front End Loader/Back Hoe ET 13047 0 NC 83 531978.00 Generating Unit 2Kw T011934 0 01979.00 Generating Unit 2Kw T011935 0 01982.00 Generator Set Dunlite 240 Volts ET 13051 0 9424341983.00 Generator Set Dunlite 240 Volts ET 13052 0 9507571984.00 Generator Dunlite 3Kva T008356 0 01985.00 Generator Honda T012108 0 01986.00 Generator Honda T012109 0 01987.00 Generator Honda T012112 0 01988.00 Generator Modra EH 20M KVA/KW2. 240V EW 11936 0 01989.00 Generator Portable EX1000 EW 08663 0 ULM 0961990.00 Generator Portable EX1000 EW 08664 0 ULM 00131991.00 Generator Portable EX1000 EW 08665 0 ULM 0701992.00 Gravity Roller Lemco EW 12668 0 01993.00 Grease Pump with 20 Foot Hose EW 07611 0 01995.00 Grinder Points & Crossing ET 00233 0 01996.00 Grinder Rail Profile Model MP1 EBR 166 0 01998.00 Grinder Web Giesmar Model MS9 ET 08428 0 TC 90 5132009.00 Huck Fastening Machine EBR 550 0 02022.00 Intrack Detector T008441 0 02023.00 Intrack Detector T008445 0 02098.00 Rail Drilling Machine Stumec Geismar T005345 0 TC 77 5762099.00 Rail Drilling Machine Stumec Geismar T005350 0 TC 77 5772100.00 Rail Profile Grinder Stumec Geismar T005320 0 TC 77 5712101.00 Rail Profile Grinder Stumec Geismar T005400 0 TC 80 511



116

Asset Number Description Model Serial2102.00 Rail Profile Grinder Stumec Geismar T005405 0 TC 80 5122103.00 Rail Profile Grinder Stumec Geismar T005975 0 TC 84 5152104.00 Rail Profile Grinder Stumec Geismar T005980 0 TC 84 5162105.00 Rail Profile Grinder Stumec Geismar T005985 0 TC 84 5172106.00 Rail Profile Grinder Stumec Geismar T005990 0 TC 84 5182107.00 Rail Profile Grinder Stumec Geismar T005995 0 TC 84 5192108.00 Rail Profile Grinder Stumec Geismar T006140 0 TC 85 5292109.00 Rail Profile Grinder Stumec Geismar T006150 0 TC 85 5312110.00 Rail Profile Grinder Stumec Geismar T006165 0 TC 85 5342111.00 Rail Profile Grinder Stumec Geismar T006170 0 TC 85 5352112.00 Rail Profile Grinder Stumec Geismar T006185 0 TC 85 5382113.00 Rail Profile Grinder Stumec Geismar T013140 0 TC 86 5012114.00 Rail Recovery Side Loader Stumec Geismar T013136 0 TC 85 5822115.00 Rail Recovery Side Loader Stumec Geismar T013137 0 TC 85 5832116.00 Rail Recovery Side Loader Stumec Geismar T013138 0 TC 85 5842117.00 Rail Recovery Side Loader Stumec Geismar T013139 0 TC 85 5852118.00 Rail Saw And Drill Machine T008290 0 0203-23RNZ2119.00 Rail Saw Friction Disc Stumec Geismar T005285 0 TC 77 5642120.00 Rail Saw Friction Disc Stumec Geismar T006055 0 TC 85 5082121.00 Rail Tensioner EBR 133 0 02122.00 Rail Tensor Power Pack Stumec Geismar T006020 0 TC 84 5232123.00 Rail Tensor Power Pack Stumec Geismar T006040 0 TC 84 5272124.00 Rail Tensor Power Pack Stumec Geismar T006045 0 TC 84 5282125.00 Rail Tensor Power Pack Stumec Geismar T013126 0 TC 85 5712126.00 Rail Tensor Power Pack Stumec Geismar T013127 0 TC 85 5722127.00 Rail Tensor Power Pack Stumec Geismar T013128 0 TC 85 5742128.00 Rail Tensor Power Pack Stumec Geismar T013129 0 TC 85 5752129.00 Rail Tensor Hydraulic Stumec Geismar T005465 0 TC 80 5242130.00 Rail Tensor Hydraulic Stumec Geismar T013123 0 TC 85 5642131.00 Rail Tensor Hydraulic Stumec Geismar T013124 0 TC 85 5672132.00 Rail Tensor Hydraulic Stumec Geismar T013125 0 TC 85 5682133.00 Rail Tensor Hydraulic Stumec Geismar T005205 0 TC 84 5082134.00 Rail Welding Equipment EBR 132 0 02155.00 Shears & Power Pack Thermit Weld T013130 0 TC 85 5762156.00 Shears & Power Pack Thermit Weld T013131 0 TC 85 5772157.00 Shears & Power Pack Thermit Weld T013132 0 TC 85 5782158.00 Shears & Power Pack Thermit Weld T013133 0 TC 85 579



117

Asset Number Description Model Serial2159.00 Shears & Power Pack Thermit Weld T013134 0 TC 85 5802160.00 Shears & Power Pack Thermit Weld T013135 0 TC 85 5812161.00 Shears & Power Pack Thermit Weld T013141 0 TC 86 5022162.00 Shears & Power Pack Thermit Weld T013142 0 TC 86 5032163.00 Shears & Power Pack Thermit Weld T013143 0 TC 86 5042164.00 Shears & Power Pack Thermit Weld T013144 0 TC 86 5052165.00 Shears & Power Pack Thermit Weld T013145 0 TC 86 5062166.00 Shears & Power Pack Thermit Weld T013146 0 TC 86 5072167.00 Shears & Power Pack Thermit Weld T005950 0 TC 84 5102168.00 Shears & Power Pack Thermit Weld T005955 0 TC 84 5112169.00 Shears & Power Pack Thermit Weld T005960 0 TC 84 5122170.00 Shears & Power Pack Thermit Weld T005970 0 TC 84 5142174.00 Sleeper Exchanger/Scarifier Gemco T005075 0 58030662175.00 Sleeper Exchanger/Scarifier Gemco T005080 0 58030682176.00 Sleeper Handling Crane Comeng Aresco T005120 0 TC 82 5132177.00 Sleeper Handling Crane Comeng Aresco T005125 0 TC 82 5142178.00 Sleeper Renewer Comeng Aresco EBR 109 0 02182.00 Spike Extractor Single Head Stumec Geismar T005230 0 TC 85 5472183.00 Spike Extractor Single Head Stumec Geismar T005235 0 TC 85 5482184.00 Spike Extractor Single Head Stumec Geismar T005245 0 TC 85 5502185.00 Spike Extractor Single Head Stumec Geismar T005250 0 TC 85 5512186.00 Spike Extractor Single Head Stumec Geismar T005255 0 TC 85 5522187.00 Spike Extractor Single Head Stumec Geismar T005360 0 TC 77 5792188.00 Spike Extractor Single Head Stumec Geismar T005370 0 TC 77 5812189.00 Spike Extractor Single Head Stumec Geismar T005420 0 TC 80 5152190.00 Spike Extractor Single Head Stumec Geismar T005430 0 TC 80 5172191.00 Spike Extractor Single Head Stumec Geismar T005440 0 TC 80 5192192.00 Spike Pulling Machines - Geismar EBR 134 0 02193.00 Spike Springer Plasser Mammut T005065 0 TC 77 5542194.00 Spike Springer Plasser Mammut T005070 0 TC 77 5552195.00 Spray Unit Weed Hardi Weed EW 08357 0 89-051972201.00 Survey Equip Wild D12002 EBR 910 0 02202.00 Tamper Brushcutter (Rehab) ET 08333 0 TC 86 5092203.00 Tamper Points And Crossing Unit ET 00238 0 TT62203.01 Tamper Points & Cross Unit;;07-275 P&C Workheads;; (Part # S5008) 0 TT62204.00 Tamper Upgrade EBR 917 0 02205.00 Tamper Plasser EBR 110 0 0



118

Asset Number Description Model Serial2206.00 Tamping Machine T005055 0 TC 77 5432207.00 Tamping Machine ET 00192 0 UST162214.00 Track Gauge Plasser T005865 0 02215.00 Track Gauge Plasser T005870 0 02216.00 Track Gauge Plasser T005875 0 02217.00 Track Gauge Plasser T005880 0 02218.00 Track Jack ET 00055 0 TC 72 5022219.00 Track Jack Gemco T005025 0 TC 77 5462220.00 Track Jack Gemco T005040 0 TC 77 5492221.00 Track Jack Gemco T005030 0 TC 77 5472222.00 Track Jack Gemco T005035 0 TC 77 5482229.00 Trolley Flat Top T005885 0 TC 80 5672230.00 Trolley Flat Top T005890 0 TC 80 5682231.00 Trolley Flat Top T005895 0 TC 80 5692232.00 Trolley Flat Top T005900 0 FTTR42238.00 Vibrator Concrete ET 00215 0 TC 77 5322239.00 Vibrator Concrete ET 00217 0 TC 77 5342240.00 Vibrator Concrete ET 00218 0 TC 77 5352247.00 Weed Spray Unit Hardi T008357 0 89-051972263.00 Welder Lincoln 400As Mobile 0 02264.00 Welder Lincoln Weldanpower Model 175PB EW 12589 0 A19402002502542.00 Drill- Air;;URD22RR UDR22RR 02543.00 Drill-Air;;URD22RR URD22RR 02544.00 Spike Driver - T021613;;CP1230S;; T021613 02567.00 Rail Drill;;Petrol - 4 stroke RTRD074 02573.00 Rail Drill;;Petrol - 4 stroke RTRD74 02995.004000 Motor Vehicles2281.00 Truck Ford 1987 0 02282.00 Truck tipper Mazda 1989 0 02283.00 Utility Ford Courier 1989 0 02284.00 Truck Ford 1991 0 02285.00 Station Wagon Daihatsu 1992 0 02286.00 Truck Ford 1994 0 02287.00 Utility Ford Courier 1994 0 02288.00 Utility Ford 1994 0 02289.00 Truck Ford 1994 0 0



119

Asset Number Description Model Serial2291.00 Truck Isuzu 1996 0 02292.00 Truck Isuzu 1996 0 02293.00 Truck Hino 1991 0 02294.00 Truck Mazda 1991 0 02295.00 Truck Mazda 1985 0 02296.00 Truck tipper Mazda 1985 0 02297.00 Truck Mazda 1986 0 02298.00 Truck Mazda 1991 0 02299.00 Truck Mazda 1985 0 02300.00 Truck Mazda 1987 0 02301.00 Truck tipper Isuzu 1993 0 02302.00 Truck Mazda 1986 0 02303.00 Truck Mazda 1985 0 02304.00 Truck Mazda 1987 0 02305.00 Truck Hino 1990 0 02307.00 Truck Mazda 1991 0 02308.00 Truck Isuzu 1984 0 02309.00 Truck tipper Mazda 1985 0 02311.00 Utility Ford LEASED 02312.00 Van Ford Transit 2002 LEASED 02313.00 Van Ford Transit 2002 LEASED 02314.00 Van Ford Transit 2002 LEASED 02315.00 Van Ford Transit 2002 LEASED 02316.00 Van Ford Transit 2002 LEASED 02317.00 Van Ford Transit 2002 LEASED 02319.00 Trailer Box 1996 0 02321.00 Trailer Box 1997 for Fuel tank 0 02322.00 Trailer Box 1997 for Fuel tank 0 02323.00 Trailer Home Made 1997 0 02326.00 Trailer Home Made 1985 0 02327.00 Trailer Home Made 1985 0 02328.00 Trailer Home Made 1985 0 02329.00 Trailer Home Made 1975 0 02330.00 Trailer Home Made 1973 0 02331.00 Trailer Home Made 1985 0 02333.00 Trailer Home Made 1991 0 02334.00 Trailer Home Made 1975 0 0



120

Asset Number Description Model Serial2335.00 Trailer Home Made 1975 0 02533.00 Truck Mazda 1989 TRAY TP TRUCK 02534.00 Truck Mitsubishi 2002 FE657FW ENG # 4D33J022662562.00 Utility Mitsubishi 2005;;Triton 4cyl 2.4ltr MK3L27 TRITN UTILITY 2.4L 02572.00 Station Wagon Mitsubishi 2003;;Outlander 0 ENG # 4G64HL12418000 Infrastructure2416.00 Bell Bay Line - 0 to 10 km 0 02416.01 Bell Bay Line-0 to 10 kms Steel Sleepers 0 02416.02 Bell Bay Line-0 to10 Wood Sleepers 0 02416.03 Bell Bay Line-0 to10 Steel Sleepers 0 02416.04 Bell Bay Line-0 to10-Steel Sleepers;;3 Steel Sleepers 0 02416.05 Bell Bay Line-0 to10-Wood Sleepers;;57 wood sleepers 0 02416.06 Bell Bay Line-0 to10-Wood Sleepers;;35 Wood Sleepers 0 02416.07 Bell Bay Line-0 to10-Wood Sleepers;;10 Wood Sleepers 0 02416.08 Bell Bay Line-0 to10-Steel Sleepers;;49 Steel Sleepers 0 02416.09 Bell Bay Line-0 to10-Wood Sleepers;;30 Wood Sleepers 0 02416.10 Bell Bay Line-0 to10-Steel Sleepers;;22 Steel Sleepers 0 02416.11 Bell Bay Line-0 to10-Wood Sleepers;;4 Wood Sleepers 0 02416.12 Bell Bay Line-0 to10-Steel Sleepers;;10 Steel Sleepers 0 02417.00 Bell Bay Line - 10.01 to 20 km 0 02417.01 Bell Bay Line-10.01 to 20 Steel Sleepers 0 02417.02 Bell Bay Line-10.01to20 Wood Sleepers 0 02417.03 Bell Bay Line-10.01to20 Wood Sleepers 0 02417.04 Bell Bay Line-10.01to20-Rail 0 02417.05 Bell Bay Line-10.01to20-Wood Sleepers;;4 Wood Sleepers 0 02417.06 Bell Bay Line-10.01to20-Steel Sleepers;;18 Steel Sleepers 0 02417.07 Bell Bay Line-10.01to20-Wood Sleepers;;9 Wood Sleepers 0 02417.08 Bell Bay Line-10.01to20-Wood Sleepers;;40 Wood Sleepers 0 02417.09 Bell Bay Line-10.01to20-Wood Sleepers;;6 Wood Sleepers 0 02417.10 Bell Bay Line-10.01to20-Steel Sleepers;;21 Steel Sleepers 0 02417.11 Bell Bay Line-10.01to20-Steel Sleepers;;8 Steel Sleepers 0 02417.12 Bell Bay Line-10.01to20-Steel Sleepers;;20 Steel Sleepers 0 02418.00 Bell Bay Line - 20.01 to 30 km 0 02418.01 Bell Bay line-20.01to30 Steel Sleepers 0 02418.02 Bell Bay Line-20.01to30 Wood Sleepers 0 02418.03 Bell Bay Line-20.01to30-Wood Sleepers 0 02418.04 Bell Bay Line-20.01to30-Rail 0 0



121

Asset Number Description Model Serial2418.05 Bell Bay Line-20.01to30-Steel Sleepers;;5 Steel Sleepers 0 02418.06 Bell Bay Line-20.01to30-Wood Sleepers;;14 Wood Sleepers 0 02418.07 Bell Bay Line-20.01to30-Steel Sleepers;;28 Steel Sleepers 0 02419.00 Bell Bay Line - 30.01 to 40 km 0 02419.01 Bell Bay Line-30.01to40 Steel Sleepers 0 02419.02 Bell Bay Line-30.01to40 Wood Sleepers 0 02419.03 Bell Bay Line-30.01to40 Wood Sleepers 0 02419.04 Bell Bay Line-30 to40-Steel Sleepers 0 02419.05 Bell Bay Line-30.01to40-Wood Sleepers 0 02419.06 Bell Bay Line-30.01to40-Steel Sleepers;;9 sleepers 0 02419.07 Bell Bay Line-30.01to40-Wood Sleepers;;10 Wood Sleepers 0 02420.00 Bell Bay Line - 40.01 to 50 km 0 02420.01 Bell Bay Line-40.01to50-Steel Sleepers 0 02420.02 Bell Bay Line-40.01to50 Wood Sleepers 0 02420.03 Bell Bay Line-40.01to50-Wood Sleepers 0 02420.04 Bell Bay Line-40.01to50-Rail 0 02420.05 Bell Bay Line-40.01to50-Steel Sleepers;;10 sleepers 0 02420.06 Bell Bay Line-40.01to50-Wood Sleepers;;27 Wood Sleepers 0 02420.07 Bell Bay Line-40.01to50-Steel Sleepers;;2 Steel Sleepers 0 02420.08 Bell Bay Line-40.01to50-Steel Sleepers;;7 Steel Sleepers 0 02420.09 Bell Bay Line-40.01to50-Wood Sleepers;;11 Wood Sleepers 0 02420.10 Bell Bay Line-40.01to50-Steel Sleepers;;10 Sleepers 0 02420.11 Bell Bay Line-40.01to50-Wood Sleepers;;8 Wood Sleepers 0 02421.00 Bell Bay Line - 50.01 to 56.5 km 0 02421.01 Bell Bay Line-50.01to56.5 Steel Sleepers 0 02421.02 Bell Bay Line-50.01to56.5 Wood Sleepers 0 02421.03 Bell Bay Line-50.01to56.5 Steel Sleepers 0 02421.04 Bell Bay Line-50.01to56.5-Wood Sleepers 0 02421.05 Bell Bay Line-50.01to60-Steel Sleepers;;9 Sleepers 0 02421.06 Bell Bay Line-50.01to56.5-Steel Sleepers;;2 Steel Sleepers 0 02421.07 Bell Bay Line-50.01to56.5-Wood Sleepers;;18 Wood Sleepers 0 02421.08 Bell Bay Line-50.01to56.5-Steel Sleepers;;5 Steel Sleepers 0 02422.00 Derwent Valley Line - 0 to 10 km 0 02422.01 Derwent Valley Line-0 to10 Steel Sleepers 0 02422.02 Derwent Valley Line-0 to10 Wood Sleepers 0 02422.03 Derwnt Valley Line-0 to10 Wood Sleepers 0 02422.04 Derwent Valley Line-0 to10-Wood Sleepers 0 0



122

Asset Number Description Model Serial2423.00 Derwent Valley Line - 10.01 to 14 km 0 02423.01 DV Line-10.01to14 Points/Timbers;;9 Timbers 0 02423.02 Derwent Valley-10.01 to 14 Wood Sleepers;;11 Wood Sleepers 0 02423.03 Derw Valley Line-10.01to14-Wood Sleepers;;2 Wood Sleepers 0 02424.00 Derwent Valley Line - 14.01 to 20 km 0 02425.00 Derwent Valley Line - 20.01 to 30 km 0 02426.00 Derwent Valley Line - 30.01 to 40 km 0 02427.00 Derwent Valley Line - 40.01 to 50 km 0 02428.00 Derwent Valley Line - 50.01 to 60 km 0 02429.00 Derwent Valley Line - 60.01 to 68.4 km 0 02430.00 Fingal Line - 0 to 10 km 0 02430.01 Fingal Line-0 to10 Steel Sleepers 0 02430.02 Fingal Line-0 to10 Steel Sleepers 0 02430.03 Fingal Line-0 to10 Wood Sleepers 0 02430.04 Fingal Line-0 to10-Steel Sleepers;;2 Sleepers 0 02430.05 Fingal Line-0 to10-Wood Sleepers;;26 Wood Sleepers 0 02430.06 Fingal Line-0 to10-Steel Sleepers;;6 sleepers;; 0 02430.07 Fingal Line-0 to10-Wood Sleepers;;8 Wood Sleepers 0 02430.08 Fingal Line-0 to10-Wood Sleepers;;8 Wood Sleepers 0 02430.09 Fingal Line-0 to10-Wood Sleepers;;8 Wood Sleepers 0 02430.10 Fingal Line-0 to10-Wood Sleepers;;3 Wood Sleepers 0 02431.00 Fingal Line - 10.01 to 20 km 0 02431.01 Fingal Line-10.01to20 Steel Sleepers 0 02431.02 Fingal Line-10.01to20 Steel Sleepers 0 02431.03 Fingal Line-10.01to20 Wood Sleepers 0 02431.04 Fingal Line-10.01to20-Steel Sleepers 0 02431.05 Fingal Line-10.01to20-Wood Sleepers 0 02431.06 Fingal Line-10.01to30-Steel Sleepers;;4 Steel Sleepers 0 02431.07 Fingal Line-10.01to20-Wood Sleepers;;3 Wood Sleepers 0 02432.00 Fingal Line - 20.01 to 30 km 0 02432.01 Fingal Line-20.01to30 Steel Sleepers 0 02432.02 Fingal Line-20.01to30 Wood Sleepers 0 02432.03 Fingal line-20.01to30 Points/Timbers;;4 Timbers 0 02432.04 Fingal Line-20.01to30-Wood Sleepers 0 02432.05 Fingal Line-20.01to30-Wood Sleepers;;16 Wood Sleepers 0 02432.06 Fingal Line-20.01to30-Wood Sleepers;;4 Wood Sleepers 0 02432.07 Fingal Line-20.01to30-Wood Sleepers;;6 Wood Sleepers 0 0



123

Asset Number Description Model Serial2433.00 Fingal Line - 30.01 to 40 km 0 02433.01 Fingal Line-30.01to40 Steel Sleepers 0 02433.02 Fingal Line-30.01to40 Wood Sleepers 0 02433.03 Fingal Line-30.01to40 Steel Sleepers 0 02433.04 Fingal Line-30.01to40-Steel Sleepers 0 02433.05 Fingal Line-30.01to40-Steel Sleepers-S/H;;36 Reconditioned Steel Sleepers 0 02433.06 Fingal Line-30.01to40-Steel Sleepers;;4 Sleepers 0 02433.07 Fingal Line-30.01to40-Wood Sleepers;;8 Wood Sleepers 0 02433.08 Fingal Line-30.01to40-Steel Sleepers;;8 sleepers 0 02433.09 Fingal Line-30.01to40-Wood Sleepers;;1 Wood Sleeper 0 02433.10 Fingal Line-30.01to40-Steel Sleepers;;242 Steel Sleepers 0 02433.11 Fingal Line-30.01to40-Steel Sleepers;;1 Steel Sleeper 0 02433.12 Fingal Line-30.01to40-Wood Sleepers;;2 Wood Sleepers 0 02433.13 Fingal Line-30.01to40-Steel Sleepers;;16 Steel Sleepers 0 02433.14 Fingal Line-30.01to40-Wood Sleepers;;3 Wood Sleepers 0 02433.15 Fingal Line-30.01to40-Steel Sleepers;;10 Steel Sleepers 0 02433.16 Fingal Line-30.01to40-Steel Sleepers;;9 Steel Sleepers 0 02434.00 Fingal Line - 40.01 to 50 km 0 02434.01 Fingal Line-40.01to50 Steel Sleepers 0 02434.02 Fingal Line-40.01to50 Wood Sleepers 0 02434.03 Fingal Line-40.01to50 Steel Sleepers 0 02434.04 Fingal Line-40.01to50-Steel Sleepers 0 02434.05 Fingal Line-40.01to50-Steel Sleepers;;5 steel sleepers 0 02434.06 Fingal Line-40.01to50-Steel Sleepers;;9 steel Sleepers;; 0 02434.07 Fingal Line-40.01to50-Steel Sleepers;;40 Steel Sleepers 0 02434.08 Fingal Line-40.01to50-Steel Sleepers;;13 Steel Sleepers 0 02435.00 Fingal Line - 50.01 to 55.9 km 0 02435.01 Fingal Line-50.01to55.9 Steel Sleepers 0 02435.02 Fingal Line-50.01to55.9 Wood Sleepers 0 02435.03 Fingal Line-50.01to55.9Steel Sleepers 0 02435.04 Fingal Line-50.01to55.9-Steel Sleepers 0 02435.05 Fingal Line-50.01to55.9-Wood Sleepers;;4 Wood Sleepers 0 02435.06 Fingal Line-50.01to55.9-Steel Sleepers;;7 Steel Sleepers 0 02435.07 Fingal Line-50.01to55.9-Wood Sleepers;;14 Wood Sleepers 0 02435.08 Fingal Line-50.01to55.9-Steel Sleepers;;21 Steel Sleepers 0 02435.09 Fingal Line-50.01to55.9-Steel Sleepers;;20 Steel Sleepers 0 02435.10 Fingal Line-50.01to55.9-Crossing Timbers;;30 Crossing Timbers 0 0



124

Asset Number Description Model Serial2435.11 Fingal Line-50.01to55.9-Steel Sleepers;;2 Steel Sleepers 0 02435.12 Fingal Line-50.01to55.9-Wood Sleepers;;8 Wood Sleepers 0 02435.13 Fingal Line-50.01to55.9-Steel Sleepers;;5 Steel Sleepers 0 02457.00 South Line - 0 to 10 km 0 02457.01 South Line-0 to10 Steel Sleepers 0 02457.02 South Line-0 to10 Wood Sleepers 0 02457.03 South Line-0 to10 Steel Sleepers 0 02457.04 South Line-0 to10 Wood Sleepers 0 02457.05 South Line-0 to10-Steel Sleepers 0 02457.06 South Line-0 to10-Wood Sleepers 0 02457.07 South Line-0 to10-Points Timbers;;4 only timbers 0 02457.08 South Line-0 to10-Steel Sleepers-S/H;;6 Reconditioned Steel Sleepers 0 02457.09 South Line-0 to10-Wood Sleepers;;341 Wood Sleepers 0 02457.10 South Line-0 to10-Wood Sleepers;;44 Wood Sleepers 0 02457.11 South Line-0 to10-Wood Sleepers;;16 Wood Sleepers 0 02457.12 South Line-0 to10-Wood Sleepers;;68 Wood Sleepers 0 02457.13 South Line-0 to10-Wood Sleepers;;71 Wood Sleepers 0 02457.14 South Line-0 to10-Wood Sleepers;;12 Wood Sleepers 0 02457.15 South Line-0 to10-Wood Sleepers;;50 Wood Sleepers 0 02457.16 South Line-0 to10-Wood Sleepers;;12 Wood Sleepers;; 0 02458.00 South Line - 10.01 to 20 km 0 02458.01 South Line-10.01to20 Wood Sleepers 0 02458.02 South Line-10.01to20-Wood Sleepers 0 02458.03 South line-10.01to20-Wood Sleepers;;30 Wood Sleepers 0 02458.04 South Line-10.01to20-Wood Sleepers;;10 Wood Sleepers 0 02458.05 South Line-10.01to20-Wood Sleepers;;36 Wood Sleepers 0 02458.06 South Line-10.01to20-Crossing Timbers;;51 Crossing Timbers 0 02459.00 South Line - 20.01 to 30 km 0 02459.01 South Line-20.01to30 Steel Sleepers 0 02459.02 South Line-20.01to30 Wood Sleepers 0 02459.03 South Line-20.01to30 Rail 0 02459.04 South Line-20.01to30 Steel Sleepers 0 02459.05 South Line-20.01to30 Wood Sleepers 0 02459.06 South Line-20.01to30-Wood Sleepers 0 02459.07 South Line-20.01to30-Points Timbers;;1 only timber 0 02459.08 South Line-20.01to30-Steel Sleepers-S/H;;155 Reconditioned Steel Sleepers 0 02459.09 South Line-20.01to30-Steel Sleepers;;15 Steel sleepers 0 0



125

Asset Number Description Model Serial2459.10 South Line-20.01to30-Wood Sleepers;;38 Wood Sleepers 0 02459.11 South Line-20.01to30-Wood Sleepers;;56 Wood Sleepers 0 02459.12 South Line-20.01to30-Crossing Timbers;;2 Crossing Timbers 0 02459.13 South Line-20.01to30-Steel Sleepers;;16 Steel Sleepers 0 02460.00 South Line - 30.01 to 40 km 0 02460.01 South Line-30.01to40 Steel Sleepers 0 02460.02 South Line-30.01to40 Wood Sleepers 0 02460.03 South Line-30.01to40 Wood Sleepers 0 02460.04 South Line-30.01to40-Wood Sleepers 0 02460.05 South Line-30.01to40-Steel Sleepers;;10 Steel Sleepers 0 02460.06 South Line-30.01to40-Wood Sleepers;;178 Wood sleepers 0 02460.07 South Line-30.01to40-Rail;;98 mtrs Rail 0 02460.08 South Line-30.01to40-Wood Sleepers;;14 Wood Sleepers 0 02461.00 South Line - 40.01 to 50 km 0 02461.01 South Line-40.01to50 Steel Sleepers 0 02461.02 South Line-40.01to50 Wood Sleepers 0 02461.03 South Line-40.01to50 Rail 0 02461.04 South Line-40.01to50 Steel Sleepers 0 02461.05 South Line-40.01to50 Rail 0 02461.06 South Line-40.01to50-Steel Sleepers 0 02461.07 South Line-40.01to50-Steel Sleepers;;7 Steel Sleepers 0 02461.08 South Line-40.01to50-Steel Sleepers S/H;;3 S/H Steel Sleepers 0 02461.09 South Line-40.01to50-Steel Sleepers;;112 Steel Sleepers 0 02461.10 South Line-40.01to50-Wood Sleepers;;5 Wood Sleepers 0 02461.11 South Line-40.01to50-Rail;;274 mtrs Rail 0 02461.12 South Line-40.01to50-Crossing Timbers;;2 Crossing Timbers 0 02461.13 South Line-40.01to50-Rail;;109.6 Mtrs Rail 0 02461.14 South Line-40.01to50-Steel sleepers;;115 Steel Sleepers 0 02462.00 South Line - 50.01 to 60 km 0 02462.01 South Line-50.01to60 Steel Sleepers 0 02462.02 South Line-50.01to60-Steel Sleepers 0 02462.03 South Line-50.01to60 Rail 0 02462.04 South Line-50.01to60 Steel Sleepers 0 02462.05 South Line-50.01to60-Steel Sleepers;;205 Steel Sleepers 0 02462.06 South Line-50.01to60-Rail;;168 mtrs Rail 0 02462.07 South Line-50.01to60-Steel Sleepers-S/H;;27 S/H Steel Sleepers 0 02462.08 South Line-50.01to60-Rail;;12 mtrs Rail 0 0



126

Asset Number Description Model Serial2462.09 South Line-50.01to60-Rail;;219.2 Mtrs Rail 0 02462.10 South Line-50.01to60-Steel Sleepers;;170 Steel Sleepers 0 02462.11 South Line-50.01to60-Rail;;123.4 mtrs Rail 0 02463.00 South Line - 60.01 to 70 km 0 02463.01 South Line-60.01to70 Steel Sleepers 0 02463.02 South Line-60.01to70 Wood Sleepers 0 02463.03 South Line-60.01to70 Steel Sleepers 0 02463.04 South Line-60.01to70 Wood Sleepers 0 02463.05 South Line-60.01to70 Rail 0 02463.06 South Line-60.01to70-Steel Sleepers 0 02463.07 South Line-60.01to70-Wood Sleepers 0 02463.08 South Line-60.01to70-Steel Sleepers-S/H;;141 Reconditioned Steel Sleepers 0 02463.09 South Line-60.01to70-Steel Sleepers;;9 Steel Sleepers 0 02463.10 South Line-60.01to70-Steel Sleepers S/H;;20 S/H Steel Sleepers 0 02463.11 South Line-60.01to70-Wood Sleepers;;12 Wood Sleepers 0 02463.12 South Line-60.01to70-Wood Sleepers;;12 Wood Sleepers 0 02463.13 South Line-60.01to70-Steel Sleepers;;10 Steel Sleepers 0 02463.14 South Line-60.01to70-Wood Sleepers;;29 Wood Sleepers 0 02463.15 South Line-60.01to70-Steel Sleepers;;15 Steel Sleepers 0 02463.16 South Line-60.01to70-Wood Sleepers;;3 Wood Sleepers 0 02464.00 South Line - 70.01 to 80 km 0 02464.01 South Line-70.01 to 80 Steel Sleepers 0 02464.02 South Line-70.01to80 Steel Sleepers 0 02464.03 South Line-70.01to80-Steel Sleepers 0 02464.04 South Line-70.01to80-Steel Sleepers-S/H;;23 Reconditioned Steel Sleepers 0 02464.05 South Line-70.01to80-Steel Sleepers-S/H;;8 S/H Steel Sleepers 0 02464.06 South Line-70.01to80-Steel Sleepers;;12 Steel Sleepers 0 02465.00 South Line - 80.01 to 90 km 0 02465.01 South Line-80.01to90 Steel Sleepers 0 02465.02 South Line-80.01to90 Wood Sleepers 0 02465.03 South Line-80.01to90 Steel Sleepers 0 02465.04 South Line-80.01to90 Wood Sleepers 0 02465.05 South Line-80.01to90-Steel Sleepers;;14 Steel Sleepers 0 02465.06 South Line-80.01to90-Wood Sleepers 0 02465.07 South Line-80.01to90-Steel Sleepers-S/H;;6 Reconditioned Steel Sleepers 0 02465.08 South Line-80.01to90-Wood Sleepers;;8 Wood Sleepers 0 02465.09 South line-80.01to90-Steel Sleepers S/H;;20 S/H Steel Sleepers 0 0



127

Asset Number Description Model Serial2465.10 South Line-80.01to90-Steel Sleepers;;10 Steel Sleepers 0 02465.11 South Line-80.01to90-Steel Sleepers;;3 Steel Sleepers 0 02465.12 South Line-80.01to90-Steel Sleepers;;3 Steel Sleepers 0 02465.13 South Line-80.01to90-Steel Sleepers;;8 Steel Sleepers 0 02465.14 South Line-80.01to90-Steel Sleepers;;14 Steel Sleepers 0 02466.00 South Line - 90.01 to 100 km 0 02466.01 South Line-90.01to100 Steel Sleepers 0 02466.02 South Line-90.01to100 Wood Sleepers 0 02466.03 South Line-90.01to100-Wood Sleepers;;21 Wood Sleepers 0 02466.04 South Line-90.01to100-Wood Sleepers;;22 Wood Sleepers 0 02466.05 South Line-90.01to100-Steel Sleepers;;23 Steel Sleepers 0 02466.06 South Line-90.01to100-Wood Sleepers;;12 Wood Sleepers 0 02466.07 South Line-90.01to100-Wood Sleepers;;6 Wood Sleepers 0 02466.08 South Line-90.01to100-Wood Sleepers;;24 Wood Sleepers 0 02466.09 South Line-90.01to100-Wood Sleepers;;4 Wood Sleepers 0 02467.00 South Line - 100.01 to 110 km 0 02467.01 South Line-100.01to110 Steel Sleepers 0 02467.02 South Line-100.01to110 Steel Sleepers 0 02467.03 South Line-100.01to110-Steel Sleepers 0 02467.04 South Line-100.01to110-Wood Sleepers;;36 Wood Sleepers 0 02467.05 South Line-100.01to110-Rail;;164.4 mtrs Rail 0 02467.06 South Line-100.01to110-Steel Sleepers;;13 Steel Sleepers 0 02467.07 South Line-100.01to110-Steel Sleepers;;2 Steel Sleepers 0 02467.08 South Line-100.01to110-Wood sleepers;;5 Wood Sleepers 0 02467.09 South Line-100.01to110-Rail;;27.4 Mtrs Rail 0 02468.00 South Line - 110.01 to 120 km 0 02468.01 South Line-110.01to120 Steel Sleepers 0 02468.02 South Line-110.01to120 Steel Sleepers 0 02469.00 South Line - 120.01 to 130 km 0 02469.01 South Line-120.01to130 Steel Sleepers 0 02469.02 South Line-120.01to130 Wood Sleepers 0 02469.03 South Line-120.01to130 Rail 0 02469.04 South Line-120.01to130 Steel Sleepers 0 02469.05 South Line-120.01to130 Wood Sleepers 0 02469.06 South Line 120.01to130 Points/Timbers;;1 set 1:14 Points Timbers;;13 timbers 0 02469.07 South Line-120.01to130-Steel Sleepers 0 02469.08 South Line-120.01to130-Wood Sleepers 0 0



128

Asset Number Description Model Serial2469.09 South Line-120.01to130-Steel Sleepers;;5 Steel Sleepers 0 02469.10 South Line-120.01to130-Wood Sleepers;;10 Wood Sleepers 0 02469.11 South Line-120.01to130-Steel Sleepers;;17 Steel Sleepers 0 02469.12 South Line-120.01to130-Crossing Timbers;;60 Crossing Timbers 0 02469.13 South Line-120.01to130-Steel Sleepers;;13 Steel Sleepers 0 02470.00 South Line - 130.01 to 140 km 0 02470.01 South Line-130.01to140 Steel Sleepers 0 02470.02 South Line-130.0 to140 Steel Sleepers 0 02470.03 South Line-130.01to140 Wood Sleepers 0 02470.04 South Line-130.01to140-Steel Sleepers 0 02470.05 South Line-130.01to140-Wood Sleepers 0 02470.06 South Line-130.01to140-Rail;;12.3 mtrs Rail 0 02471.00 South Line - 140.01 to 150 km 0 02471.01 South Line-140.01to150 Steel Sleepers 0 02471.02 South Line-140.01to150 Wood Sleepers 0 02471.03 South Line-140.01to150 0 02471.04 South Line-140.01to150-Steel Sleepers 0 02471.05 South Line-140.01to150-Steel Sleepers;;9 Steel Sleepers 0 02471.06 South Line-140.01to150-Steel Sleepers;;22 Steel Sleepers 0 02471.07 South Line-140.01to150-Steel Sleepers;;25 Steel Sleepers 0 02471.08 South Line-140.01to150-Steel Sleepers;;51 Steel Sleepers 0 02471.09 South Line-140.01to150-Steel Sleepers;;19 Sleepers 0 02471.10 South Line-140.01to 150-Steel Sleepers;;10 Steel Sleepers 0 02471.11 South Line-140.01to150-Steel Sleepers;;15 Steel Sleepers 0 02472.00 South Line - 150.01 to 160 km 0 02472.01 South Line-150.01to160 Steel Sleepers 0 02472.02 South Line-150.01to160 Steel Sleepers 0 02472.03 South Line-150.01to160-Steel Sleepers 0 02472.04 South Line-150.01to160-Steel Sleepers;;1 Steel Sleeper 0 02472.05 South Line-150.01to160-Wood Sleepers;;2 Wood Sleepers 0 02472.06 South Line-150.01to160-Wood Sleepers;;4 Wood Sleepers 0 02472.07 South Line-150.01to160-Steel Sleepers;;20 Steel Sleepers 0 02472.08 South Line-150.01to160-Steel Sleepers;;12 Steel Sleepers 0 02473.00 South Line - 160.01 to 170 km 0 02473.01 South Line-160.01to170 Steel Sleepers 0 02473.02 South Line-160.01to170 Wood Sleepers 0 02473.03 South Line-160.01to170 Steel Sleepers 0 0



129

Asset Number Description Model Serial2473.04 South Line-160.01to170 Wood Sleepers 0 02473.05 South Line-160.01to170-Steel Sleepers 0 02473.06 South Line-160.01to170-Wood Sleepers 0 02473.07 South Line-160.01to170-Steel Sleepers-SH;;44 Reconditioned Steel Sleepers 0 02473.08 South Line-160.01to170-Steel Sleepers;;10 Steel Sleepers 0 02473.09 South Line-160.01to170-Wood Sleepers;;5 Wood sleepers 0 02473.10 South Line-160.01to170-Steel Sleepers;;14 Steel Sleepers 0 02473.11 South Line-160.01to170-Wood Sleepers;;19 Wood Sleepers 0 02473.12 South Line-160.01to170-Wood Sleepers;;6 Wood Sleepers 0 02473.13 South Line-160.01to170-Wood Sleepers;;8 Wood Sleepers 0 02473.14 South Line-160.01to170-Wood Sleepers;;34 Wood Sleepers 0 02473.15 South Line-160.01to170-Steel Sleepers;;41 Steel Sleepers 0 02473.16 South Line-160.01to170-Steel Sleepers;;22 Steel Sleepers 0 02474.00 South Line - 170.01 to 180 km 0 02474.02 South Line-170.01to180 Wood Sleepers 0 02474.03 South Line-170.01to180-Steel Slprs-S/H;;2 S/H Steel Sleepers 0 02475.00 South Line - 180.01 to 190 km 0 02475.01 South Line-180.01to190 Steel Sleepers 0 02475.02 South Line-180.01to190 Wood Sleepers 0 02475.03 South Line-180.01to190 Steel Sleepers 0 02475.04 South Line-180.01to190-Steel Sleepers 0 02475.05 South Line-180.01to190-Wood Sleepers;;5 Wood Sleepers 0 02475.06 South Line-180.01to190-Wood Sleepers;;14 Wood Sleepers 0 02475.07 South Line-180.01to190-Steel Sleepers;;24 Steel Sleepers 0 02475.08 South Line-180.01to190-Wood Sleepers;;4 Wood Sleepers 0 02475.09 South Line-180.01to190-Steel Sleepers;;14 Steel Sleepers 0 02475.10 South Line-180.01to190-Steel Sleepers;;21 Steel Sleepers 0 02475.11 South Line-180.01to190-Steel Sleepers;;9 Steel Sleepers 0 02475.12 South Line-180.01to190-Steel Sleepers;;7 Steel Sleepers 0 02476.00 South Line - 190.01 to 199.2 km 0 02476.01 South Line-190.01to200 Steel Sleepers 0 02476.02 South Line-190.01to200 Wood Sleepers 0 02476.03 South Line-190.01to199.2-Steel Sleepers 0 02476.04 South Line-190.01to199.2-Steel Sleepers;;6 Sleepers 0 02476.05 South Line-190.01to199.2-Wood Sleepers;;6 Wood Sleepers 0 02476.06 South Line-190.01to199.2-Wood Sleepers;;14 Wood Sleepers 0 02476.07 South Line-190.01to199.2-Wood Sleepers;;4 Wood Sleepers 0 0



130

Asset Number Description Model Serial2476.08 South Line-190.01to199.2-Wood Sleepers;;32 Wood Sleepers 0 02476.09 South Line-190.01to199.2-Wood Sleepers;;6 Wood Sleepers 0 02477.00 Western Line - 0 to 10 km 0 02477.01 Western Line-0 to10 Steel Sleepers 0 02477.02 Western Line-0 to 10 Wood Sleepers 0 02477.03 Western Line-0 to10 Steel Sleepers 0 02477.04 Western Line-0 to10-Wood Sleepers 0 02477.05 Western Line-0 to10-Wood Sleepers;;30 Wood Sleepers 0 02477.06 Western Line-0 to10-Steel Sleepers;;2 Steel Sleepers 0 02477.07 Western Line-0 to10-Wood Sleepers;;163 Wood Sleepers 0 02477.08 Western Line-0 to10-Wood Sleepers;;51 Wood Sleepers 0 02477.09 Western Line-0 to10-Wood Sleepers;;16 Wood Sleepers 0 02478.00 Western Line - 10.01 to 20 km 0 02478.01 Western Line-10.01to20 Steel Sleepers 0 02478.02 Western Line-10.01to20 Wood Sleepers 0 02478.03 Western Line-10.01to20 Rail 0 02478.04 Western Line-10.01to20 Steel Sleepers 0 02478.05 Western Line-10.01to20-Wood Sleepers 0 02478.06 Western Line-10.01to20-Wood Sleepers;;22 Wood Sleepers 0 02478.07 Western Line-10.01to20-Wood Sleepers;;21 Wood Sleepers 0 02478.08 Western Line-10.01to20-Wood Sleepers;;39 Wood Sleepers 0 02478.09 Western Line-10.01to20-Crossing Timbers;;40 Crossing Timbers 0 02479.00 Western Line - 20.01 to 30 km 0 02479.01 Western Line-20.01to30 Steel Sleepers 0 02479.02 Western Line-20.01to30 0 02479.03 Western Line-20.01to30 Rail 0 02479.04 Western Line-20.01to30-Crossings;; 0 02479.05 Western Line-20.01to30-Wood Sleepers 0 02479.06 Western Line-20.01to30-Wood Sleepers;;85 Wood Sleepers 0 02479.07 Western Line-20.01to30-Wood Sleepers;;17 Wood Sleepers 0 02479.08 Western Line-20.01to30-Wood Sleepers;;23 Wood Sleepers 0 02480.00 Western Line - 30.01 to 40 km 0 02480.01 Western Line-30.01to40 Steel Sleepers 0 02480.02 Western Line-30.01to40-Wood Sleepers 0 02480.03 Western Line-30.01to40-Wood Sleepers;;19 Wood Sleepers 0 02480.04 Western Line-30.01to40-Wood Sleepers;;14 Wood Sleepers 0 02480.05 Western Line-30.01to40-Rail;;7 Mtrs Rail 0 0



131

Asset Number Description Model Serial2481.00 Western Line - 40.01 to 50 km 0 02481.01 Western Line-40.01to50 Steel Sleepers 0 02481.02 Western Line-40.01to50 Wood Sleepers 0 02481.03 Western Line-40.01to50-Crossings 0 02481.04 Western Line-40.01to50-Wood Sleepers 0 02481.05 Western Line-40.01to50-Wood Sleepers;;17 Wood Sleepers 0 02482.00 Western Line - 50.01 to 60 km 0 02482.01 Western Line-50.01to60 Steel Sleepers 0 02482.03 Western Line-50.01to60 Rail 0 02482.04 Western Line-50.01to60-Steel Sleepers 0 02482.05 Western Line-50.01to60-Wood Sleepers 0 02482.06 Western Line-50.01to60-Wood Sleepers;;6 Wood Sleepers 0 02482.07 Western Line-50.01to60-Wood Sleepers;;4 Wood Sleepers 0 02483.00 Western Line - 60.01 to 70 km 0 02483.01 Western Line-60.01to70 Steel Sleepers 0 02483.03 Western Line-60.01to70 0 02483.04 Western Line-60.01to70-Wood Sleepers 0 02483.05 Western Line-60.01to70-Steel Sleepers;;30 Steel Sleepers;; 0 02484.00 Western Line - 70.01 to 80 km 0 02484.02 Western Line-70.01to80 Wood Sleepers 0 02484.03 Western Line-70.01to80-Steel Sleepers 0 02484.04 Western Line-70.01to80-Wood Sleepers 0 02484.05 Western Line-70.01to80-Steel Sleepers;;7 Steel Sleepers 0 02484.06 Western Line-70.01to80-Wood Sleepers;;66 Wood Sleepers 0 02484.07 Western Line-70.01to80-Rail;;5.5 mtrs Rail 0 02484.08 Western Line-70.01to80-Wood Sleepers;;6 Wood Sleepers 0 02484.09 Western Line-70.01to80-Wood Sleepers;;11 Wood Sleepers 0 02485.00 Western Line - 80.01 to 90 km 0 02485.01 Western Line-80.01to90 Steel Sleepers 0 02485.02 Western Line-80.01to90 Wood Sleepers 0 02485.03 Western Line-80.01to90 Rail 0 02485.04 Western Line-80.01to90 Steel Sleepers 0 02485.05 Western Line-80.01to90 Wood Sleepers 0 02485.06 Western line-80.01to90-Rock Wall 0 02485.07 Western Line-80.01to90-Wood Sleepers 0 02485.08 Western Line-80.01to90-Wood Sleepers;;28 Wood Sleepers 0 02485.09 Western Line-80.01to90-Wood Sleepers;;10 Wood Sleepers 0 0



132

Asset Number Description Model Serial2485.10 Western Line-80.01to90-Rail;;238 mtrs Rail 0 02485.11 Western Line-80.01to90-Steel Sleepers;;460 Steel Sleepers 0 02486.00 Western Line - 90.01 to 100 km 0 02486.01 Western Line-90.01to100 Steel Sleepers 0 02486.03 Western Line-90.01to100 Rail 0 02486.04 Western Line-90.01to100-Steel Sleepers 0 02486.05 Western Line-90.01to100-Steel Sleepers;;103 Steel Sleepers 0 02486.06 Western Line-90.01to100-Steel Sleepers;;139 Steel Sleepers 0 02487.00 Western Line - 100.01 to 110 km 0 02487.01 Western Line-100.01to110 Steel Sleepers 0 02487.02 Western Line-100.01to110 Steel Sleepers 0 02487.03 Western Line-100.01to110 Rail 0 02487.04 Western Line-100.01to110 Wood Sleepers 0 02487.05 Western Line-100.01to110 Rail 0 02487.06 Western Line-100.01to110-Steel Sleepers 0 02487.07 Western Line-100.01to110-Steel Slprs-S/H;;34 Reconditioned Steel Sleepers 0 02487.08 Western Line-100.01to110-Wood Sleepers;;2 Wood Sleepers 0 02487.09 Western Line-100.01to110-Rail;;78 mtrs Rail 0 02487.10 Western Line-100.01to110-Steel Slprs-S/H;;60 S/H Steel Sleepers 0 02487.11 Western Line-100.01to110-Wood Sleepers;;3 Wood Sleepers 0 02488.00 Western Line - 110.01 to 120 km 0 02488.01 Western Line-110.01to120 Steel Sleepers 0 02488.02 Western Line-110.01to120 0 02488.03 Western Line-110.01to120 Bridges;;Caroline Creek Bridge KPW113.9;;Deck Replacement 0 02488.04 Western Line-110.01to120-Stl Slprs-S/H;;3 Reconditioned Steel Sleepers 0 02488.05 Western Line-110.01to120-Wood Sleepers;;7 Wood Sleepers 0 02488.06 Western Line-110.01to120-Steel Sleepers;;10 Steel Sleepers 0 02488.07 Western Line-110.01to120-Steel Sleepers;;9 Steel Sleepers 0 02488.08 Western Line-110.01to120-Steel Sleepers;;9 Steel Sleepers 0 02488.09 Western Line-110.01to120-Steel Sleepers;;427 Steel Sleepers 0 02489.00 Western Line - 120.01 to 130 km 0 02489.01 Western Line-120.01to130 Track Formation 0 02489.02 Western Line-120.01to130 Wood sleepers 0 02489.03 Western line-120.01to130 Rail 0 02489.04 Western Line-120.01to130-Crossings 0 02489.05 Western Line-120.01to130-Wood Sleepers 0 02489.06 Western Line-120.01to130-Steel Sleepers;;13 Steel Sleepers 0 0



133

Asset Number Description Model Serial2489.07 Western Line-120.01to130-Wood Sleepers;;32 Wood Sleepers 0 02489.08 Western Line-120.01to130-Steel Sleepers;;6 Steel Sleepers 0 02489.09 Western Line-120.01to130-Wood Sleepers;;16 Wood Sleepers 0 02489.10 Western Line-120.01to130-Wood Sleepers;;7 Wood Sleepers 0 02489.11 Western Line-120.01to130-Wood Sleepers;;3 Wood Sleepers 0 02489.12 Western Line-120.01to130-Steel Sleepers;;20 Steel Sleepers 0 02489.13 Western Line-120.01to130-Wood Sleepers;;11 Wood Sleepers 0 02490.00 Western Line - 130.01 to 140 km 0 02490.01 Western Line-130.01to140 Steel Sleepers 0 02490.02 Western Line-130.01to140-Steel Sleepers 0 02490.03 Western Line-130.01to140-Wood Sleepers 0 02490.04 Western Line-130.01to140-Stl Slprs-S/H;;2 Reconditioned Steel Sleepers 0 02490.05 Western Line-130.01to140-Steel Sleepers;;3 Steel Sleepers 0 02490.06 Western Line-130.01to140-Wood Sleepers;;4 Wood Sleepers 0 02490.07 Western Line-130.01to140-Wood Sleepers;;12 Wood Sleepers 0 02490.08 Western Line-130.01to140-Steel Sleepers;;34 Steel Sleepers 0 02491.00 Western Line - 140.01 to 150 km 0 02491.01 Western Line-140.01to150 Steel Sleepers 0 02491.02 Western Line-140.01to150 Wood Sleepers 0 02491.03 Western Line-140.01to150 0 02491.04 Western Line-140.01to150 Steel Sleepers 0 02491.05 Western Line-140.01to150-Wood Sleepers 0 02491.06 Western Line-140.01to150-Wood Sleepers;;4 Wood Sleepers 0 02491.07 Western line-140.01to150-Steel Slprs-S/H;;4 S/H Steel Sleepers 0 02491.08 Western Line-140.01to150-Wood Sleepers;;67 Wood Sleepers 0 02491.09 Western Line-140.01to150-Rail;;70 mtrs Rail 0 02491.10 Western Line-140.01to150-Wood Sleepers;;58 Wood Sleepers 0 02491.11 Western Line-140.01to150-Rail;;56 mtrs Rail 0 02491.12 Western Line-140.01to150-Wood Sleepers ;;112 Wood Sleepers 0 02491.13 Western Line-140.01to150-Wood Sleepers;;107 Wood Sleepers 0 02492.00 Western Line - 150.01 to 160 km 0 02492.01 Western Line-150.01to160 Steel Sleepers 0 02492.02 Western Line-150.01to160 Wood Sleepers 0 02492.03 Western Line-150.01to160 Steel Sleepers 0 02492.04 Western Line-150.01to160 Wood Sleepers 0 02492.05 Western Line-150.01to160-Steel Sleepers 0 02492.06 Western Line-150.01to160-Wood Sleepers 0 0



134

Asset Number Description Model Serial2492.07 Western Line-150.01to160-Rail 0 02492.08 Western Line-150.01to160-Wood Sleepers;;10 Wood Sleepers 0 02492.09 Western Line-150.01to160-Steel Sleepers;;13 Steel Sleepers 0 02493.00 Western Line - 160.01 to 170 km 0 02493.01 Western Line-160.01to170 Steel Sleepers 0 02493.02 Western Line-160.01to170 Steel Sleepers 0 02493.03 Western Line-160.01to170 Rail 0 02493.04 Western Line-160.01to170-Steel Sleepers 0 02493.05 Western Line-160.01to170-Rail 0 02493.06 Western Line-160.01to170-Steel Sleepers;;216 Steel Sleepers 0 02493.07 Western Line-160.01to170-Rail;;70 mtrs Rail 0 02493.08 Western Line-160.01to170-Wood Sleepers;;3 Wood Sleepers 0 02493.09 Western Line-160.01to170-Steel Sleepers;;70 Steel Sleepers 0 02493.10 Western Line-160.01to170-Wood Sleepers;;1 Wood Sleeper 0 02493.11 Western Line-160.01to170-Steel Sleepers;;12 Steel Sleepers 0 02493.12 Western Line-160.01to170-Wood Sleepers;;5 Wood Sleepers 0 02494.00 Western Line - 170.01 to 178.98 km 0 02494.01 Western Line-170.01to180 Steel Sleepers 0 02494.02 Western Line-170.01to180 Wood Sleepers 0 02494.03 Western Line-170.01to180 Rail 0 02494.04 Western Line-170.01to180 Steel Sleepers 0 02494.05 Western Line-170.01to179-Steel Sleepers 0 02494.06 Western Line-170.01to180-Wood Sleepers;;68 Wood Sleepers 0 02494.07 Western Line-170.01to180-Rail;;24 Mtrs Rail 0 02494.08 Western Line-170.01to180-Steel Sleepers;;20 Steel Sleepers 0 02494.09 Western Lne-170.01to178.98-Wood Sleepers;;12 Wood Sleepers 0 02494.10 Western Line-170.01to178.98-Wood Sleepers;;23 Wood Sleepers 0 02494.11 Western Line-170.01to178.98-Rail;;28 mtrs Rail 0 02494.12 Western Line-170.01to178.98-Wood Sleeprs;;8 Wood Sleepers 0 02494.13 Wstn Line-170.01to178.98-Crossng Timbers;;2 Crossing Timbers 0 02494.14 Western Line-170.01to178.98-Wood Sleeprs;;30 Wood Sleepers 0 02494.15 Western Line-170.01to178.98-Wood Slprs;;40 Wood Sleepers 0 02495.00 Wiltshire Line - 178.99 to 190 km 0 02496.00 Wiltshire Line - 190.01 to 200 km 0 02497.00 Wiltshire Line - 200.01 to 210 km 0 02498.00 Wiltshire Line - 210.01 to 220 km 0 02499.00 Wiltshire Line - 220.01 to 230 km 0 0



135

Asset Number Description Model Serial2500.00 Wiltshire Line - 230.01 to 240 km 0 02501.00 Wiltshire Line - 240.01 to 250 km 0 02502.00 Wiltshire Line - 250.01 to 256.7 km 0 02548.00 Yard Infrastructure-Burnie Jnctn 0 02548.01 Yard Infra-Burnie Steel Sleepers 0 02548.02 Yard Infra-Burnie Yard Points;;Points & Crossing Timbers 0 02548.03 Yard Infra-Burnie-Steel Sleepers S/H;;5 Reconditioned Steel sleepers 0 02549.00 Yard Infrastructure-Western Jnctn 0 02549.01 Yard Infra-W/Jnctn Steel Sleepers 0 02549.02 Yard Infra-W/Jnctn Wood Sleepers 0 02549.03 Yard Infra-W/Jcntn Steel Sleepers 0 02549.04 Yard Infra-W/Jcntn Wood Sleepers 0 02549.05 Yard Infra-W/Jnctn Points;;Points Sets/Timbers 0 02549.06 Yard Infra-W/Jctn-Wood Sleepers 0 02549.07 Yard Infra-W/Jnctn-Wood Sleepers;;5 Wood Sleepers 0 02549.08 Yard Infra-W/Jnctn-Wood Sleepers;;12 Wood Sleepers 0 02549.09 Yard Infra-WJctn-Wood Sleepers;;57 Wood Sleepers 0 02549.10 Yard Infra-W/Jctn-Crossing Timbers;;2 Crossing Timbers 0 02549.11 Yard Infra-W/Jctn-Steel Sleepers;;5 Steel Sleepers 0 02549.12 Yard Infra-W/Jctn-Wood Sleepers;;1 Wood Sleeper 0 02550.00 Yard Infrastructure-Devonport 0 02550.03 Yard Infra-Devonport-Rail 0 02551.00 Yard Infrastructure-Bridgewater 0 02551.01 Yard Infra-Bridgewater Points/Timbers;;15 Timbers 0 02551.02 Yard Infra-Bridgewater Wood Sleepers 0 02551.03 Yard Infra-Bridgewater Wood Sleepers 0 02552.00 Yard Infrastructure-Boyer 0 02552.01 Yard Infra-Boyer Wood Sleepers 0 02552.02 Yard Infra-Boyer Wood Sleepers 0 02552.03 Yard Infra-Boyer-Wood Sleepers 0 02552.04 Yard Infra-Boyer-Steel Sleepers-S/H;;6 Reconditioned Steel Sleepers 0 02552.05 Yard Infra-Boyer-Wood Sleepers;;4 Wood Sleepers 0 02552.06 Yard Infra-Boyer-Points Timbers;; 0 02553.00 Yard Infrastructure-Hobart 0 02553.01 Yard Infra-Hobart Steel Sleepers 0 02553.02 Yard Infra-Hobart Steel Sleepers 0 02553.03 Yard Infra-Hobart-Steel Sleepers S/H;;4 Reconditioned Steel Sleepers 0 0



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Asset Number Description Model Serial2553.04 Yard Infra-Hobart-Wood Sleepers;;3 Wood Sleepers 0 02553.05 Yard Infra-Hobart Yd-Crossing Timbers;;33 Points/Crossing Timbers 0 02554.00 Yard Infrastructure-Conara 0 02554.01 Yard Infra-Conara Wood Sleepers 0 02554.02 Yard Infra-Conara Wood Sleepers 0 02554.03 Yard Infra-Conara Steel Sleepers 0 02554.04 Yard Infra-Conara Rail 0 02554.05 Yard Infra-Conara;;Points Sets/Timbers;; 0 02554.06 Yard Infra-Conara-Steel Sleepers 0 02554.07 Yard Infra-Conara-Wood Sleepers 0 02554.08 Yard Infra-Conara-Points Timbers;;26 Points Timbers 0 02554.09 Yard Infra-Conara-Steel Sleepers-S/H;;10 Reconditioned Steel Sleepers 0 02555.00 Yard Infrastructure-East Tamar 0 02555.01 Yard Infra-East Tamar Steel Sleepers 0 02555.02 Yard Infra-East Tamar Wood Sleepers 0 02555.03 Yard Infra-East Tamar Wood Sleepers 0 02555.04 Yard Infra-East Tamar;;Points Sets/Timbers 0 02555.05 Yard Infra-East Tamar-Wood Sleepers 0 02555.06 Yard Infra-East Tamar-Wood Sleepers;;15 Wood Sleepers 0 02555.07 Yard Infra-East Tamar-Wood Sleepers;;43 Wood Sleepers 0 02555.08 Yard Infra-East Tamar-Steel Sleepers;;16 Steel Sleepers 0 02555.09 Yard Infra- ETJ Yd-Crossing Timbers;;30 Points/Crossing Timbers 0 02556.00 Yard Infrastructure-G/town/Bell Bay 0 02556.01 Yard Infra-G/town/Bell Bay-Rail 0 02556.02 Yard Infra-G/town/Bell Bay Wood Sleepers 0 02556.03 Yard Infra-G/town B/Bay-Steel Sleepers;;2 Steel Sleepers 0 02556.04 Yard Infra-G/town/BellBay-Wood Sleepers;;1 Wood Sleeper 0 02556.05 Yard Infra-G/tn-B/Bay-Steel Sleepers;;23 Steel Sleepers 0 02556.06 Yard Infra-Gtown/BBay-Steel Sleepers;;30 Steel Sleepers 0 02556.07 Yard Infra-G'tn/B'Bay-Rail;;110 mtrs Rail 0 02556.08 Yard Infra-G'tn/B'Bay-Steel Sleepers;;27 Steel Sleepers 0 02559.00 Yard Infrastructure-Long Reach 0 02559.01 Yard Infra-Long Reach-Wood Sleepers;;15 Wood Sleepers 0 02559.02 Yard Infra-Long Reach-Points Timbers;;50 Points Timbers 0 02560.00 Yard Infrastructure-Fingal 0 02561.00 Yard Infrastructure-Railton 0 02561.01 Yard Infra-Railton Wood Sleepers 0 0



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Asset Number Description Model Serial2561.02 Yard Infra-Railton Rail 0 02561.03 Yard Infra-Railton-Steel Sleepers-S/H;;166 Reconditioned Steel Sleepers 0 02561.04 Yard Infra-Railton-Steel Sleepers-S/H;;12 S/H Steel Sleepers 0 02574.00 Yard Infra-Deloraine-Wood Sleepers 0 02574.01 Yard Infra-Deloraine-Points;;1 set 1:8 timbers 0 02617.00 Sleepers & Rail 0 0



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Part E - Melba Line Fixed Assets Register


Asset Register Melba Line Assets as at 30 Jun 09

PN Tas Assets

Asset Number Description Model Serial3000 Plant & Equipment1952.00 Fire Sprinkler System Bulk Handling EBR 901 0 02171.00 Shiploader EBR 537 0 02171.01 Shiploader;;Replace chute assembly;; 0 02171.02 Shiploader-Conveyor;;Install New Belt 0 02172.00 Shiploader Cabin 90 EBR 544 0 02172.01 Shiploader Cabin;;Refurbishment of Cabin & Truss 0 02212.00 Tippler Bearing Mounting Equip CIP709613 EBR 931 0 02213.00 Tippler Hopper Re-Lining CIP709614 EBR 932 0 02566.00 CCTV System;;Burnie Concentrate Shed 0 02619.00 Scales, Metzler 0 02661.00 Tippler Wheels;;4 wheels 0 02678.00 COMPRESSOR ;;ATLAS COPCO GX4FF200/10 0 05000 Buildings2360.00 Concentrate Shed - Main Building 0 02360.01 Concentrate Shed-Main Building;;Partial Recladding 0 02360.02 Concentrate Shed-Main Building;;New Roof 0 02360.03 Concentrate Shed - Main Building-Partial Recladding 0 02361.00 Concentrate Shed - Additions 0 02362.00 Tippler Shed - Main Building 0 02362.01 Tippler Building - Main Building;;Replace Western Wall sheeting 0 02363.00 Tippler Shed - Pit 0 08000 Infrastructure2436.00 Melba Line - 0 to 10 km 0 02436.01 Melba Line-0to10 Steel Sleepers 0 02436.02 Melba Line-0to10 Wood Sleepers 0 02436.03 Melba Line-0to10-Steel Sleepers;;2 Steel sleepers 0 02436.04 Melba Line-0to10-Wood Sleepers;;2 Wood Sleepers 0 02436.05 Melba Line-0to10-Rail;;20 Mtrs Rail 0 0



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Asset Number Description Model Serial2436.06 Melba Line-0to10-Steel Sleepers;;10 Steel Sleepers 0 02436.07 Melba Line-0to10-Steel Sleepers;;2 Steel Sleepers 0 02436.08 Melba Line-0to10-Steel Sleepers;;5 Steel Sleepers 0 02437.00 Melba Line - 10.01 to 20 km 0 02437.01 Melba Line-10.01to20 Steel Sleepers 0 02437.02 Melba Line-10.01to20-Steel Sleepers;;5 Steel Sleepers 0 02437.03 Melba Line-10.01to20-Wood Sleepers;;7 Wood Sleepers 0 02437.04 Melba Line-10.01to20-Steel Sleepers;;5 Steel Sleepers 0 02437.05 Melba Line-10.01to20-Steel Sleepers;;38 Steel Sleepers 0 02438.00 Melba Line - 20.01 to 30 km 0 02438.01 Melba Line-20.01to30 Steel Sleepers 0 02438.02 Melba Line-20.01to30 Steel Sleepers 0 02438.03 Melba Line-20.01to30 Rail 0 02438.04 Melba Line-20.01to30-Steel Sleepers 0 02438.05 Melba Line-20.01to30-Wood Sleepers;;4 Wood Sleepers 0 02438.06 Melba Line-20.01to30-Wood Sleepers;;29 Wood Sleepers 0 02438.07 Melba Line-20.01to30-Wood Sleepers;;4 Wood Sleepers 0 02439.00 Melba Line - 30.01 to 40 km 0 02439.01 Melba Line-30.01to 40 Steel Sleepers 0 02439.02 Melba Line-30.01to40-Steel Sleepers 0 02439.03 Melba Line-30.01to40-Steel Sleepers;;80 Steel Sleepers 0 02439.04 Melba Line-30.01to40-Steel Sleepers;;80 Steel Sleepers 0 02440.00 Melba Line - 40.01 to 50 km 0 02440.01 Melba Line-40.01to50-Steel Sleepers 0 02440.02 Melba Line-40.01to50-Wood Sleepers;;23 Wood Sleepers 0 02440.03 Melba Line-40.01to50-Steel Sleepers;;1 Steel Sleeper 0 02440.04 Melba Line-40.01to50-Steel Sleepers;;4 Steel Sleepers 0 02441.00 Melba Line - 50.01 to 60 km 0 02441.01 Melba Line-50.01to60 Steel Sleepers 0 02441.02 Melba Line-50.01to60-Steel Sleepers;;5 Steel Sleepers 0 02441.03 Melba Line-50.01to60-Rail;;23 Mtrs Rail 0 02441.04 Melba Line-50.01to60-Wood Sleepers;;15 Wood Sleepers 0 02441.05 Melba Line-50.01to60-Steel Sleepers;;7 Steel Sleepers 0 02442.00 Melba Line - 60.01 to 70 km 0 02442.01 Melba Line-60.01to70 Steel Sleepers 0 02442.03 Melba Line-60.01to70 Rail 0 02443.00 Melba Line - 70.01 to 80 km 0 0



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Asset Number Description Model Serial2443.01 Melba Line-70.01to80 Steel Sleepers 0 02444.00 Melba Line - 80.01 to 90 km 0 02444.01 Melba Line-80.01to90 Steel Sleepers 0 02444.02 Melba Line-80.01to90 Wood Sleepers 0 02444.03 Melba Line-80.01to90 Rail 0 02444.04 Melba Line-80.01to90-Steel Sleepers;;4 Steel sleepers 0 02444.05 Melba Line-80.01to90-Steel Sleepers;;158 Steel Sleepers 0 02444.06 Melba line-80.01to90-Steel Sleepers;;4 Steel Sleepers 0 02444.07 Melba Line-80.01to90-Wood Sleepers;;8 Wood Sleepers 0 02444.08 Melba Line-80.01to90-Steel Sleepers;;2 Steel Sleepers 0 02444.09 Melba Line-80.01to90-Steel Sleepers;;2 Steel Sleepers 0 02445.00 Melba Line - 90.01 to 100 km 0 02445.01 Melba Line-90.01to100 Points/Timbers;;2 half sets Points Timbers 0 02445.03 Melba line-90.01to100 Rail 0 02445.04 Melba line-90.01to100-Steel Sleepers;;2 Steel Sleepers 0 02445.05 Melba Line-90.01to100-Wood Sleepers;;3 Wood Sleepers 0 02446.00 Melba Line - 100.01 to 110 km 0 02446.01 Melba Line-100.01to110 Steel Sleepers 0 02446.02 Melba Line-100.01to110 Wood Sleepers 0 02446.03 Melba Line-100.01to110-Steel Sleepers;;1 Steel Sleeper 0 02446.04 Melba Line-100.01to110-Steel Sleepers;;63 Steel Sleepers 0 02446.05 Melba Line-100.01to110-Rail;;26 Mtrs Rail 0 02446.06 Melba Line-100.01to110-Steel Sleepers;;130 Steel Sleepers 0 02446.07 Melba Line-100.01to110-Steel Sleepers;;13 Steel Sleepers 0 02446.08 Melba Line-100.01to110-Steel Sleepers 0 02446.09 Melba Line-100.01to110-Wood Sleepers;;10 Wood Sleepers 0 02446.10 Melba Line-100.01to110-Steel Sleepers;;9 Steel Sleepers 0 02446.11 Melba Line-100.01to110-Steel Sleepers;;402 Steel Sleepers 0 02446.18 Melba Line-100.01to110-Steel Sleepers;;962 Steel Sleepers 0 02446.19 Melba Line-100.01to110-Rail;;28 Metres Rail 0 02446.20 Melba Line-100.01to110-Wood sleepers 0 02447.00 Melba Line - 110.01 to 120 km 0 02447.01 Melba Line-110.01to120 Steel Sleepers 0 02447.02 Melba Line-110.01to120-Wood Sleepers;;Ring River Bridge-177 wood sleepers 0 02447.03 Melba Line-110.01to120-Steel Sleepers;;2 Steel Sleepers 0 02447.04 Melba Line-110.01to120-Steel Sleepers;;10 Steel Sleepers 0 02447.05 Melba Line-110.01to120-Steel Sleepers;;6 Steel Sleepers 0 0



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Asset Number Description Model Serial2447.06 Melba Line-110.01to120-Steel Sleepers;;97 Steel Sleepers 0 02447.07 Melba Line-120.01to130-Steel Sleepers;;5 Steel Sleepers 0 02448.00 Melba Line - 120.01 to 130 km 0 02448.01 Melba Line-120.01to130 Steel Sleepers 0 02448.02 Melba Line-120.01to130 Wood Sleepers 0 02448.03 Melba Line-120.01to130 Rail 0 02448.04 Melba Line-120.01to130-Wood Sleepers 0 02448.05 Melba Line-120.01to130-Rail 0 02448.06 Melba Line-120.01to130-Steel Sleepers;;2 Steel Sleepers 0 02448.07 Melba Line-120.01to130-Steel Sleepers;;43 Steel Sleepers 0 02448.08 Melba Line-120.01to130-Steel Sleepers;;12 Steel Sleepers 0 02448.09 Melba Line-120.01to130-Wood Sleepers;;20 Wood Sleepers 0 02448.10 Melba Line-120.01to130-Steel Sleepers;;10 Steel Sleepers 0 02448.11 Melba Line-120.01to130-Wood Sleepers;;20 Wood Sleepers in Argent Tunnel 0 02448.12 Melba Line-120.01to130-Steel Sleepers;;841 Steel Sleepers 0 02557.00 Yard Infrastructure-Melba 0 02557.03 Yard Infra-Melba- Rail 0 02558.00 Yard Infrastructure-Primrose 0 02558.01 Yard Infra-Primrose Steel Sleepers 0 02558.02 Yard Infra-Primrose-Wood Sleepers;;180 Wood Sleepers 0 02558.03 Yard Infra-Primrose-Steel sleepers;;88 Steel sleepers 0 02558.04 Yard Infra-Primrose-Steel Sleepers;;4 Steel Sleepers 0 02558.05 Yard Infra-Primrose-Steel Sleepers;;5 Steel Sleepers 0 0




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Schedule 3 - Seller’s organisational structurePNT Organisation Chart




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Salary Bands

Section Salary RangeManagementManagers 77,796 - 114,082Train ServicesSupervisors 64,790Drivers 60,041- 73,072Rail Operators 45,819 - 47,475Train Controller 40,465 - 74,483B/Handlers 45,819Rolling stockSupervisor 55,069 - 69,078 Workshop Maintainer 48,300 - 54,540Workshop Assist 43249InfrastructureInfrastructure Maintainer 42,430 - 46,415Infrastructure Supervisor 58,958 - 65208




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Schedule 4 - Warranties

1 IncorporationEach Seller has been duly incorporated, as a company limited by shares, and continues to exist as a corporation under the law of its place of incorporation.

2 PowerEach Seller has the power:

(a) to own the Assets sold, or agreed to be sold, by it pursuant to this agreement;

(b) to carry on the parts of the Business carried on and sold, or agreed to be sold, by it pursuant to this agreement; and

(c) to enter into, and to perform its obligations under, this agreement and each document which it is required to enter into in accordance with this agreement.

3 AuthorisationsEach Seller has in full force and effect all authorisations necessary for it to enter into, to comply with and perform its obligations under, and to exercise its rights in connection with, this agreement and each document to be entered into by it in accordance with this agreement and to allow them to be enforced.

4 Transaction permittedThe performance by each Seller of its obligations under this agreement and each document to be entered into by it in accordance with this agreement will not breach in any respect any provision of:

(a) any applicable law;

(b) the Seller’s constitution; or

(c) any material term or provision of any agreement, writ, order, injunction or judgment to which it is a party or is subject or by which it is bound.

5 EnforceabilityThis agreement constitutes, and each document which each Seller is required to enter into accordance with this agreement will constitute, a legal, valid and binding obligation of that Seller enforceable in accordance with its terms by appropriate legal remedy.



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6 Solvency(a) No Seller is insolvent as at the date of this agreement and will not be

insolvent as at any time during the period commencing on the date of this agreement and ending on Completion.

(b) The performance by each Seller of its obligations under this agreement and each document to be entered into by it in accordance with this agreement will not result in that Seller becoming insolvent.

(c) No order or application has been made for the winding-up of any Seller.

(d) No distress, execution or other similar order or process has been issuedagainst any Seller or has been issued or is threatened against any of the Assets.

(e) There are no unsatisfied judgments, orders, arbitral awards or decisions of any court, tribunal or arbitrator against any Seller.

(f) No voluntary arrangement has been proposed or reached with any creditors of any Seller.

(g) No controller, receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to any Seller or the Assets and no such appointment has been threatened.

7 Ownership of AssetsExcept as disclosed in the Disclosure Material, at least one or more the parties comprising the Seller is the legal and beneficial owner of the Assets until Completion. There are no Encumbrances over or affecting any of the Assets except for the Permitted Encumbrances and any Encumbrances disclosed in writing by the Seller to the Buyer in the Disclosure Material.

8 Assets generally(a) The tangible Assets are fully paid for.

(b) The tangible Assets are in the possession of at least one or more of the parties comprising the Seller.

(c) None of the parties comprising the Seller holds any Assets as a trustee or as a fiduciary.

(d) The Assets are used solely for the purposes of the Business.

(e) The Assets, the Excluded Assets, the Licensed Intellectual Property, the Burnie Lease, the Tasmanian Rail Network, and the Lease of Premises (Terminals) are all of the assets used in or in connection with and necessary for the conduct of the Business.

(f) None of the parties comprising the Seller has disposed of, agreed to dispose of, or granted any option to any person to purchase, any of the Assets.



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(g) The Rolling Stock complies with all applicable laws in all material respects.

(h) The Records in the Seller’s possession include some but not all records in relation to the Rolling Stock which are necessary for the operation, servicing and repair of the Rolling Stock or which are required to be maintained in accordance with applicable laws (including for the purposes of maintaining accreditation for railway operations).

(i) The Records in the Seller’s possession include some but not all details of manufacturer’s warranties and guarantees concerning the Rolling Stock.

(j) Except as disclosed in the Disclosure Material, the benefit of the Assets will effectively pass to the Buyer at the date of Completion or date of Completion (as applicable).

9 Conduct of the Business(a) At least one or more of the parties comprising the Seller has conducted

the Business in a proper and businesslike manner in accordance with normal and prudent practice (having regard to the nature of the Business and the past practice of those parties).

(b) As far as the Seller is aware, as between all of the parties comprising the Seller, at least one or more of those parties hold and is in compliance with all licences and authorisations necessary to operate the Business and the conduct of the Business by any one or more of those parties does not contravene any applicable laws in any material respect (including laws relating to trade practices and fair trading).

10 Property Sub-Leases(a) The table set out in Schedule 5 (“Property Sub-Leases”) is a complete

list of all of the Property Sub-Leases and accurately describes them.

(b) As far as the Seller is aware, there is no litigation pending or threatened in connection with or arising out of any Property Sub-Lease.

(c) There are no disputes in relation to any Property Sub-Lease which may give rise to litigation or the termination of any Property Sub-Lease.

11 Property mattersThe Seller is not aware of any claim or demand to remove any of the Hellyer Spur Assets from land owned by a third party.

12 Environmental matters(a) In this warranty 12 (and any other provision of this agreement which

relates to the subject matter of this warranty), unless the context otherwise requires:



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Contaminated means, in relation to land, that the land is adversely affected or degraded by the presence of any substance (including, without limitation, any dangerous good, toxic or hazardous substances, asbestos or any waste) which, having regard to the use of the land (or of any otherland in its vicinity), creates, or may create, a risk of harm to the environment.

Environmental Liability means any actual, contingent or prospective liability, obligation, expense, penalty or fine, arising out of a breach by the Seller of an Environmental Law, which could be imposed upon the Buyer, and includes:

(i) an order, notice or direction by a Government Agency requiring the carrying out of remediation of land or to remove any substance from land; and

(ii) an obligation at law to carry out works to remove or treat a Contaminant.

(b) The Seller has disclosed in writing to the Buyer in the Disclosure Material:

(i) each incident of which it is aware that has caused any Contaminant to be released onto the Tasmanian Rail Network, land adjoining the Tasmanian Rail Network, the Melba Line and/or land surrounding the Melba Line; and

(ii) all facts, matters and circumstances of which it is aware which have occurred before the date of this agreement and which may give rise to a material Environmental Liability on or after the date of this agreement or which constitute a material breach of an Environmental Law.

13 Financial StatementsThe financial statements and other financial records disclosed or given by or on behalf of the Seller to the Buyer before the date of this agreement in relation to the Business and the Assets are true and accurate in all material respects.

14 Accuracy of information and disclosureAll information given by or on behalf of the Seller or its advisers to the Buyer or its advisers or included in the Data Room, and written answers to questions raised by the Buyer and supplied by the Seller before the date of this agreement was not misleading in any material respect at the time given, included or supplied (as applicable).

15 Litigation(a) No Seller is party to any prosecution, litigation or arbitration proceedings

in respect of the Business or the Assets, except as disclosed in writing by the Seller to the Buyer in the Disclosure Material.



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(b) As far as the Seller is aware, none of the parties comprising the Seller is subject to any administrative or governmental investigation in respect of the Business or the Assets, except as disclosed in writing by the Seller to the Buyer in the Disclosure Material.

(c) As far as the Seller is aware, no prosecution, litigation, proceeding or investigation is pending or threatened in relation to the Business or the Assets, except as disclosed in writing by the Seller to the Buyer in the Disclosure Material .

(d) As far as the Seller is aware, there are no circumstances or matters which might give rise to the any prosecution, litigation, proceeding or investigation in relation to the Business or the Assets, except as disclosed in writing by the Seller to the Buyer in the Disclosure Material.

(e) As far as the Seller is aware, no order, notice, demand or request in respect of the Business has been issued to the Seller by any Government Agency which remains outstanding or which has not been complied with, except as disclosed in writing by the Seller to the Buyer in the Disclosure Material.

16 Contracts(a) The Seller has included in the Data Room all of the Contracts material to

the conduct of the Business (including all terms of trade with customers of the Business). The Seller has included in the Data Room, or otherwise disclosed in writing to the Buyer, any material changes to those Contracts up to and including the date of this agreement.

(b) There are no amendments to any Listed Material Contract other than those disclosed in writing by the Seller to the Buyer before the date of this agreement.

(c) Each Listed Material Contract contains the entire agreement between the Seller and the customer concerning the provision of services by the Seller to that customer.

(d) As far as the Seller is aware, the Seller has not done, or omitted to do, any act or thing which may constitute a material anticipatory breach of a Listed Material Contract by the Seller.

(e) As far as the Seller is aware, no event has occurred which would be grounds for termination of any Listed Material Contract by the Seller or any customer.

(f) As far as the Seller is aware, there is no litigation pending or threatened in connection with or arising out of any Listed Material Contract.

(g) As far as the Seller is aware, there are no disputes with any customer under a Listed Material Contract which may give rise to litigation or the termination of any Listed Material Contract.



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17 Employees(a) The table set out in the Employee Letter is a complete list of all of the

Employees as at the date of this agreement and, other than as disclosed in writing by the Seller to the Buyer in the Disclosure Material, accurately describes them and their employment details.

(b) The Seller has disclosed to the Buyer in writing in the Disclosure Material, accurate and complete samples of each type of employment agreement described in the table set out in the Employee Letter.

(c) Each Employee listed in the table set out in the Employee Letter is, subject to the disclosures referred to in paragraph (a), employed in accordance with the terms of the relevant employment agreement.

(d) None of the parties comprising the Seller has failed to comply in all material respects with all contractual, statutory, legal and fiscal obligations of and in relation to its employment of any of the Employees including all codes of practice, collective agreements, awards and laws relating to taxation and superannuation.

(e) The Records so far as they relate to the employment of the Transferring Employees are, or will be, accurate and complete as at Completion.

(f) Except as disclosed in writing in the Employee Letter, all employees working in the Business are employed by PN Tas (Services) Pty Ltd.

(g) As at the date of this agreement, no Seller has given any commitment (whether legally binding or not) to increase or change the wages and other benefits paid or allowed to the Employees.

18 Intellectual property matters(a) In the conduct of the Business none of the parties comprising the Seller

knowingly infringes or wrongfully uses any business names, licences, copyrights, patents, trade marks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae, recipes and know-how).

(b) There are no royalty, licence or any other fees payable in connection with the Business Intellectual Property other than in respect of Microsoft applications.

19 Acquisition of Melba Line Assets by TasRailCertain Melba Line Assets were acquired from the Emu Bay Railway Company by Tasrail Pty Ltd in 1998. Tasrail Pty Ltd is now known as PN Tas (Operations) Pty Ltd. The Seller has reviewed certain information in its possession in relation to that acquisition. Any of that information which is materially relevant to the Business (including the Assets) has been disclosed by the Seller to the Buyer.


Mallesons Stephen Jaques10069799_5 business sale agreement - pac.doc


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Schedule 5 - Property Sub-Leases

PNT Sub Lease Property Schedule as at 30 Jun 09

Lessee Property Address Current Agreement Annual Rental(ex gst)

Boral Resources Ltd. (Tas), Evans Street, Hobart TAS 7001Month to Month operating under terms of pervious lease - Invoiced Monthly 30,516.00

BP Australia Limited Burnie Pipeline Licence Licence agreement - Invoiced Annually 1,833.00

Toll ShippingPort of Burnie Shipyards, Burnie TAS 7320

Month to Month operating under terms of pervious lease - Invoiced Monthly 89,295.00

Central Coast Motors Tas. Pty. Ltd. Ulverstone Property Licence agreement - Invoiced monthly 252.00 BP Australia Pty.Ltd., (ex Mobil) Burnie Pipeline Licence Licence agreement - Invoiced Annually 2,200.00 Tasmanian Ports Corporation PL Devonport Lease agreement - Invoiced Annually 5,040.00 Shell Company of Australia Ltd. Devonport pipeline licence Licence agreement - Invoiced Annually 250.00

Impact Fertilisers Railway Yard, Devonport TAS 7310Month to Month operating under terms of pervious lease - Invoiced Annually 90,580.00

Eugene McCarthy Transport Pty. Ltd. Longford PropertyMonth to Month operating under terms of pervious lease - Invoiced Monthly 3,230.00

SeaRoad Logistics 1 Evans Street, Hobart TAS 7000Month to Month operating under terms of pervious lease - Invoiced Monthly 85,272.00

DeBruyns Transport Remount Road, Mowbray TAS 7249Month to Month operating under terms of pervious lease - Invoiced Monthly 12,500.00

Toll Tasmania 41 Evans Street, Hobart TAS 7001Month to Month operating under terms of pervious lease - Invoiced Monthly 311,000.00

Toll Tasmania 41 Evans Street, Hobart TAS 7001

Month to Month operating under terms and cond set out in letter - Invoiced Monthly 123,120.00

Caterpillar Elphinstone Pty Ltd 2-8 Wilson Street, South Burnie 7320Month to Month operating under terms of pervious lease - Invoiced Monthly 14,200.00

Tasmania Mines Concentrates Shed, Burnie Tas 7320 Supplier agreement - Invoiced Monthly 84,623.28

Incitec Pivot Bass Highway - Howth land leaseLand rental. No formal lease / lic -invoiced Monthly 10,087.00




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Schedule 6 - Listed Material Contracts

Party Title Contract DateCustomer ContractsMin Metals (ex OZ Minerals) Haulage Agreement 06/04/1988Cement Australia (Cement) Rail Freight Agreement 03/02/2005Copper Mines Of Tasmania Haulage Agreement 01/10/1999




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Schedule 7 - Emu Bay Railway (Operation and Acquisition) Act

The Emu Bay Railway (Operation and Acquisition) Act is to provide that:

(a) on Completion the Buyer is taken to have compulsorily acquired, without the need for any notice of acquisition, conveyance, transfer, assignment or other assurance:

(i) all of the right, title and interest (if any) of Emu Bay Railway Company in the Melba Line Assets; and

(ii) all of the right, title and interest (if any) of each Affected Person in the Melba Line Assets;

(b) on Completion the Melba Line Assets are taken to be freed and discharged from:

(i) each Emu Bay Security; and

(ii) all claims in any way connected with or arising out of any Emu Bay Security;

(c) the taking of each right, title and interest set out in paragraph (a) does not operate to extinguish any other right, title or interest in any Melba Line Assets subsisting immediately before Completion;

(d) no compensation is payable by the Crown or any other person to The Emu Bay Railway Company Limited in respect of the vesting in the Crown of any right, title and interest of Emu Bay Railway Company in any Melba Line Asset;

(e) each Affected Person, who lodges a claim for compensation with the Crown within 6 months of the date of Completion, is entitled to be paid compensation by the Crown in respect of the right, title and interest of that Affected Person in Melba Line Assets which is vested in the Buyer pursuant to the Emu Bay Railway (Operation and Acquisition) Act;

(f) an Affected Person who fails to lodge a claim for compensation within the period of 6 months will not be entitled to compensation;

(g) not later than one month after the date of Completion the Crown must:

(i) advertise for claims for compensation by Affected Persons as follows:

(A) at least twice in a newspaper circulating generally in Tasmania;

(B) at least twice in a newspaper circulating generally in Australia; and



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(C) at least once in a newspaper circulating generally in the United Kingdom; and

(ii) give written notice to each person whom it reasonably believes may be an Affected Person of the right of Affected Persons to claim compensation under the Emu Bay Railway (Operation and Acquisition) Act and the time limit within which claims may be lodged;

(h) a claim for compensation by an Affected Person is to be:

(i) lodged with the Secretary of the Department of Infrastructure Energy and Resources; and

(ii) determined in accordance with the Acquisition Act; and

(i) the Seller’s operation of the Melba Line for the purposes of the Emu Bay Railway Acts is validated retrospectively to the date upon which the Seller acquired the Melba Line.




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Schedule 8 – Transition Plan

Transition Programs

(A) Information Technology Transition Program

Item Information Technology Transition Program Indicative Date

Objective Independent operational IT infrastructure and systems inc hardware and software sufficient for the continued operation of the business.

30th November 09

Planning § Assessments of current Pacific National Tasmania’s (“PNT”) site IT.

§ Determine system requirements post Completion Date for the Tasmanian rail operations.

§ Subject to confirmation of delivery times – Crown to place IT order

§ Determine, if any, potential ongoing level of PN system usage and the timeframe support is required.

§ Agree IT Implementation Plan, including hardware, software, licenses requirements, system support, legal issues pertaining to licences, etc.

§ Enact IT Implementation Plan

1st September 09

1st September 09

5th September 09

1st November 09

15th September 09

(B) Financial Systems Transition Program

Item Financial Systems Transition Program Indicative Date

Objective To ensure the Business has a fully functional business financial management system sufficient to enable the operation of the Business.

30th November 09

Planning § Review the suitability of the current financial reporting systems for post Completion Date requirements.

§ Determine any ongoing requirement for Sellers systems and the timeframe that support is required.

§ Agree Financial Systems Implementation Plan.§ Enact Financial Systems Implementation Plan.

24th September 09

1st November 09

24th September 09

(C) Safety Management System Transition Program

Item Safety Management System (SMS) Transition Program Indicative Date

Objective To enable the Business to have a fully functional safety management system sufficient to obtain accreditation under the Rail Safety Act

30th November 09

Planning § Review SMS requirements for Tasmania rail operation. 30th August 09

30th August 09



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§ Develop SMS Implementation Plan

§ Complete analysis for post Completion Date requirements and ongoing system requirements.

§ Determine any ongoing level of PN system usage and the timeframe support is required.

§ Enact SMS Implementation Plan

1st November 09

1st November 09

(D) Regulatory/Legal/Business Requirements Transition Program

Item Regulatory/Legal Requirements/Business Transition Program Indicative Date

Objective To ensure that the Business maintains and complies with all regulatory and legal obligations and that all business systems are transitioned to enable the Business to continue operations from Completion Date.

30th November 09

Planning § Review the required regulatory/legal/business requirements for continued business operation post Completion Date, including, but not limited to insurance, workers compensation, work place safety accreditations, licences, Occupational Health and Safety, Safety Health and Environmental systems, disaster and crisis management, permissions, approvals, contracts etc.

§ Determine, in any, ongoing level of support for safety systems and the timeframe support is required.

§ Agree Regulatory/Legal Requirements/Business Implementation Plan

§ Identify communications point for any contractual issues / changes of a material nature that require government notification / approvals.

§ Assess environmental requirements and obligations

15th September 09

1st November 09

24th September 09

15th September 09

30th September 09

(E) Employment/Human Resource Transition Program

Item Employment/Human Resource (HR) Management Transition Program

Indicative Date

Objective To ensure the maximum amount of employees transition to the new business and ensure the business has all necessary human resource management systems and procedures in place to operate the Business

30th November 09

Planning § Review Current employment policies/procedures used by the Seller and determine required employment policies/procedures post Completion Date.

§ Assess ongoing use of the Seller’s policies and procedures, if required.

§ Agree Employment/HR Management Implementation Plan,

24th September 09

24th September 09

24th September



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including:

o Communication strategy for staff

o Employment strategies - vacancy management

o Process for transfer of relevant employee records / data

o Identification of communications point for any employee issues / changes of a material nature thatrequire government notification / approvals.

§ Agree process to deal with the expiration of employment agreements between the date of execution of the Business Sale Agreement and the Completion Date.

§ Buyer to send confirmation letter to Transferring Employees advising that they are deemed to have accepted the Buyer’s offer of employment.

09

30th September 09

(F) Customer Management Transition Program

Item Customer Management Transition Program Indicative Date

Objective To implement BSA and ensure minimal disruption to the Business at Completion Date 30th November

09

Planning To be developed by the Transition Managers during the transition period.

(G) Supplier Management Transition Program

Item Supplier Management Transition Program Indicative Date

Objective To implement BSA and ensure minimal disruption to the Business at Completion Date 30th November

09

Planning To be developed by the Transition Managers during the transition period.

(H) Employee Training Transition Program

Item Employee Training Transition Program Indicative Date

Objective To ensure that the Business is able to maintain training obligations and that all training systems are transitioned or replaced to ensure the Business can continue to operate post Completion Date

Planning § Undertake review of training requirements. Agree Employee Training Implementation Plan.

§ Identify and review training requirements post Complete Date, including determining if the Buyer requires support of the Seller in its capacity as a Registered Training Organisation (“RTO”) post Completion Date and the level of support required. Review vehicle for delivery of training post Completion Date.

30th September 09

1st November 09



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§ Transfer of employee training records and supporting data.

§ Development of communication plan on the Business transition.

30th September 09




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Signing page

DATED: 4 September 2009

EXECUTED by PACIFIC NATIONAL PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:

[Signed - Mark Rowsthorn]...............................................................Signature of director

MARK ROWSTHORN...............................................................Name of director (block letters)

))))))))))))

[Signed - Fiona Mead]...............................................................Signature of director/company secretary**delete whichever is not applicableFIONA MEAD...............................................................Name of director/company secretary* (block letters)*delete whichever is not applicable

EXECUTED by PACIFIC NATIONAL (TASMANIA) PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:



))))))))))))




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EXECUTED by PN TAS (OPERATIONS) PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:



))))))))))))


EXECUTED by PN TAS (SERVICES) PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:



))))))))))))


SIGNED by GRAEME LINDSAY STURGES being and as the Minister for Infrastructure FOR THE CROWN IN RIGHT OF TASMANIA in the presence of:

[Signed - Norm McIlfatrick]...............................................................Signature of witness

NORM McILFATRICK...............................................................Name of witness (block letters)

))))))))))))))

[Signed - Graeme Lindsay Sturges]...............................................................




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Annexure A - Support Agreement

Date:

BETWEEN

Pacific National (Tasmania) Pty Ltd (PNT)PN Tas (Operations) Pty Ltd (PN Tas)PN Tas (Services) Pty Ltd (PN Tas Services)Pacific National Pty Ltd (PN)(together, Pacific National)

The Crown in Right of Tasmania (Crown)

Background

Pacific National and the Crown have entered into the Business Sale Agreement.

Under the Business Sale Agreement, the Crown and Pacific National have agreed to cooperate to facilitate a smooth transfer of the Business from Pacific National to the Crown.

This Support Agreement sets out the terms on which Pacific National will provide transition support to the Crown for a period of six months from the date of Completion.

1 Rail Safety Management System

1.1 ServicesFor the period ending six months after the date of Completion (“Term”), Pacific National grants to the Crown a non-exclusive licence to use those parts of the Safety Management System necessary to run the Business in a safe and responsible manner (“Safety Management System Licence”) for the sole purpose of the Crown’s operation of the Business.

1.2 Consideration(a) Subject to clause 1.2(b), Pacific National will provide the Safety

Management System Licence at no cost to the Crown.

(b) The Crown must pay to Pacific National all reasonable costs incurred by Pacific National, plus a margin of 15%, (“Safety Management System Maintenance Charge”) in connection with any updates, reviews or maintenance of the Safety Management System, or any transfers of data or software required as a result of the Crown’s use of that system.



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(c) Unless the relevant action is required to be undertaken on an urgent basis (in which case Pacific National may take the required action immediately and without notice), Pacific National will notify and consult with the Crown prior undertaking any such update, review or maintenance of the Safety Management System, or transfers of data or software. However, notwithstanding the result of any such consultation, Pacific National may take the relevant action at any time from two days after giving notice to the Crown in accordance with this clause 1.2(c).

2 Training Programs and RTO Function

2.1 ServicesDuring the Term, Pacific National will:

(a) grant to the Crown, a limited non-exclusive licence to use the Training Programs; and

(b) provide to the Crown, the RTO Function,

solely in connection with the Crown’s operation of the Business (together, the “Training Services”).

2.2 Assumptions underlying the Training ServicesThe Crown acknowledges and agrees that:

(a) the monthly fee set out in 2.3(a) has been calculated on the assumption that, among other things, Pacific National’s National Training Manager will be required to take one (and only one) three day trip to Tasmania for the purposes of conducting mandatory auditing and skills development programs for the Crown;

(b) Pacific National’s agreement to provide the Training Services is based on the assumption that the Crown will have access to Pacific National’s intranet training site via which the Training Programs and associated systems are provided on a “live run” basis; and

(c) the Training Programs are provided to the Crown on an “as is where is” basis, and that any development of those programs after the date of this agreement will be focused on the requirements of Pacific National’s ongoing rail business (and not of the Business),

and that, if any of these assumptions becomes inaccurate, Pacific National may reasonably amend this Agreement with respect to the provision of the Training Services and the Training Services Charge.

2.3 ConsiderationIn consideration of the provision of the Training Services, the Crown will pay to Pacific National:

(a) a monthly fee of $1,000 (“Training Services Charge”);

(b) for the provision of certificates and associated documentation to the Crown upon the cessation of the provision of Training Services by



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Pacific National, an exit fee of $20 per person in respect of whom such certificates and documentation are provided (“Exit Charge”) and

(c) all reasonable costs (including, without limitation travel costs and time costs) incurred by Pacific National in connection with the provision of Trainers or Assessors to the Crown as part of the Training Services (other than the cost of the training trip specified in clause 2.2(a)) (“Training Costs”).

3 IT Services

3.1 Services During the Term, Pacific National will provide the Crown with access to and use of limited parts of Pacific National’s information technology systems to the extent required to enable the Crown to use the Safety Management System Licence and the Training Services (“IT Services”) for the sole purpose of the Crown’s operation of the Business. However, nothing in this clause 3.1 requires Pacific National to breach any contractual or other obligations it has to third parties with respect to its information technology systems.

3.2 Consideration(a) Subject to clause 3.2(b), Pacific National will provide the IT Services at

no cost to the Crown.

(b) The Crown must pay to Pacific National all of the following costs incurred by Pacific National (acting reasonably), plus a margin of 15%, (“IT Services Charge”) as a result of the Crown’s use of those services, being the costs of:

(i) line connections;

(ii) data usage;

(iii) hosting services; and

(iv) any updates, reviews or maintenance of software or hardware; or

(v) any transfers or purchases of new software or hardware,

provided that nothing in this clause 3.2(b) will oblige the Crown to pay any amounts it has already paid to Pacific National, pursuant to clause 1.2(b), in respect of the same event.

(c) With respect to the actions set out in clause 3.2(b)(iv) only, unless the relevant action is required to be undertaken on an urgent basis (in which case Pacific National may take the required action immediately and without notice), Pacific National will notify and consult with the Crown prior undertaking any such update, review, maintenance or repair of the underlying software/hardware. However, notwithstanding the result of any such consultation, Pacific National may take the relevant action at any time from two days after giving notice to the Crown in accordance with this clause 3.2(c).



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4 General

4.1 Level and nature of services to be provided(a) The Crown acknowledges and agrees that the services and licence

provided under this Support Agreement are transitional in nature and are provided solely for the purpose of accommodating the transfer of the Business to the Crown.

(b) Pacific National and the Crown acknowledge and agree that Pacific National will provide services pursuant to this Support Agreement in a proper and businesslike manner at a level which is substantially similar in nature, quality and timeliness to the corresponding services provided by Pacific National or its affiliates or third party service providers, if any, to the Business in the six months immediately prior to the date of Completion.

4.2 Limitation of liability(a) Subject to clause 4.2 (b), a party’s liability for any Claim related to this

Support Agreement will not exceed an amount equal to the amount of money received by Pacific National under this Support Agreement at the time the Claim arose.

(b) A party’s liability for any Losses arising directly from that party being in deliberate and knowing breach of this agreement is limited to an aggregate of $250,000 in respect of all such breaches.

4.3 Assignment and services for Nominee Buyers(a) Subject to clause 4.3(b), no party may assign or otherwise deal with its

rights under this Support Agreement or allow any interest in them to arise or be varied, in each case without the consent of the other party, which consent must not be unreasonably withheld or delayed, provided however that Pacific National may assign any rights and obligations to its affiliates or third party service providers, to the extent such third parties were used to provide the services to the Business prior to the date of Completion without consent.

(b) If the Crown appoints a Nominee Buyer (or Nominee Buyers) in accordance with clause 31 (“Nomination”) of the Business Sale Agreement, Pacific National will provide the relevant services under this Support Agreement to that Nominee Buyer (or those Nominee Buyers) and all of the Crown’s rights and obligations (and limitations on those rights and obligations) under this Support Agreement will, to that extent, be binding on both the Nominee Buyer (or Nominee Buyers) and the Crown, jointly and individually.

4.4 Access and co-operation by the CrownThe Crown must co-operate with Pacific National and provide access to all premises, personnel and records reasonably required by Pacific National in order to enable Pacific National to provide the services under this Support Agreement.



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5 Force majeureDespite any other provision of this agreement, if Pacific National is unable to perform or is delayed in performing an obligation under this agreement by reason of a Force Majeure Event:

(a) that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event; and

(b) Pacific National will not be responsible for any loss or expense suffered or incurred by the Crown as a result of, and to the extent that, Pacific National is unable to perform or is delayed in performing its obligations because of the Force Majeure Event.

6 ConfidentialityAll information accessed by the Crown as a result of the operation of this agreement will be considered to be Confidential Information and clause 24(“Confidentiality and privacy”) of the Business Sale Agreement applies mutatis mutandis in respect of this Support Agreement and that information.

7 GSTThe consideration specified in this agreement does not include any amount for GST. If a supply under this agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the amount of the Consideration multiplied by the applicable GST rate.

8 Invoicing and payment

8.1 Monthly billingThe Crown must pay to Pacific National:

(a) the Safety Management System Management Charge (if any);

(b) the Training Services Charge;

(c) the Training Costs; and

(d) the IT Services Charge (if any),

on a monthly basis, and:

(e) if applicable, the Exit Charge,

in respect of the month preceding that in which an invoice is issued in accordance with clause 9.

9 InvoicingBy no later than the tenth day of each month, Pacific National will issue a written invoice (“Monthly Invoice”) in a form reasonably requested by the Crown



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setting out full details of the amounts payable under this agreement in respect of the preceding month.

9.1 Payment due dateOn or before the later of ten days after receipt of the Monthly Invoice or the 25th day of the month, the Crown must pay Pacific National all amounts set out in the relevant Monthly Invoice which are not the subject of a dispute.

9.2 Payment dispute(a) If the Crown disputes any amount that Pacific National asserts is payable

by the Crown, then the Crown must within 10 Days of receiving the invoice or demand notify Pacific National of the amount in dispute and the reasons for the dispute.

(b) If the Crown is required to make payment on settlement or resolution of such a dispute, the Crown must promptly pay that amount plus interest from the date the payment was originally due on a daily basis at a rate equal to the to the prevailing 30 day bank bill swap rate on that day.

9.3 Interest on late paymentsInterest will accrue on any overdue amounts under this agreement not the subject of a dispute on a daily basis at a rate equal to the prevailing 30 day bank bill swap rate on that day.

9.4 Set offA party may not set off unpaid amounts owing or due to it by the other party under or in connection with this agreement against payments that it owes or has due to that other party under or in connection with this agreement.

9.5 Invoicing after terminationTo avoid doubt, Pacific National is entitled to invoice the Crown, and the Crown must make payments, in accordance with this clause 8 where:

(a) the relevant charge to which the invoice relates applies in respect of a period before this agreement is terminated or expires; but

(b) the invoice is not provided until after this agreement is terminated or expires, or was provided before this agreement is terminated or the Crown ceased to be a party to this agreement, but remains unpaid after that time.

10 Termination and expiry

10.1 ExpiryThis agreement expires at 5 pm on the last day of the Term.

10.2 TerminationEither party has the right to terminate this agreement by notice in writing to the other party parties if:



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(a) the other party becomes Insolvent; or

(b) the other party commits a breach of this agreement; and

(i) the breach is material and not capable of being cured; or

(ii) the breach is capable of being cured and the defaulting party fails to cure the breach within 5 Business Days of being notified in writing of the breach by the party giving the notice.

11 Counterparts This agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.

12 Legal effectThis agreement is governed by the law of Tasmania. Each party submits to the non-exclusive jurisdiction of the Courts of Tasmania.

13 Definitions Capitalised terms used but not otherwise defined in this Access Agreement have the meaning they are given in the Business Sale Agreement. Clauses 1.3 to 1.6 of the Business Sale Agreement apply to this Support Agreement as if they were repeated in it.

Business Sale Agreement means the agreement between the Crown and Pacific National dated [insert].

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to its property; or

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement); or

(d) an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or

(e) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or



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(f) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); or

(g) it is otherwise unable to pay its debts when they fall due; or

(h) something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

RTO means registered training organisation.

RTO Function means:

(a) recognition of training conducted within the Crown’s Tasmanian rail business;

(b) maintenance of the training data base (“HRMS”) for licences, competency attainment, and employee development in respect of the employees (including contract workers) of the Business;

(c) access to Pacific National’s National Training Manager and Training System Specialist for advice (in relation to the application of the Training Programs and associated systems only);

(d) recognition of “Trainers” and “Assessors” acting in accordance with the RTO’s policy and procedures; and

(e) access to the competency assessment forms and systems of the RTO.

Safety Management System means the Pacific National Integrated Safety Management System and includes safety standards, procedures, programs, policies and operational guidelines related to the following areas:

(a) management commitment and accountability;

(b) risk and incident management;

(c) emergency and security management;

(d) communication, consultation and change;

(e) specific health and safety matters;

(f) specific rail matters;

(g) environmental matters;

(h) maintenance of the Safety, Health and Environment Management System.

Term has the meaning given in clause 1.1.

Training Programs means the “Rail Operations certificates 1 to 4” programs, developed by Pacific National in accordance with its learning strategies, and for its scope of operation, from time to time.



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AGREED

____________________________For Pacific National (Tasmania) Pty LtdName:Position:

____________________________For PN Tas (Operations) Pty LtdName:Position:

____________________________PN Tas (Services) Pty LtdName:Position:

____________________________For Pacific National Pty LtdName:Position:

____________________________Signed for the Crown in Right of Tasmania by Graeme Lindsay Sturges being and as the Minister for Infrastructure in the presence of:

____________________________Name of witness:




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Annexure B – Confidentiality Undertaking

Deed Poll

#insert name of person giving undertaking#

#insert full name#

BSA Business Sale Agreement between the Seller and the Buyer dated #insert date#.

Date of deed poll

See Signing page

BY THIS DEED POLL the #insert name of person giving undertaking# described above, for the benefit of the Seller (being a party to the BSA described above):

(a) agrees that #he/she# has read and agrees to abide by the obligations of the Buyer (as described in the BSA) under the BSA relating to Confidential Information to the extent that #insert name of person giving undertaking# is aware of that Confidential Information;

(b) agrees to maintain the confidential nature of the Confidential Information;

(c) agrees to not, without the prior written consent of the Discloser, disclose any Confidential Information to any person other than to the Buyer and those of the Buyer’s Representatives [who have entered into an undertaking in this form], and to not use or reproduce any Confidential Information for any purpose other than the purposes of the transactions under the BSA;

(d) acknowledges and agrees that the return of the documents and other materials or the retention of documents and other materials as may be required by the Buyer under clause 21.5 under the BSA does not release #him/her# from #his/her# obligations under this deed poll;

(e) acknowledges and agrees that this deed poll is made for the benefit of and is enforceable by the Seller and further acknowledges and agrees that it is to be delivered by the Buyer to the Seller; and

(f) acknowledges and agrees that the obligation of the #insert name of person giving undertaking# to maintain the confidential nature of the Confidential Information does not apply to Excluded Information (as described in the BSA).

The “Interpretation” clause of the BSA applies to this deed poll as if it were fully set out in this deed poll.



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This deed poll does not place any greater obligations on the #insert name of person giving undertaking# than the BSA places on the Buyer and its Representatives relating to Confidential Information.

EXECUTED as a deed poll

#insert signing provisions#

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