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This is a Bill, not an Act. For current law, see the Acts databases.


CASINO (BURSWOOD ISLAND) AGREEMENT AMENDMENT BILL 2003

                        Western Australia


     Casino (Burswood Island) Agreement
             Amendment Bill 2003

                           CONTENTS

1.     Short title                           1
2.     Commencement                          2
3.     The Act amended                       2
4.     Section 3 amended                     2
5.     Section 4D inserted                   3
6.     Section 10 amended                    3
7.     Sections 11 to 17 inserted            3
8.     Schedule 9 inserted                   8




                                            page i
                             215--1
                           Western Australia


                      LEGISLATIVE ASSEMBLY



        Casino (Burswood Island) Agreement
                Amendment Bill 2003


                               A Bill for


An Act to amend the Casino (Burswood Island) Agreement Act 1985.



The Parliament of Western Australia enacts as follows:


1.      Short title
        This Act may be cited as the Casino (Burswood Island)
        Agreement Amendment Act 2003.




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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 2




     2.         Commencement
                This Act comes into operation on the day on which it receives
                the Royal Assent.

     3.         The Act amended
5               The amendments in this Act are to the Casino (Burswood
                Island) Agreement Act 1985*.
                [* Reprinted as at 5 April 2002.]

     4.         Section 3 amended
          (1)   Section 3 is amended in the definition of "the Agreement" as
10              follows:
                  (a) by deleting "and" at the end of paragraph (b)(ii);
                  (b) by inserting at the end of paragraph (b)(iii) --
                       " and ";
                  (c) by inserting after paragraph (b)(iii) the following
15                     subparagraph --
                            "
                                (iv)   the Eighth Supplementary Agreement;
                                                                                 ".
          (2)   Section 3 is amended by inserting after the definition of "the
20              Agreement" the following definition --
                "
                      "the Eighth Supplementary Agreement" means the
                          Eighth Supplementary Agreement, a copy of
                          which is set out in Schedule 9;
25                                                                               ".




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                        Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                                  s. 5



     5.         Section 4D inserted
                After section 4C the following section is inserted --
     "
          4D.           Eighth Supplementary Agreement ratified and
5                       implementation authorised
                (1)     The Eighth Supplementary Agreement is ratified and
                        its implementation is authorised.
                (2)     Without limiting or otherwise affecting the application
                        of the Government Agreements Act 1979, the Eighth
10                      Supplementary Agreement is to operate and take effect
                        despite any other Act or law and, to the extent that it
                        amends the entrenched provisions (within the meaning
                        of section 10), despite section 10.
                                                                                   ".

15   6.         Section 10 amended
                Section 10(2)(b) is amended by deleting "Seventh" and
                inserting instead --
                "     Eighth   ".

     7.         Sections 11 to 17 inserted
20              After section 10 the following sections are inserted --
     "
          11.           Interpretation in sections 12 to 17
                (1)     In sections 12 to 17 --
                        "approved company" means a company approved
25                          under clause 17A of the Agreement;
                        "Commission" has the same meaning as in the Casino
                            Control Act 1984;
                        "probity approval notice" means a notice issued by
                            the Commission under section 14.


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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 7



                  (2)   For the purposes of sections 12 to 17 a person has a
                        relevant interest in a share if, under sections 608
                        and 609 of the Corporations Act 2001 of the
                        Commonwealth, the person has a relevant interest in
5                       the share.

            12.         Certain shareholdings to be notified to the
                        Commission
                  (1)   If a person becomes the holder of a relevant interest in
                        more than 10% of the voting shares of an approved
10                      company, the approved company must notify the
                        Commission in writing.
                  (2)   The notice must be given to the Commission within
                        30 days after the day on which the company becomes
                        aware that the person has become the holder of a
15                      relevant interest in more than 10% of the shares.
                        Penalty: $10 000.

            13.         Certain shareholders to be approved by the
                        Commission
                  (1)   A person must not have a relevant interest in more than
20                      10% of the voting shares of an approved company unless
                        the person holds a probity approval notice issued --
                          (a) within 90 days before; or
                          (b) within 90 days after,
                        the day on which the person becomes the holder of a
25                      relevant interest in more than 10% of the shares.
                  (2)   The Commission may extend the period in
                        subsection (1)(b) before it expires.
                  (3)   If the Commission extends the period in
                        subsection (1)(b) it must promptly notify the approved
30                      company of the fact.
                  (4)   A contravention of subsection (1) is not an offence.

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                 Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                              s. 7



     14.         Probity approval notices, application for etc.
           (1)   A person who is or intends to become the holder of a
                 relevant interest in more than 10% of the voting shares
                 of an approved company may apply for a probity
5                approval notice.
           (2)   The application must be made to the Commission in a
                 form approved by the Commission.
           (3)   The applicant must provide the Commission with any
                 information that the Commission reasonably requires
10               when dealing with the application.
           (4)   The Commission may make any investigations it
                 considers necessary or desirable for the purposes of
                 dealing with the application.
           (5)   Without limiting the matters that the Commission may
15               investigate under subsection (4) the Commission may
                 investigate any matter it considers necessary or
                 desirable to inform itself of the reputation and financial
                 status of the applicant.
           (6)   The Commission may require an applicant to pay the
20               reasonable costs of the Commission's investigations in
                 connection with dealing with the application.
           (7)   The Commission may issue the applicant with a
                 probity approval notice if it is satisfied that the
                 applicant is a suitable person to hold a relevant interest
25               in more than 10% of the voting shares of an approved
                 company.
           (8)   The Commission may refuse to issue a probity
                 approval notice if the applicant has not provided
                 information required under subsection (3) or has not
30               paid the costs required under subsection (6).




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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 7



                  (9)   If the Commission issues a probity approval notice it
                        must promptly give the approved company a copy of
                        the notice.

            15.         Probity approval notice, cancellation of
5                 (1)   If --
                          (a)   after a probity approval notice is issued to a
                                person; and
                         (b)    before the person becomes the holder of a
                                relevant interest in more than 10% of the voting
10                              shares of an approved company,
                        the Commission is not satisfied the person is a suitable
                        person to hold a relevant interest in more than 10% of
                        the voting shares of an approved company, the
                        Commission may cancel the probity approval notice.
15                (2)   If the Commission cancels a probity approval notice it
                        must immediately serve the person with a written
                        notice of the cancellation.
                  (3)   The cancellation of a probity approval notice has effect
                        when a notice is served under subsection (2).
20                (4)   If the Commission cancels a probity approval notice it
                        must promptly notify the approved company of the
                        fact.

            16.         Intention to order disposal of shares, notice of
                  (1)   If the Minister is of the opinion that the power under
25                      section 17(1) should be exercised in respect of a
                        person, the Minister must serve the person with a
                        written notice --
                          (a) stating that the Minister proposes to exercise
                                the power;
30                        (b) specifying the reasons for the Minister's
                                opinion; and

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                 Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                           s. 7



                   (c)   advising the person of the person's entitlement
                         under subsection (2) and the requirement under
                         subsection (3).
           (2)   A person served with a notice under subsection (1) may
5                serve the Minister with written reasons as to why the
                 power conferred on the Minister under section 17(1)
                 should not be exercised.
           (3)   The reasons must be served on the Minister within
                 14 days after the day on which the person is served
10               with the notice under subsection (1).
           (4)   The Minister must consider any reasons served under
                 subsections (2) and (3).

     17.         Certain shareholders may be ordered to dispose of
                 shares
15         (1)   If the Minister, on the advice of the Commission, is
                 satisfied --
                   (a) that a person has contravened section 13(1); or
                   (b) that the holder of a probity approval notice is
                          no longer a suitable person to hold a relevant
20                        interest in more than 10% of the voting shares
                          of an approved company,
                 and the Minister has complied with section 16, the
                 Minister may serve the person with a written notice
                 requiring the person --
25                 (c) to dispose of as many of the shares as are
                         necessary to reduce the number of shares in
                         which the person has a relevant interest to not
                         more than 10% of those voting shares; and
                   (d) to do so within the period specified in the
30                       notice.
           (2)   A notice issued to a person under subsection (1) must
                 be served on the person within 28 days after the day on

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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                      which the person was served with a notice under
                      section 16.
               (3)    A person served with a notice under subsection (1)
                      must comply with the notice.
5                     Penalty: $30 000.
                      Penalty for each separate and further offence
                             committed by the person under section 71 of the
                             Interpretation Act 1984: $30 000.
               (4)    If the Minister issues a notice under subsection (1) the
10                    Minister must promptly give the approved company a
                      copy of the notice.
               (5)    If the Minister issues a notice under subsection (1) a
                      report of the matter must be included in the annual
                      report submitted by the accountable authority of the
15                    Commission under section 66 of the Financial
                      Administration and Audit Act 1985.
                                                                                      ".

     8.        Schedule 9 inserted
               After Schedule 8 the following Schedule is inserted --
20   "
                                        Schedule 9
                                                                                 [s. 3]

                      Casino (Burswood Island) Agreement
                 EIGHTH SUPPLEMENTARY AGREEMENT
25          THIS AGREEMENT made the 18 day of June 2003
            BETWEEN:
            THE HONOURABLE NICHOLAS DAVID GRIFFITHS MLC,
            the Minister of the Crown for the time being charged with the
            administration of the Control Act acting for and on behalf of the State


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               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                              s. 8



     of Western Australia and its instrumentalities from time to time ("the
     State")
     AND
     BURSWOOD NOMINEES LTD (ACN 078 250 307) C/- Burswood
5    International Resort Casino, Great Eastern Highway, Burswood in the
     State of Western Australia as trustee of the Burswood Property Trust
     ("the Trustee")
     AND
     BURSWOOD RESORT (MANAGEMENT) LIMITED
10   (ACN 009 396 945) C/- Burswood International Resort Casino, Great
     Eastern Highway, Burswood in the State of Western Australia as
     manager of the Burswood Property Trust ("the Manager") of the
     third part.
     RECITALS:
15   A. The State, the Trustee (by virtue of the West Australian Trustees
        Limited (Merger) Act 1989) and the Manager (by virtue of a deed
        of retirement and appointment of manager made on
        13 August 1990 and a deed of assumption and covenant made on
        13 November 1991) are parties to an agreement dated
20      20 February 1985 ratified by and scheduled to the Casino
        (Burswood Island) Agreement Act 1985 as amended by:
         (a) the Supplementary Agreement made on 14 September 1987;
         (b) the Second Supplementary Agreement made on 3 May 1990;
         (c) the Third Supplementary Agreement made on
25           13 November 1991;
         (d) the Fourth Supplementary Agreement made on
             30 March 1992;
         (e) the Fifth Supplementary Agreement made on 3 April 1995;
         (f) the Sixth Supplementary Agreement made on 22 June 1996;
30           and
         (g) the Seventh Supplementary Agreement made on
             9 June 1997,


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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                 which agreement as so amended is referred to in this agreement
                 as "the State Agreement".
            B.   The parties have agreed to further amend the State Agreement for
                 the purpose of more efficiently or satisfactorily implementing or
5                facilitating certain of its objectives.
            THE PARTIES AGREE AS FOLLOWS:
            Definitions and interpretation
            1.   Words and expressions defined in the State Agreement when
                 used in this Agreement have, unless the context otherwise
10               requires, the same meanings as in the State Agreement and the
                 provisions of clause 2 of the State Agreement as to interpretation
                 apply to this Agreement.
            Variation and operation
            2.   (a)   The State shall introduce and sponsor a Bill in the
15                     Parliament of Western Australia to ratify this Agreement
                       and endeavour to secure its passage as an Act.
                 (b)   The provisions of this Agreement other than this clause
                       and clause 1 shall not come into operation until the Bill
                       referred to in sub-clause (a) has been passed by the
20                     Parliament of Western Australia and comes into operation
                       as an Act.
                 (c)   On the said Bill commencing to operate as an Act, this
                       Agreement shall operate and take effect according to its
                       terms notwithstanding the provisions of any Act or law of
25                     Western Australia.
            Clause 2 amended
            3.   Clause 2 of the State Agreement is amended:
                 (a)   by deleting the definition of "Casino Gross Revenue";
                 (b)   by inserting after the definition of "Casino Gaming
30                     Licence" the following definitions-
                       ""Casino Tax" means each of the Electronic Gaming
                       Machine Tax, the Table Game Tax or the International


     page 10
           Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                            s. 8



            Commission Business Tax, as the case may be, and
            "Casino Taxes" means two or all of them;
            "Casino Tax Activity" means gaming by way of Electronic
            Gaming Machine, Table Game or International
5           Commission Business;
            "Casino Tax Rate" means the relevant per centum rate
            used for determining a Casino Tax as specified in
            Schedule C or as determined under clause 23(6) from time
            to time;
10          "Casino Taxable Revenue" where used in relation to a
            particular Casino Tax Activity means all sums, including
            cheques and other negotiable instruments whether
            collected or not, received in any month from the conduct of
            the Casino Tax Activity, less the total of all sums paid out
15          as winnings during that month in respect of the Casino Tax
            Activity. For the purposes of this definition:
            (a)     any sum received for the issue of a chip for the
                    relevant Casino Tax Activity is a sum received
                    from the conduct of the Casino Tax Activity and
20                  any sum paid out to redeem a chip is a sum paid
                    out as winnings;
            (b)     in a case in which the Commission consents to the
                    extension of credit, the sum value of chips issued in
                    any month on credit, whether by credit card
25                  transaction or otherwise howsoever, shall be deemed
                    to be sums actually received in that month from the
                    conduct of the relevant Casino Tax Activity; and
            (c)     the Casino Taxable Revenue for the relevant
                    Casino Tax Activity may be a negative amount;";
30   (c)    by inserting after the definition of "Drawings" the
            following definitions-
            ""Electronic Gaming Machine" means an Authorized
            Game played by means of any electrical, electronic or
            mechanical contrivance or machine that is not a Table
35          Game;


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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                     "Electronic Gaming Machine Tax" means the amount,
                     which may be a negative amount, determined as follows:
                     EGMT = (P x EGMR)
                     Where:
5                    EGMT = Electronic Gaming Machine Tax for the relevant
                     month
                     P = the per centum specified for Electronic Gaming
                     Machine Tax in Item 1 of Schedule C for the relevant
                     period
10                   EGMR = the Casino Taxable Revenue for Electronic
                     Gaming Machines for the relevant month
                     relevant month = the month for which the Electronic
                     Gaming Machine Tax is due and payable under
                     clause 23(1)(a);";
15             (d)   by inserting after the definition of "Genting WA" the
                     following definitions-
                     ""International Commission Business" includes any of
                     the following activity:
                     (a)      Junket Activity;
20                   (b)      Premium Player Activity; and
                     (c)      Privileged Player Activity;
                     "International Commission Business Tax" means the
                     amount, which may be a negative amount, determined as
                     follows:
25                   ICBT = P x ICBR
                     Where:
                     ICBT = International Commission Business Tax for the
                     relevant month




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           Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                           s. 8



            P = the per centum specified for International Commission
            Business Tax in Item 1 of Schedule C for the relevant
            period
            ICBR = the Casino Taxable Revenue for International
5           Commission Business for the relevant month
            relevant month = the month for which the International
            Commission Business Tax is due and payable under
            clause 23(1)(a);
            "Junket Activity" means gaming activity limited to Table
10          Games arising from a Junket, and "Junket" has the same
            meaning as that term is defined under section 25A of the
            Control Act;";
     (e)    by deleting the definition of "Mandatory Articles" and
            inserting the following definition-
15          ""Mandatory Articles" means:
            (a)     the provisions to be included in the constitution of
                    an Approved Company in accordance with the
                    requirements of clauses 17A(2)(b) and 17A(2)(c);
                    or
20          (b)     any other provisions of an Approved Company's
                    constitution as agreed by the Minister, the
                    Manager and the Trustee from time to time under
                    an agreement which has been ratified by an Act;";
     (f)    by inserting after the definition of "Person" the following
25          definitions-
            ""Premium Player Activity" means gaming activity
            limited to Table Games arising from a patron who is a non
            resident of Australia with whom the casino licensee has an
            arrangement to pay the patron a commission based on the
30          patron's turnover of play in the casino or otherwise
            calculated by reference to such play. For the purpose of
            this definition "non resident of Australia" means the
            holder of a foreign passport whose principal place of
            residence is outside Australia;



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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                     "Privileged Player Activity" means gaming activity limited
                     to Table Games arising from a patron who is a non
                     resident of Australia with whom the casino licensee has an
                     arrangement for the provision of transport,
5                    accommodation, food, drink or entertainment, based on the
                     patron's turnover of play in the casino or otherwise
                     calculated by reference to such play. For the purpose of
                     this definition "non resident of Australia" means the
                     holder of a foreign passport whose principal place of
10                   residence is outside Australia;";
               (g)   by inserting after the definition of ""State" or "Western
                     Australia"" the following definitions-
                     ""Table Game" means:
                     (a)      a game identified in Schedule D;
15                   (b)      the Authorised Game Keno; and
                     (c)      any new game which is authorised under
                              section 22 of the Control Act and which the
                              Commission by notice to the Trustee specifies to be
                              a Table Game;
20                   "Table Game Tax" means the amount, which may be a
                     negative amount, determined as follows-
                     TGT = P x (TGR - ICBR)
                     Where:
                     TGT = Table Game Tax for the relevant month
25                   P = the per centum specified for Table Game Tax in Item 1
                     of Schedule C for the relevant period
                     TGR = the Casino Taxable Revenue for Table Games for
                     the relevant month
                     ICBR = the Casino Taxable Revenue for International
30                   Commission Business for the relevant month
                     relevant month = the month for which the Table Game
                     Tax is due and payable under clause 23(1)(a);"; and


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                Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                               s. 8



          (h)    under the heading "Interpretation"-
                 (i)     by deleting the full-stop from paragraph (vi) and
                         substituting "; and"; and
                 (ii)    by inserting a new paragraph (vii)-
5                        "a month is to a calendar month."
     Clause 17 amended
     4.   Clause 17(1) of the State Agreement is amended by deleting
          "Memorandum and Articles of Association" from clause 17(1)(e),
          clause 17(1)(ea) and their headings and in each case, substituting
10        "constitution".
     5.   Clause 17(1) of the State Agreement is amended:
          (a)    by inserting after clause 17(1)(eb) the following new
                 clauses-
                 "(ec)    if a Person becomes the holder of a relevant
15                        interest in more than 10% of the voting shares of
                          an Approved Company, the Approved Company
                          must notify the Commission in writing within
                          30 days after the day on which the Approved
                          Company becomes aware that the Person has
20                        become the holder of a relevant interest in more
                          than 10% of the voting shares;
                 (ed)     if an Approved Company becomes aware that a
                          contravention of the Mandatory Articles contained
                          in its constitution has occurred, then unless agreed
25                        by the Commission the Approved Company must
                          promptly take action, to the fullest extent permitted
                          by its constitution, to rectify the contravention;";
          (b)    by inserting after clause 17(2) the following new clause-
                 "(3)     For the purposes of sub-clause (1)(ea) the Minister
30                        approves the proposed amendments to the
                          constitution of Burswood Limited, an Approved
                          Company, in the form set out in Schedule E,
                          provided that such amendments take effect not
                          earlier than 30 September 2003."; and

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     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                 (c)   by inserting after clause 17(3) the following new clause-
                       "(4)    For the purposes of sub-clause (1)(ga) in its
                               application to Burswood Limited as an Approved
                               Company, the Minister, the Manager and the
5                              Trustee agree that with effect from the date of
                               amendment of the constitution of Burswood
                               Limited in accordance with Schedule E , the
                               provisions of Article 3 as set out in Schedule E
                               shall be the Mandatory Articles in respect of
10                             Burswood Limited."
            Clause 17A amended
            6.   Clause 17A of the State Agreement is amended by deleting
                 "articles of association" from each of clauses 17A(2)(b) and
                 17A(2)(c) and in each case, substituting "constitution".
15          7.   Clause 17A(2)(b) of the State Agreement is amended by inserting
                 the words "at the time of approval" after the word "must".
            Clause 23 amended
            8.   Clause 23 of the State Agreement is amended by:
                 (a)   deleting subclause (1)(a) and substituting the following
20                     clause-
                       "(a)    to the Treasurer of the State in respect of each and
                               every month the aggregate of all of the Casino
                               Taxes, which shall:
                               (i)    accrue daily at the rates from time to time
25                                    applicable pursuant to Item 1 of Schedule C,
                                      or a notice issued under clause 23(6); and
                               (ii)   be payable in the manner and at the time
                                      specified in Item 2 of Schedule C;";
                 (b)   deleting the words "the aggregate of Casino Gross
30                     Revenue" from subclause (1)(c) and substituting the words
                       "the aggregate Casino Taxable Revenues for all Casino
                       Tax Activities"; and



     page 16
           Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                          s. 8



     (c)    deleting subclauses (6), (7) and (8) and substituting the
            following clauses-
            "(6)    The Minister may, with prospective effect from an
                    Anniversary Date:
5                   (a)    at any time after 24 December 2009, review
                           the Casino Tax Rates for International
                           Commission Business Tax and Table Game
                           Tax or either of them; and
                    (b)    at any time after 24 December 2004, review
10                         the Casino Tax Rate for the Electronic
                           Gaming Machine Tax,
                    by not less than 4 weeks' notice to the Trustee
                    specifying an alternative Casino Tax Rate or
                    alternative Casino Tax Rates, as the case may be,
15                  and the Anniversary Date on and from which such
                    alternative rate of the Casino Tax Rate is, or
                    Casino Tax Rates are, payable.
            (6A)    If the Minister issues a notice under clause 23(6)
                    ("Review Notice"), then subject to clause 23(7)(c)
20                  and clause 23(8), as the case may be, the Casino
                    Tax Rate for the relevant Casino Tax specified in
                    the Review Notice will be the rate specified in the
                    Review Notice and will apply on and from the
                    Anniversary Date specified in the Review Notice.
25          (6B)    Nothing in clauses 23(6) or (6A) prevents the
                    Minister from issuing a Review Notice in respect of
                    more than one Casino Tax and those clauses apply
                    mutatis mutandis if a Review Notice specifies more
                    than one Casino Tax.
30          (7)     If a Review Notice has the effect of increasing a
                    Casino Tax Rate, it -
                    (a)    shall not be given more than once in respect
                           of any one Anniversary Date;




                                                                    page 17
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                               (b)    shall not on any one occasion increase the
                                      relevant Casino Tax Rate by more than one
                                      per centum (1%) per annum; and
                               (c)    shall not be given without the consent of the
5                                     Trustee if the effect of the Review Notice would
                                      be to cause the relevant Casino Tax Rate to
                                      exceed twenty per centum (20%) per annum.
                       (8)     If a dispute shall arise between the Minister and
                               the Trustee as to whether the effect of a Review
10                             Notice under clause 6A would or is likely to have
                               an adverse impact on the viability of the Burswood
                               Casino such dispute shall be referred to
                               arbitration in accordance with clause 33 provided
                               that pending the determination upon such
15                             reference Casino Tax at such higher rate shall be
                               payable by the Trustee provided further that if the
                               dispute is decided in favour of the Trustee the State
                               shall as soon as practicable cause to be repaid to
                               the Trustee any such additional tax."
20          Clause 36 amended
            9.   Clause 36(b) of the State Agreement is amended by:
                 (a)   deleting the notice details for the Trustee and substituting
                       the following-
                       "Burswood Nominees Ltd
25                     C/- Burswood International Resort Casino
                       Great Eastern Highway
                       Burswood WA 6100
                       Facsimile: 08 9470 1789
                       Attention: Managing Director";
30               (b)   deleting the notice details for the Manager and substituting
                       the following-
                       "Burswood Resort (Management) Limited
                       C/- Burswood International Resort Casino
                       Great Eastern Highway
35                     Burswood WA 6100
                       Facsimile: 08 9470 1789
                       Attention: Managing Director";

     page 18
               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                                s. 8



         (c)    deleting the notice details for the Minister and substituting
                the following-
                "10th Floor
                London House
5               216 St Georges Terrace
                Perth WA 6000
                Facsimile: 08 9222 8951"; and
         (d)    deleting the notice details for the Commission and
                substituting the following-
10              "Gaming Commission of Western Australia
                Level 1
                Hyatt Centre
                87 Adelaide Terrace
                East Perth WA 6004
15              Facsimile: 08 9325 1636
                Attention: Chairman".
     Schedules C, D and E inserted
     10. The State Agreement is amended by inserting after Schedule B
         new Schedules C, D and E in the form attached to this
20       Agreement.

                                SCHEDULE C
     ITEM 1 - CASINO TAX
     Electronic Gaming Machine Tax

     Period                              Electronic Gaming Machine Tax
     On and from 24 December 2002        17% of Casino Taxable Revenue for
     to 23 December 2003                 Electronic Gaming Machines
     On and from 24 December 2003        18% of Casino Taxable Revenue for
     to 23 December 2004                 Electronic Gaming Machines
     On and from 24 December 2004        20% of Casino Taxable Revenue for
                                         Electronic Gaming Machines




                                                                        page 19
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



            Table Game Tax

            Period                             Table Game Tax
            On and from 24 December 2002       16% of Casino Taxable Revenue for
            to 23 December 2004                Table Games
            On and from 24 December 2004       17% of Casino Taxable Revenue for
            to 23 December 2006                Table Games
            On and from 24 December 2006       18% of Casino Taxable Revenue for
                                               Table Games

            International Commission Business Tax

            Period                             International Commission
                                               Business Tax
            On and from 24 December 2002       13% of Casino Taxable Revenue for
            to 23 December 2004                International Commission Business
            On and from 24 December 2004       12% of Casino Taxable Revenue for
            to 23 December 2006                International Commission Business
            On and from 24 December 2006       11% of Casino Taxable Revenue for
                                               International Commission Business

            ITEM 2
            1   All Casino Taxes are to be paid to the Treasurer of the State each
5               month, within 8 days after the end of the month.
            2   To give effect to the parties' agreement that the Casino Tax Rates
                specified in this Schedule C take effect from 24 December 2002:
                (a)   the Commission will determine the amount equal to all of
                      the Casino Taxes which would have been payable for the
10                    period commencing 24 December 2002 and concluding on
                      the last day of the month within which this Agreement
                      takes effect, if this Agreement had taken effect on
                      24 December 2002;
                (b)   if the amount calculated under paragraph 2(a) of this
15                    Item 2 is more than the actual amount paid by the Trustee
                      under clause 23(1)(a) of the State Agreement for the period
                      referred to in paragraph 2(a), then the Trustee must pay the
                      difference between the two amounts to the Treasurer at the

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               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                           s. 8



                same time and in the same manner as the next monthly
                payment is due under clause 23(1)(a); and
         (c)    if the amount calculated under paragraph 2(a) of this
                Item 2 is less than the actual amount paid by the Trustee
5               under clause 23(1)(a) of the State Agreement for the period
                referred to in paragraph 2(a), then the difference between
                the two amounts shall be set off against monthly payments
                due under clause 23(1)(a) until it has been set off in full.

                                SCHEDULE D
10                             TABLE GAMES
     Baccarat
     Big and Small
     Blackjack
     Caribbean Stud Poker
15   Craps
     Fan Tan
     French Boule
     Mini Baccarat
     Mini Dice
20   Money Wheel
     Multiple Action Blackjack
     Pai Gow Poker
     Burswood Manila
     Competition Burswood Manila
25   Five Card Stud
     Competition Five Card Stud
     Six Card Stud
     Competition Six Card Stud
     Seven Card Stud
30   Competition Seven Card Stud
     Draw Poker
     Competition Draw Poker
     Draw Poker Ante
     Competition Draw Poker Ante
35   Manila
     Competition Manila
     American Roulette
     Tournament American Roulette

                                                                       page 21
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



            Super Pan 9
            Tournament Baccarat
            Tournament Baccarat (Burswood)
            Tournament Blackjack
5           Tournament Two Up
            Two Up Coins
            Two Up Dice
            Progressive Blackjack
            Pai Gow Dominoes
10          Pontoon

                                       SCHEDULE E
               PROPOSED AMENDMENTS TO THE CONSTITUTION OF
                           BURSWOOD LIMITED
            The constitution of Burswood Limited is amended by deleting
15          Article 3 and substituting the following Article 3:
            "3    REQUIREMENTS OF THE STATE AGREEMENT
            Interpretation
            3.1   In this Article 3:
                  (a) State Agreement means the agreement referred to in the
20                    Casino (Burswood Island) Agreement Act 1985;
                  (aa) probity approval notice in relation to a person means a
                       notice served on the Company in respect of that person
                       under section 14(9) of the Casino (Burswood Island)
                       Agreement Act 1985;
25                (ab) approval cancellation notice in relation to a person means
                       a notice served on the Company in respect of that person
                       under section 15(4) of the Casino (Burswood Island)
                       Agreement Act 1985;
                  (ac) probity review period in relation to a person means a
30                     period of 90 days, or such longer period as the
                       Commission may allow under section 13(2) of the Casino
                       (Burswood Island) Agreement Act, after the person
                       becomes the holder of a relevant interest in Shares that



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              Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                            s. 8



               represent more than 10% of the voting Shares in the
               Company;
           (ad) section 17 notice in relation to a person means a notice
                served on the Company in respect of that person under
5               section 17(4) of the Casino (Burswood Island) Agreement
                Act;
           (b) Commission, Commission's Nominated Representative
               and Minister have the same meaning as in the State
               Agreement;
10         (c) Australian citizen, foreign person and relevant interest
               have the same meaning as in Schedule B to the State
               Agreement; and
           (d) a reference to the requirements of the State Agreement
               includes the provisions and restrictions that must be
15             included in this Constitution under clause 17 of the State
               Agreement.
     Background
     3.2   The State Agreement requires this Constitution to comply with
           certain requirements. These requirements include restrictions
20         on the acquisition and ownership and voting of Shares.
           Accordingly, it is necessary to regulate these matters in the
           manner set out in this Article 3. Except as set out in
           Articles 3.6 to 3.9A inclusive, Shares in the Company may be
           acquired, owned, and the voting rights in respect of those
25         Shares may be exercised, in any manner permitted by the other
           provisions of this Constitution, the Corporations Act and the
           Listing Rules.
     3.3   The Company's compliance with the Listing Rules and the
           granting of CHESS approval for its securities may limit the
30         Company's ability to restrict registration of transfer of
           Company Securities prior to the Company being satisfied that
           there would be no breach of the requirements of the State
           Agreement. Accordingly, this Article 3 contains provisions
           consistent with the requirements of the State Agreement which
35         entitle the Directors in certain circumstances to deprive a person
           of rights and powers in relation to Company Securities


                                                                       page 23
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                  registered in a person's name and to order the divestiture of
                  Company Securities.
            3.4   The Company, its members and holders of Company Securities
                  acknowledge and recognise that the exercise of the powers
5                 given to the Company and its Directors under this Article 3 may
                  cause individual members and holders of Company Securities
                  considerable financial disadvantage, but the members, holders
                  of Company Securities and Company acknowledge that such a
                  result is necessary to enable the Company to comply with the
10                requirements of the State Agreement.
            3.5   The powers conferred under this Article 3 are to be interpreted
                  widely. In exercising the powers under this Article 3, the Directors
                  are entitled to have sole regard to the interests of the Company and
                  may disregard any loss or disadvantage that may be suffered by
15                individual members or holders of Company Securities affected by
                  the exercise of those powers. Members and holders of Company
                  Securities acknowledge that they have no right of action against
                  the Directors or the Company for any loss or disadvantage incurred
                  by them as a result, whether directly or indirectly, of the Directors
20                exercising the powers pursuant to this Article 3.
            Restrictions on ownership of Shares
            3.6   A person is not eligible to be issued, acquire or own (including
                  own jointly) Shares if, as a result of that issue, acquisition or
                  ownership, foreign persons would have a relevant interest in
25                Shares that represent in total more than 40% of the voting
                  Shares in the Company. This does not apply to the extent that
                  the Minister by notice to the Company has exempted any
                  existing or future holding of Shares by a specified person from
                  this restriction for a period specified in the notice.
30          3.7   A person is not eligible to be issued Shares if as a result of that
                  issue an individual person would have a relevant interest in
                  Shares that represent more than 10% of the voting Shares in the
                  Company, unless in relation to that person the Company:
                  (a) has received a probity approval notice;
35                (b) has not received an approval cancellation notice; and
                  (c) has not received a section 17 notice.


     page 24
               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                                s. 8



     3.7A A person is not eligible to own (including own jointly) Shares if
          as a result of that ownership an individual person (a "substantial
          holder") would have a relevant interest in Shares that represent
          more than 10% of the voting Shares in the Company:
5          (a) after the expiry of the probity review period in relation to
               that person, unless the Company has received a probity
               approval notice in relation to that person; or
           (b) at any time after the Company has received an approval
               cancellation notice or a section 17 notice in relation to that
10             person.
     Voting
     3.8   On any vote in respect of the appointment, replacement or
           removal of a Director, the votes attaching to any substantial
           foreign shareholdings will not be counted in respect of the
15         appointment, replacement or removal of more than one-third of
           the Directors who hold office at any particular time, so that at
           any particular time not less than two-thirds of the Directors
           have been appointed by a resolution of Shareholders in respect
           of which no votes attaching to any substantial foreign
20         shareholding was counted.
     3.9   For the purposes of Article 3.8, a "substantial foreign
           shareholding" is a shareholding of 10% or more of the voting
           Shares in the Company in which a particular foreign person has
           a relevant interest.
25   3.9A On any vote at a meeting of members or a class of members,
          where any individual person holds a relevant interest in Shares
          that represent more than 10% of the voting Shares in the
          Company and in relation to that person the Company:
           (a) has not received a probity approval notice; or
30         (b) has received a section 17 notice,
           the votes cast in respect of those Shares will be disregarded to
           the extent that they exceed the total number of votes that could
           have been cast on that resolution in respect of 10% of the voting
           Shares in the Company.



                                                                        page 25
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



            Enforcement powers of Directors
            3.10 The Directors have the following powers to enable them to enforce
                 the restrictions referred to in Articles 3.6, 3.7, 3.7A, 3.8 and 3.9A:
                  (a) the power to do anything necessary to effect the transfer or
5                     disposal of Company Securities held by a person in
                      accordance with Articles 3.21 - 3.25;
                  (b) the power to remove or limit the right of a person to
                      exercise voting rights attached to voting Shares in
                      accordance with Articles 3.27 - 3.29;
10                (c) the power to end the appointment of a person to the office
                      of Director in accordance with Article 3.26;
                  (d) the power to suspend the rights to dividends attaching to a
                      Share; and
                  (e) the power to require or cause divesture of Company
15                    Securities held by a person in accordance with
                      Articles 3.21 - 3.25.
            Change of name
            3.11 The Company must not take any action to bring about a change
                 of the company name under which the Company is registered
20               for the purposes of the Corporations Act to a name that does not
                 include the word "Burswood", unless the prior approval of the
                 Minister has been obtained.
            Head office
            3.12 The head office of the Company must always be located in
25               Western Australia. For this purpose, "head office" means the
                 place of business of the Company where central management
                 and control are exercised.
            Board of Directors
            3.13 Any one Shareholder must not nominate more than one of the
30               Directors unless:
                  (a) that Shareholder holds more than 10% of the voting shares
                      in the Company; and


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               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                             s. 8



           (b) the Company has received a probity approval notice, and
               has not received a section 17 notice, in relation to that
               Shareholder.
     3.14 At all times at least two-thirds of the Directors must be
5         Australian citizens.
     3.15 At all meetings of the Board of Directors, the Director presiding
          at or chairing the meeting (however described) must be an
          Australian citizen.
     Place of incorporation
10   3.16 The Company must not at any time take any action to become
          incorporated outside Australia.
     Auditor
     3.17 The Company must appoint the Auditor or Auditors of the
          Company in accordance with the provisions of the Corporations
15        Act, but no person may be so appointed as Auditor unless that
          person's appointment has first been approved by the Minister.
     Making information available
     3.18 The Company and the Directors must make available for
          inspection by the Minister, the Commission or the
20        Commission's Nominated Representative all information held
          in respect of the ownership, holdings of Shares and other
          Company Securities, Directors or corporate structure of the
          Company, and all minutes of meetings of Shareholders and
          Directors and other records relating thereto.
25   Right to attend and speak
     3.19 The Commission or the Commission's Nominated
          Representative is entitled to attend and speak at any meeting of
          the Company or its Directors as though it or he or she were a
          Shareholder or a Director. Nothing contained in this Article
30        confers on the Commission or the Commission's Nominated
          Representative a right to vote.
     3.20 The Company must deliver to the Commission a copy of all
          notices that are forwarded to Shareholders or Directors of such
          meetings in the same manner and at the same time as such

                                                                      page 27
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                  notices are forwarded to Shareholders or Directors as the case
                  may be.
            Right to transfer
            3.21 The Directors have the right to effect the transfer or disposal of
5                Company Securities held by a person to the extent considered
                 necessary by the Directors to prevent a possible contravention
                 or a possible continuation of a contravention of the restrictions
                 referred to in Articles 3.6, 3.7 and 3.7A.
            3.22 If the Directors reasonably believe that circumstances exist
10               which permit them to effect the transfer or disposal of Company
                 Securities under Article 3.21, the Directors may by notice in
                 writing ("Sale Notice") to the holder of the Company Securities
                 specified in the Sale Notice require that, within 30 days of the
                 date of the Sale Notice (or such other period as specified in the
15               Sale Notice provided that where the period is reduced the ASX
                 gives its approval to the reduction):
                  (a) those Company Securities be transferred or disposed of; or
                  (b) the holder satisfy the Directors that the requirements of
                      Articles 3.6, 3.7 and 3.7A have not been and will not be
20                    contravened.
            Right to require information
            3.23 A person holding Company Securities must, if required by
                 notice from the Company, furnish to the Company within
                 15 days of the date of the notice (or within such other period as
25               the Directors notify, provided that where the period is reduced
                 the ASX gives its approval to the reduction) a written statement
                 by that person, or in the case of a corporation by a director or
                 secretary of that corporation, in a form approved by the
                 Directors (and if required by the Directors verified by statutory
30               declaration or by other means acceptable to the Directors)
                 setting out whatever information is in the opinion of the
                 Directors necessary for the Directors to determine the eligibility
                 of that person or corporation to continue to hold Company
                 Securities having regard to the requirements of Articles 3.6, 3.7
35               and 3.7A.



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               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                              s. 8



     Power to disenfranchise and dispose
     3.24 If a person fails to comply with a requirement of Articles 3.22
          or 3.23 and the Directors know of such failure:
           (a) the Directors may, at any time, declare by notice in writing
5              ("Suspension Notice") to the person who is the holder of
               the Company Securities that the voting interests, dividend
               interests and winding up interests that the holder is entitled
               to (under this Constitution or by any law) in relation to
               those Company Securities that the Directors believe are or
10             may be held in breach of Article 3.6, 3.7 or 3.7A are, to the
               extent declared in the notice, suspended from the date of
               the Suspension Notice until the Company Securities are
               disposed of in accordance with clause 3.22 or until a
               written statement or statutory declaration or both is
15             provided as required by Article 3.23; and
           (b) in the case of a person failing to comply with Article 3.23 -
               if within 15 days of the date of a Suspension Notice the
               relevant written statement or statutory declaration or both
               has not been provided, the Directors may give notice in
20             writing ("Disposal Notice") to the holder of the Company
               Securities requiring that the Company Securities (or some
               of them) must be transferred or disposed of within 30 days
               of the date of the Disposal Notice (or such other period as
               is specified in the Disposal Notice provided that where the
25             period is reduced the ASX gives its approval to the
               reduction).
     3.25 If a notice under Article 3.22 or 3.24(b) is not complied with by
          the holder of the Company Securities within the time limit
          specified, the Directors may appoint a person to execute any
30        documents and implement any procedures that may be required
          to procure the transfer or disposal of the Company Securities on
          behalf of the holder and to receive and give a good discharge
          for the purchase price. The Company Securities are to be sold
          as part of the ordinary trading on the ASX and the Directors are
35        to use reasonable endeavours to obtain a fair and reasonable
          purchase price. The net proceeds of any transfer or disposal
          under this Article must be paid to the person who held the
          Company Securities, provided that the person has delivered to


                                                                        page 29
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



                  the Company such documents or information as may be
                  reasonably required by the Directors. Upon the name of the
                  transferee being entered in the Register in purported exercise of
                  the powers under this Article, the validity of the transfer or
5                 disposal may not be challenged by any person.
            Composition of Board
            3.26 If at any time the composition of the Board of Directors is or
                 may become inconsistent with Articles 3.13 or 3.14, or has been
                 affected by a resolution passed in circumstances where the
10               voting exclusion in Articles 3.8 or 3.9A has not been applied or
                 has not been applied properly, the Directors may:
                  (a) appoint one or more new Directors under Article 14.11; or
                  (b) convene a general meeting to consider one or more
                      resolutions to remove or appoint a Director; or
15                (c) subject to the Corporations Act take such steps as are
                      available to them to remove a Director,
                  as they consider necessary to prevent a possible contravention
                  or a possible continuation of a contravention of the
                  requirements of this Article 3.
20          Right to vote
            3.27 The Directors have the right to prevent the votes attaching to
                 Shares being exercised or counted in circumstances where that
                 is considered necessary by the Directors to give effect to the
                 provisions of Articles 3.8 or 3.9A.
25          3.28 A person holding Company Securities must, if required by
                 notice from the Company, furnish to the Company within
                 15 days of the date of the notice (or within such other period as
                 the Directors notify, provided that where the period is reduced
                 the ASX gives its approval to the reduction), a written statement
30               by that person, or in the case of a corporation by a director or
                 secretary of that corporation, in a form approved by the
                 Directors (and if required by the Directors verified by statutory
                 declaration or by other means acceptable to the Directors)
                 setting out whatever information is in the opinion of the



     page 30
               Casino (Burswood Island) Agreement Amendment Bill 2003



                                                                                   s. 8



           Directors necessary for the Directors to determine the eligibility
           of that person or corporation to have its votes counted.
     3.29 If a person fails to comply with a requirement of Article 3.28
          and the Directors know of such failure, the Directors may,
5         within a reasonable time, declare by notice in writing to the
          person who is the holder of the Company Securities that some
          or all of the voting rights that the holder is entitled to in relation
          to Company Securities are, to the extent declared in the notice,
          suspended from the date of the Suspension Notice until a
10        written statement or statutory declaration or both is provided as
          required by Article 3.28.
     Application of Article 3
     3.30 To the extent of any inconsistency, the provisions of this
          Article 3 override the remainder of the Articles in this
15        Constitution.
     3.31 The provisions of this Article 3 only apply for so long as and to
          the extent necessary to comply with the requirements of the
          Casino (Burswood Island) Agreement Act 1985 and the State
          Agreement."

20   AS WITNESS the execution of this Agreement by or on behalf of the
     parties the day and year first hereinbefore written.

     SIGNED by THE HONOURABLE                    )
     NICHOLAS DAVID GRIFFITHS                    )
     MLC                                         )          N Griffiths
25   for and on behalf of the State of           )
     Western Australia in the presence of:       )
     B A Sargeant
     B A Sargeant

     THE COMMON SEAL of                          )
30   BURSWOOD NOMINEES LTD                       )          C.S.
     (ACN 078 250 307) is duly affixed           )
     by authority of its directors in the        )
     presence of:                                )



                                                                           page 31
     Casino (Burswood Island) Agreement Amendment Bill 2003



     s. 8



            John W Schaap                                M J Egan
            Signature of authorised person               Signature of authorised person
            MANAGING DIRECTOR                            COMPANY SECRETARY
            Office held                                  Office held
5                                                        M. J. EGAN
            Name of authorised person                    Name of authorised person
            (block letters)                              (block letters)

            THE COMMON SEAL of                            )
            BURSWOOD RESORT                               )         C.S.
10          (MANAGEMENT) LTD                              )
            (ACN 009 396 945) is duly affixed by          )
            authority of its directors in the presence    )
            of:                                           )
            John W Schaap                                M J Egan
15          Signature of authorised person               Signature of authorised person
            MANAGING DIRECTOR                            COMPANY SECRETARY
            Office held                                  Office held
            JOHN W. SCHAAP                               M. J. EGAN
            Name of authorised person                    Name of authorised person
20          (block letters)                              (block letters)
                                                                                          ".




 


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