South Australian Current Acts South Australian Current ActsSchedule—The Indenture
THIS INDENTURE made the 16th day of October,
1975 BETWEEN: THE STATE OF SOUTH AUSTRALIA (hereinafter referred to as "the
State") of the first part THE MINISTER OF MINES AND ENERGY the Minister
administering the Petroleum Act, 1940-1971 and the Mining
Act, 1971-1973, a corporation sole pursuant to the provisions of the said
Mining Act of the second part SANTOS LIMITED a company incorporated under the
laws of the State of South Australia of the third part DELHI INTERNATIONAL OIL
CORPORATION a company incorporated under the laws of the State of Delaware,
United States of America (hereinafter with its successors and assigns
sometimes referred to as "Delhi") of the fourth part ALLIANCE PETROLEUM
AUSTRALIA N.L. a company incorporated under the laws of the State of Victoria
of the fifth part BASIN OIL N.L. a company incorporated under the laws of the
State of New South Wales of the sixth part BRIDGE OIL N.L. a company
incorporated under the laws of the State of New South Wales of the seventh
part PURSUIT OIL N.L. a company incorporated under the laws of the State of
Victoria of the eighth part REEF OIL N.L. a company incorporated under the
laws of the State of New South Wales of the ninth part and VAMGAS NO LIABILITY
a company incorporated under the laws of the State of New South Wales of the
tenth part (the said companies being hereinafter sometimes collectively called
"the Producers" which expression shall include their respective successors and
assigns).
WHEREAS:
In recognition of the importance to the State of the operations of the
Producers in the provision of State's energy requirements, in the provision of
petrochemical feedstock vital to the establishment of a petrochemical industry
in the State of South Australia and in the exploration for and development of
the State's petroleum resources and in order that such operations may be
rationalised so as to optimise the recovery of the State's petroleum reserves,
the parties have agreed to enter into this Indenture.
NOW THIS DEED WITNESSETH THAT THE PARTIES COVENANT AND AGREE as follows:
1. DEFINED TERMS
In this Indenture except where terms are expressly defined hereunder the Acts
Interpretation Act, 1915-1972 of the State shall apply to the
construction and interpretation of this Indenture as if this Indenture were an
Act and in this Indenture unless the context otherwise requires—
(1) "Act": any
reference in this Indenture to an Act means that Act whether an Act of State
or Federal Parliaments as amended from time to time and includes any Act
passed in substitution for that Act and regulations or by-laws made and in
force under any such Act.
(1A) "GST" means the
tax payable under the GST law.
(1B) "GST component"
means a component attributable to a liability to GST.
(1C) "GST law" means:
(a)
A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth;
and
(b) the related
legislation of the Commonwealth dealing with the imposition of a tax on the
supply of goods and services.
(2) "Minister" means
the Minister for the time being administering the Petroleum
Act, 1940-1971 of the State.
(3) "Person" includes
any company corporation or other bodies corporate and the Commonwealth of
Australia and any agency authority or instrumentality of the State or of the
Commonwealth of Australia of whatsoever nature or kind and howsoever named or
called.
(4) "Petroleum
Exploration Licence" means any licence lease or other authority (by whatsoever
name called) from time to time issued by the State or Minister and conferring
upon the holder thereof the right to explore for petroleum and includes any
right title or other interest (other than a Petroleum Production Licence)
created out of derived from or arising pursuant to any such licence lease or
other authority.
(5) "Petroleum
Production Licence" means any licence lease or other authority (by whatsoever
name called) from time to time issued by the State or Minister and conferring
upon the holder thereof the right inter alia to produce petroleum and includes
any right title or other interest created out of derived from or arising
pursuant to any such licence lease or other authority.
(6) "Petroleum Rights"
means the sub-licences referred to in Clause 6(1) (b) hereof.
(7) "Sales Contracts"
means:
(a) the Gas Sales
Contract in the form of that submitted to the Minister prior to the date
hereof and to be entered into between the Producers and the Pipelines
Authority of South Australia ("P.A.S.A.") and any agreement approved by the
Minister or his predecessor entered into by all of the Producers together with
Total Exploration Australia Pty. Ltd. prior to the date hereof for the sale of
natural gas and as any of the foregoing may be amended varied or supplemented
from time to time;
(b) any agreement
hereafter entered into between the Producers and P.A.S.A. providing for the
supply of natural gas as fuel gas for any petrochemical industry hereafter
established in the State and any other agreement or agreements in force from
time to time amending varying or supplementing the same;
(c) any agreement or
agreements or other disposal arrangements entered into by the Producers or any
of them from time to time for the sale of liquid hydrocarbons and/or
petrochemical feedstock derived from the Unitized Substances or from petroleum
recovered from any area comprised in a Petroleum Production Licence granted to
the Producers within the Subject Area and areas referred to in
clause 6(10) of this Indenture;
(d) any agreement or
agreements entered into by the Producers or any of them from time to time with
an arms length purchaser for the sale of Unitized Substances; and
(e) any agreement or
agreements entered into between Santos Limited, Delhi, Vamgas No Liability and
P.A.S.A.
copies of which shall be provided in confidence to the Minister.
(8) "Subject Area"
means the "Subject Area" as defined in the Unit Agreement.
(9) "This Indenture"
means this Indenture as the same may be amended added to or varied from time
to time in accordance with the provisions of clause 15 hereof.
(10) "Unit Agreement"
has the same meaning as in the Act.
(11) "Unit Facilities"
means "Unit Facilities" as defined in the Unit Agreement.
(12) "Utilized
Substances" means "Unitized Substances" as defined in the Unit Agreement.
(13) "the Exploration
Indenture" means an Indenture in the form of that submitted to the Minister
prior to the date hereof and to be entered into between the Producers together
with Total Exploration Australia Pty. Ltd. of the one part and the Minister of
the other part relating to expenditure on exploration for petroleum.
(14) "the P.A.S.A.
Future Requirements Agreement" means an agreement in the form of that
submitted to the Minister prior to the date hereof and to be entered into
between the Producers (together with Total Exploration Australia Pty. Ltd. and
the Commonwealth of Australia) of the first to tenth parts inclusive P.A.S.A.
of the eleventh part and the Minister of the twelfth part granting certain
pre-emptive rights in respect to the future natural gas requirements of
P.A.S.A.
(15) "Joint Operating
Agreement" means any agreement heretofore or hereafter entered into by or
including the Producers or some of them and approved by the Minister governing
exploration for and production of petroleum and includes any agreement
providing for the installation and as applicable sharing of use of facilities
for the handling of petroleum.
(16) "Authorised
Agreement" has the same meaning as in the Act.
2. RATIFICATION
(1) The Government of
the State shall as soon as practicable introduce and sponsor a Bill into the
Parliament of the State to approve and ratify this Indenture and to provide
for carrying it into effect and the said Government will endeavour to secure
its passage and have it come into operation as an Act prior to the 31st day of
December, 1975 or such later date as the parties hereto may mutually agree.
(2) If such a Bill is
not so passed so as to come into operation as an Act before the 31st day of
December, 1975 or such later date as the parties may as hereinbefore provided
agree the Clauses of this Indenture (other than Clause 2(1) and this Clause
2(2)) shall not come into operation and none of the parties hereto will have
any claim against any other of them with respect to any matter or thing
arising out of done performed or omitted to be done or performed under this
Indenture provided always that nothing hereinbefore contained shall (unless
otherwise expressly agreed in writing by the Producers) operate or be deemed
to operate so as to restrict derogate from or otherwise affect any of the
rights or benefits to which the Producers or any of them are at such date
entitled whether in respect to Petroleum Exploration Licences Nos. 5 and 6 or
Petroleum Production Licences Nos. 1–5 or otherwise.
(3) Upon the said Bill
commencing to operate as an Act all the provisions of this Indenture shall
operate and take effect.
(4) If the State
should at any time pass any legislation or if any regulation is made which
modifies the rights or increases the obligations of the Producers or any of
them under the ratifying Act or under this Indenture and if the State upon
notification by the Producers fails within a period of six months to rectify
such matter then the Producers shall (but without in any way derogating from
the rights or remedies of the Producers in respect of a breach of this
Indenture) have the right to terminate this Indenture by notice to the State
at any time following the expiry of such six month period.
3. INITIAL OBLIGATIONS
(1) The performance by
the Producers of their obligations under:
(a) Clause 3(4) (a) of
this Indenture is (unless otherwise notified in writing by the Producers to
the State) made subject to:
(i)
each Producer being satisfied that suitable arrangements
have been made for the financing of its and of each of the other Producers
obligations under this Indenture and under the Unit Agreement relevant to the
Sales Contracts referred to in Clause 1(7) (a) hereof;
and
(ii)
execution of a Deed of Covenant and Release to be made
between The Australian Gas Light Company of the first part Norman Egan
Connellan of the second part the Producers and Total Exploration Australia
Pty. Ltd. of the third to eleventh parts inclusive the State of the twelfth
part and P.A.S.A. of the thirteenth part and execution of a deed supplemental
thereto whereby certain of the rights and obligations to be acquired pursuant
to the agreements and documents referred to in Clause 9(6) hereof are to be
subject to the said Deed of Covenant and Release.
(2) Performance by the
State of its obligations under this Indenture is (with the exception of
Clauses 10(1) and 19 hereof) made subject to execution by the Producers of the
Unit Agreement the Gas Sales Contract referred to in Clause 1(7) (a) hereof,
the Exploration Indenture and the P.A.S.A. Future Requirements Agreement.
(3) The Minister
undertakes upon presentation of the executed Unit Agreement to grant or
procure the grant of all such approvals as may be required in respect thereto
pursuant to the Petroleum Act, 1940-1971 of the State.
(4) —
(a) Upon written
notification by the Producers of the due fulfilment of the Conditions
Precedent in Clause 3(1) (a) hereof the Producers shall execute (if not
already the case):
(i)
the Gas Sales Contract referred to in Clause 1(7) (a)
hereof
(ii)
the Unit Agreement
(iii)
the Exploration Indenture
and
(iv)
the P.A.S.A. Future Requirements Agreement
4. LAND AT MOOMBA
(1) At the request of
the Producers the State shall grant (or procure the grant) to the Producers or
as the Producers may direct the fee simple estate of the land delineated in
red on the plans annexed hereto as Appendix "A" and delineated in Appendix "C"
to the extent not delineated in Appendix "A" and shall grant (or procure the
grant of) any easements and rights which the Producers may reasonably require
for the purpose of the full enjoyment of the said land. Any such grant of the
fee simple estate as aforesaid shall be made free and clear of all easements
of whatsoever nature or kind other than as may have been previously advised in
writing by the State and expressly agreed by the Producers and shall be made
free and clear of all liens, charges and encumbrances.
(2) Any and all
buildings structures improvements plant equipment or other property of
whatsoever nature or kind (and any part of any such buildings structures
improvements plant equipment or other such property of whatsoever nature or
kind) now or hereafter situate upon or under or forming part of or attached to
or annexed to the said land shall notwithstanding any provision of any Act or
of any rule of law to a contrary effect be and shall be deemed conclusively to
be chattels and shall be owned by and may be transferred mortgaged charged or
assigned by the Producers or such of them as are entitled thereto all in
accordance with and subject to the provisions of the Unit Agreement or other
agreement pursuant to which any of the foregoing may be owned from time to
time.
(3) The State shall
ensure that the said land shall be and remain zoned for use or otherwise
protected so as to preserve the use of the said land in respect of petroleum
production and treatment and matters ancillary thereto.
(4) The said land
shall not be declared or included in any water district under the Waterworks
Act, 1932-1966 or any re-enactment or amendment thereof.
(5) In the event of
the Producers and the State hereafter mutually determining that it is
desirable to establish a township in the vicinity of Moomba in the State of
South Australia the State will give consideration to the provision of
additional land for housing and housing accommodation for persons (including
their dependants) engaged in the operations of the Producers and any one else
(including their dependants) connected directly or indirectly with the
Producers operations. If additional land and housing accommodation is to be
provided by the State at no cost to the Producers the State shall fix such
prices rents or charges as are fair and reasonable in the circumstances for
the land and housing accommodation provided by it. The State will provide
education health and other facilities normally provided by the State being
commensurate with the population and locality of such township.
5. INFRASTRUCTURE AT MOOMBA AND ROADS
(1) In this clause
"heavy vehicle" means a vehicle which requires a permit in respect of its size
or its load or its size and its load from the Road Traffic Board pursuant to
sections 140, 141, 142 and 147 of the Road Traffic Act, 1961-1974.
(2) Subject to this
Clause 5 the State shall at no cost to the Producers maintain and where
necessary remake or upgrade that part of the road known as the Strzelecki
Track which lies between Lyndhurst and Moomba (hereinafter referred to as "the
said road") to enable vehicles other than heavy vehicles to use the said road.
(3) Within 24 months
of the date of the ratification of this Indenture the State shall remake or
upgrade the said road to a standard which would enable the said road to be
reinstated for use by vehicles other than heavy vehicles within a reasonable
period after the passage of the peak of a flood of equal magnitude to the peak
of the flood which occurred during the first half of 1974.
(4) In the event of a
flood of less than or equal magnitude to the peak of the flood which occurred
during the first half of 1974 the State shall ensure that the road is
reinstated for use to the standard referred to in Clause 5(3) hereof as soon
as is reasonably practicable and in any event the State will endeavour to
ensure that the road will be reinstated within eight weeks after the passage
of the peak of such flood or such longer period as the State and the Producers
may agree.
(5) The Producers
shall advise the State and the Commissioner of Highways if and when it is
proposed to use a heavy vehicle for travel on the said road and upon receipt
of that advice, the State shall direct the Commissioner of Highways to remake
or upgrade the road where necessary and further if required by the
Commissioner of Highways the Producers shall agree with the State that they
shall pay the full cost as previously agreed in writing by the Producers of
remaking or upgrading the road where required for that use and the full cost
of restoration of all damage to the road arising from that use. In determining
the costs (if any) payable by the Producers the State agrees that the
Commissioner of Highways shall have due regard to the cost incurred by the
Producers whether before or after the date of this Indenture upon the road
referred to herein.
(6) Where any pipeline
owned or used by the Producers in respect of petroleum gathering or production
pursuant to this Indenture crosses under or over any road under the control
and jurisdiction of the Commissioner of Highways the Producers shall at their
cost provide such clear cover and other protection as may be required by the
Commissioner of Highways.
6. PETROLEUM LICENCES
(1) Upon application
at any time by the Producers (or such of them as are entitled to apply for the
same which for the purpose of Section 27(1) of the Petroleum
Act, 1940-1971 of the State shall include the holder of a Petroleum
Exploration Licence and any person deriving an interest therefrom in respect
to the area of land to be comprised therein) the Minister shall:
(a) grant to the
Producers (or such of them as aforesaid) Petroleum Production Licences in the
form of or to the effect set out in Appendix "B" hereto; and
(b) approve the grant
of sub-licences in the form or to the effect set out in Appendix "B" hereto;
or in either case in such other form as may be agreed between the Minister and
the Producers in order to implement or otherwise give effect from time to time
to the provisions of the Unit Agreement or the relevant Joint Operating
Agreement and unless otherwise mutually agreed the State shall ensure that the
terms covenants and conditions of such Petroleum Production Licences shall
during the currency thereof (including any renewal or renewals thereof) remain
as at the date of the grant thereof and that the State will not by legislation
regulation order or administrative action restrict any right to the grant or
renewal of such licences nor restrict or prevent the Producers or any of them
from giving effect to their rights and obligations under the Sales Contracts
referred to in Clauses 1(7) (a) and (b) hereof or under any other Sales
Contracts (in so far as they are entered into with an arms length purchaser)
or under the P.A.S.A. Future Requirements Agreement or under any contract
entered into pursuant thereto or under the Unit Agreement (which for the
purposes of this sub-clause shall be construed as a reference only to the
Unit Agreement in the form approved by the Minister and with such amendments
thereto as have previously been agreed to by the Minister) or any Joint
Operating Agreement in so far as it applies to the Subject Area.
(1A) However—
(a) an application
under subclause (1) for a petroleum production licence made between 30 October
1997 and 27 February 1999 was required to meet the criteria established by
sections 27 and 28 of the Petroleum Act 1940 ; and
(b) no further licence
or approval has been, or will be, granted under subclause (1) in respect
of an application made after 27 February 1999 (but this paragraph does not
affect the renewal of a licence or approval granted in respect of an
application made before that date).
(2) Nothing contained
in Clause 6(1) and (4) hereof (but subject to the provisions of Clause 6(6)
shall constitute a derogation from the rights of the Minister pursuant to
Section 87a(1) of the Petroleum Act, 1940-1971 of the State or prevent
(having regard to the Unit Agreement and practical and economic production of
petroleum) the State from acquiring an interest whether directly or indirectly
in the whole or any part of such licence.
(3) Nothing in this
Indenture contained shall limit any rights of the Producers or any of them
under the Petroleum Act, 1940-1971 of the State or under the terms of any
Petroleum Exploration Licences or Petroleum Production Licences issued or held
from time to time by the Producers or any of them including but not limited to
the rights of renewal under or arising therefrom or to the rights of renewal
under the provisions of the Petroleum Act, 1940-1971 of the State and it
is hereby expressly acknowledged and agreed by the State that the rights of
the Producers under this Indenture or under any Petroleum Production Licences
issued pursuant to this Indenture shall be in addition to and not in
substitution for or in derogation from the rights pertaining to the issue or
holding of Petroleum Production Licences under the Petroleum
Act, 1940-1971 of the State.
(4) Subject to the
provisions of the Petroleum Act, 1940-1971 of the State applying at the
date of this Indenture to Petroleum Exploration Licences Nos. 5 and 6 the
State:
(a) shall ensure that
the terms covenants and conditions (and in particular without prejudice to the
generality of the foregoing the expenditure obligations contained therein or
applicable thereto by virtue of the provisions of the Petroleum
Act, 1940-1971 applying at the date hereof) of Petroleum Exploration
Licences Nos. 5 and 6 (as previously renewed) shall unless otherwise agreed in
writing by such of the Producers as are the holders thereof remain as at the
date thereof until the date of expiry of such licence in each case being the
27th day of February, 1979, and that the State will not by legislation
regulation order or administrative action restrict any rights contained or
provided in the Petroleum Act, 1940-1971 as at present in force to the
renewal thereof.
(b) will not by
legislation regulation order or administrative action restrict or prevent the
Producers from giving effect to their rights and obligations under the Sales
Contracts referred to in Clauses 1(7) (a) and (b) hereof or under any other
Sales Contracts (in so far as they are entered into with an arms length
purchaser) or under the P.A.S.A. Future Requirements Agreement or under any
contract entered into pursuant thereto or under the Unit Agreement (which for
the purposes of this subclause shall be construed as a reference only to the
Unit Agreement in the form approved by the Minister and with such amendments
thereto as have previously been agreed to by the Minister) or any Joint
Operating Agreement in so far as it applies to the Subject Area.
(5) For the purpose of
Section 36 of the Petroleum Act, 1940-1971 of the State the areas
comprised within the Petroleum Production Licences granted pursuant to this
Indenture shall be deemed to be contiguous areas within the meaning of
Section 36(1a) thereof and such areas shall be deemed to be one area for
the purposes of Section 36(3) thereof.
(6) —
(a) Where any
Petroleum Production Licence granted pursuant to the provisions of Clause 6(1)
hereof has with the consent of the Minister been sub-licensed or upon
notification to the Minister has been mortgaged or charged and the Minister
gives to the holder of the licence notice in writing to make good any breach
or contravention of or failure to comply with any term or condition of such
Petroleum Production Licence or any provision of the Petroleum
Act, 1940-1971 of the State or otherwise as specified in the notice then
prior to the taking of any action which could have the effect of suspending or
cancelling any such Petroleum Production Licence the Minister shall cause a
copy of such notice to be forwarded to:
(i)
each sub-licensee to whom the Petroleum Production
Licence has been sub-licensed in accordance with the provisions of
Clause 6(1) (b) hereof; and
(ii)
each assignee mortgagee or chargee to or in favour of
whom any assignment mortgage or charge of the Individual Interest (as defined
in the Unit Agreement) of any Producer has been effected in accordance with
the provisions of Clause 14 hereof whose name and address for service of
notice has previously been notified in writing to the Minister.
(b) If a Petroleum
Production Licence granted pursuant to the provisions of Clause 6(1) hereof is
cancelled by the Minister pursuant to Section 87a of the Petroleum
Act, 1940-1971 of the State the Minister shall forthwith offer to the
licensees of that Petroleum Production Licence (other than the licensee in
default) the grant of a new Petroleum Production Licence in respect to the
same area and upon the same terms and conditions as were applicable to the
Petroleum Production Licence so cancelled, and such new licensees shall be
entitled to and shall grant new sub-licences to all sub-licensees (other than
the licensee and sub-licensee in default) of the Petroleum Production Licence
so cancelled such new sub-licences to be in respect to the same areas and upon
the same terms and conditions as were applicable to the sub-licences derived
from the Petroleum Production Licence so cancelled. In the event that all
licensees of the Petroleum Production Licence are in default then all
sub-licensees (other than the licensees or sub-licensees in default) shall be
entitled to the grant of a new Petroleum Production Licence in respect to the
same area and upon the same terms and conditions as were applicable to the
Petroleum Production Licence so cancelled. The Minister shall be entitled to
require the payment of any royalty properly due in respect to the Petroleum
Production Licence so cancelled as a condition precedent to the grant of any
such new Petroleum Production Licence and further the grant of any such new
Petroleum Production Licence pursuant to this subclause shall not constitute a
waiver of the rights of the Minister against the holders in default under the
Petroleum Production Licence so cancelled.
(7) The rights granted
pursuant to Section 33 of the Petroleum Act, 1940-1971 of the State in
respect to the construction and maintenance upon the land comprised in a
Petroleum Production Licence of such pipelines pumping stations tanks and
roads as are necessary for the fulfilment of the licensees obligations
thereunder shall extend and apply to the construction and maintenance of any
such facilities as are necessary for operations to be conducted under the
Unit Agreement or any Joint Operating Agreement or other applicable agreement
in respect to any area not then comprised in a Petroleum Production Licence
granted pursuant to the provisions of Clause 6(1) hereof.
(8) For the purposes
of Section 80c of the Petroleum Act, 1940-1971 of the State the Minister
hereby approves the applicable provisions of the Unit Agreement as
constituting an approved scheme for the working and developing of any field
which may from time to time be situate in its entirety within the Subject Area
and to which the provisions of Section 80c of the Petroleum
Act, 1940-1971 of the State may apply.
(9) The Producers
shall forthwith notify the Minister of any amendments to the Unit Agreement
subsequent to the execution thereof.
(10) The clauses of
this Indenture, save and except clauses 6(1) and 6(4) hereof, shall apply to
any Petroleum Production Licences granted in respect or for the purposes of
the production of petroleum from the following areas:
Area 1
Commencing at a point being the intersection of latitude 27°00′S
and longitude 140°00′E, thence east to longitude
141°00′E, south to latitude 27°15′S, west to longitude
140°55′E, south to latitude 27°20′S, west to longitude
140°50′E, south to latitude 27°25′S, west to longitude
140°35′E, south to latitude 27°30′S, west to longitude
140°25′E, south to latitude 27°32′S, west to longitude
140°23′E, south to latitude 27°33′S, west to longitude
140°21′E, south to latitude 27°35′S, west to longitude
140°18′E, south to latitude 27°37′S, west to longitude
140°16′E, south to latitude 27°38′S, west to longitude
140°15′E, north to latitude 27°27′S, west to longitude
140°00′E, north to the point of commencement.
Area 2
Commencing at a point being the intersection of latitude 27°37′S
and longitude 139°38′E, thence east to longitude
139°53′E, south to latitude 27°45′S, east to longitude
140°00′E, south to latitude 27°56′S, west to longitude
139°59′E, south to latitude 27°57′S, west to longitude
139°58′E, south to latitude 27°59′S, west to longitude
139°57′E, south to latitude 28°00′S, west to longitude
139°56′E, south to latitude 28°02′S, west to longitude
139°55′E, south to latitude 28°06′S, east to longitude
140°00′E, south to latitude 28°18′S, west to longitude
139°56′E, south to latitude 28°19′S, west to longitude
139°52′E, south to latitude 28°23′S, east to longitude
139°53′E, south to latitude 28°24′S, east to longitude
139°55′E, south to latitude 28°25′S, east to longitude
140°15′E, south to latitude 28°35′S, west to longitude
139°38′E, north to the point of commencement.
being the areas marked "1" and "2" respectively on the plan annexed hereto as
Appendix "D".
7. RATES AND TAXES
(1) Notwithstanding
the provisions of any Act to the contrary all rates taxes imposts and other
charges imposed or levied by the State or by any agency or instrumentality of
the State or any local or other public authority in respect to the land
referred to in Clause 4(1) hereof shall be charged or levied on the assessed
unimproved value thereof.
(2) The State will not
impose nor (in so far as it is competent to do so) permit or authorise any
rates taxes levies imposts or other charges (including rates taxes levies
imposts or other charges in respect to the carriage of goods by road rail or
sea) which discriminates by the manner in which they are levied against the
Producers in their operations pursuant to the Unit Agreement or any Joint
Operating Agreement provided that any variation in the royalty rate under the
Petroleum Act, 1940-1971 is agreed not to be discriminatory merely
because the Producers are the only persons in the State paying such a royalty.
8. SUPERVISORY CONTROL SYSTEMS
Subject to the Petroleum Act, 1940-1971 the State will permit the
Producers to operate wells field facilities gathering systems and trunklines
by remote supervisory control systems.
9. STAMP DUTY
The State agrees that:
(1) this Indenture;
(2) the Unit Agreement
and any cross charge created in connection with the Unit Agreement
contemporaneously with the execution thereof;
(3) the Deed of
Covenant and Release and Deed Supplemental thereto both referred to in Clause
3(1) (a) (ii) hereof;
(4) any initial
instrument in respect to the land referred to in Clause 4(1) hereof executed
for the purpose of implementing or otherwise giving effect to the provisions
of the Unit Agreement as of the date of execution of this Indenture or any
subsequent instrument in respect to the land referred to in Clause 4(1) hereof
executed as a consequence of any adjustment effected pursuant to the
provisions of the Unit Agreement of participating interests thereunder but
excluding any assignment of an Individual Interest not otherwise exempted by
this Clause 9 and excluding any mortgage charge encumbrance or other security
covenant or agreement executed by a Producer for the purpose of the financing
of its obligation under this Indenture and under the Unit Agreement other than
a cross charge exempted by subclause (2) of this Clause 9;
(5) any Petroleum
Production Licence granted pursuant to Clause 6(1) hereof and any sub-licence
granted pursuant to such Petroleum Production Licence;
(6) all agreements and
other documents as may be entered into contemporaneously with execution of the
Unit Agreement relevant to the acquisition of and/or assumption of rights and
obligations by the Commonwealth of Australia of part of Delhi's Individual
Interest (as such expression is defined in the Unit Agreement) and any cross
charge required to be created thereby;
(7) the Deed of
Covenant and Consent dated the 17th May 1974 made between The Australian Gas
Light Company of the first part; Norman Egan Connellan of the second part; the
Producers of the third part and The Pipeline Authority of the fourth part;
(8) any agreement
assurance or other document affecting any amendment (as approved by the
Minister) of the Unit Agreement providing for the inclusion of additional
reserves of petroleum whether inside or outside of the Subject Area and any
other agreement assurance or other document approved by the Treasurer for that
purpose which effects any amendment to the Unit Agreement;
(9) the first of any
Deeds of Assignment to be entered into by Delhi and Total Exploration
Australia Pty. Ltd. providing for the assignment of part of Delhi's Individual
Interest (as such expression is defined in the Unit Agreement) and any other
agreement or other document required to be entered into in respect thereto
pursuant to the provisions of the Unit Agreement and any cross charge required
to be created thereby;
(10) any assignment by
a Producer made within one year of the date of the ratification of this
Indenture of the whole or part of its Individual Interest (as such expression
is defined in the Unit Agreement) in favour of a related company (as such
expression is defined in Section 6(5) of the Companies Act, 1962-1974)
and any agreement or other document required to be entered into with respect
thereto pursuant to the provisions of the Unit Agreement or any cross charge
with respect thereto required to be created thereby
shall be exempt from stamp duty under the laws of the State.
10. AUTHORISATION FOR THE PURPOSES OF THE
TRADE PRACTICES ACT 1974 OF THE COMMONWEALTH
(1) The State
undertakes to use its best endeavours to maintain in force a statutory
authorisation of the following things for the purposes of section 51 of the
Trade Practices Act 1974 of the Commonwealth:
(a) the
authorised agreements; and
(b) anything done
(before or after the commencement of this clause) by a party, or anyone acting
on behalf of a party, under or to give effect to the authorised agreements.
(2) In respect of
other matters relating to the rights and obligations of the Producers, the
State undertakes to give consideration, at the request of the Producers, to
the introduction of legislation specifically authorising the making of
agreements, arrangements and understandings or other things for which the
Producers may want an authorisation under section 51 of the Trade Practices
Act 1974 of the Commonwealth.
11. PROHIBITION UPON PARTITION
No Petroleum Production Licence, sub-licence, title or right granted pursuant
to this Indenture or held for the purpose of or under the provisions of the
Unit Agreement or any Joint Operating Agreement and no real or personal
property and no chattel belonging to owned or used jointly by the Producers or
any of them under or pursuant to the Unit Agreement or any Joint Operating
Agreement shall otherwise than by agreement of the Producers or any of them be
subject to or capable of partition including partition under the Law of
Property Act, 1936-1972 of the State or under any order of any Court of
competent jurisdiction made under that Act or otherwise or be subject to the
making of an order for sale under the said Act.
12. ROYALTY PAYMENT
(1) Payment of Royalty
During the period from 1st January 1991 to 31st December 2000 (both inclusive)
("the Royalty Term") the Producers shall pay royalty calculated in accordance
with this Indenture in respect of petroleum recovered from any area comprised
in a Petroleum Production Licence granted to the Producers or to some one or
more of them within the Subject Area or the areas referred to in Clause 6(10)
of this Indenture and:
(a) supplied to the
Pipelines Authority of South Australia (PASA) under the terms of the Natural
Gas Interim Supply Act 1985; and
(b) sold to PASA or
any other purchaser under the terms of any agreement for the supply of
petroleum whether such agreement is signed before or after the date of
commencement of this Clause
("the petroleum").
(2) Calculation of
Royalty
The Producers shall pay royalty at a rate of ten (10) percentum of the value
at the wellhead of the petroleum, which for the purposes of this Indenture,
shall be an amount calculated by taking the gross sales value of the petroleum
as defined in sub-clause (3) (a) (i) and subtracting therefrom the following
sums:
(a) a sum calculated
by writing off on a straight line basis and with no interest component, over a
period of ten (10) years commencing from 1st January 1991, the sum of EIGHT
HUNDRED MILLION DOLLARS ($800,000,000.00) being the deemed capital value of
existing plant of the Producers or some one or more of them;
(b) a sum calculated
by writing off on a straight line basis together with interest on the written
down value at the rate provided by sub-clause (3) (c) of this clause, over a
period of ten (10) years commencing from the month the expense was incurred
(or such lesser period as may be agreed between the Producers and the Minister
as being the life of the field) the actual capital expenditure incurred after
1st January 1991 by the Producers or some one or more of them in respect of
all plant used for the purposes of treating, processing or refining of the
petroleum prior to delivery (but not upstream of the wellhead) or in conveying
the petroleum to the point of delivery to the purchaser PROVIDED HOWEVER that
if any item of such plant is sold prior to being fully depreciated, the amount
obtained upon such sale shall be deducted from the written down value of such
item for the purposes of calculating the deduction, but not so as to reduce
the written down value below zero;
(c) a sum, calculated
on a basis to be agreed between the Producers and the Minister, or if
agreement is not reached within 90 days of the commencement of this Clause, a
sum calculated on a basis determined by the Minister, being expenditure
actually incurred by the Producers or some one or more of them in respect of
persons not employed on site in the Subject Area or the areas referred to in
Clause 6(10) of this Indenture but whose employment functions directly relate
to treating, processing or refining of the petroleum prior to delivery (but
not upstream of the wellhead) or in conveying the petroleum to the point of
delivery to the purchaser;
(d) a sum being
expenditure (other than expenditure upstream of the wellhead) actually
incurred by the Producers or some one or more of them in respect of operating
costs related to treating, processing or refining of the petroleum prior to
delivery or in conveying the petroleum to the point of delivery to the
purchaser, including but not limited to the amount of any licence fees payable
in respect of any pipeline licence, all wharfage dues and Commonwealth
petroleum taxes PROVIDED HOWEVER that:
(i)
the amount of such deduction will be reduced by the
amount obtained upon the sale of any item of plant which has not been
depreciated or which has been fully depreciated, but not so as to reduce the
deduction below zero,
(ii)
if any such expenditure is incurred pursuant to any
agreement which is not in the Minister's opinion bona fide or arms length,
such expenditure (or part thereof) may not be deducted except with the
Minister's prior written approval, and
(iii)
any expenditure allowed as a deduction under this
sub-clause shall not include any expenditure provided for in sub-clause2 (b)
or 2 (c) or 2 (e) of this Clause;
(e) a sum being
expenditure (other than expenditure upstream of the wellhead) actually
incurred by the Producers or some one or more of them pursuant to a bona fide
arms length agreement to lease any plant used for the purposes of treating,
processing or refining of the petroleum prior to delivery or in conveying the
petroleum to the point of delivery to the purchaser PROVIDED HOWEVER THAT:
(i)
any such expenditure in any one calendar year which is in
excess of:
(A) in the calendar year 1991—the sum
of $4 million; or
(B) in all subsequent calendar years, the
sum of $4 million increased by the same percentage as the percentage increase
in the Consumer Price Index (All Groups) for the City of Adelaide ("CPI") from
the CPI in the calendar year 1991 to the CPI in the relevant year
shall not be deductible without the written approval of the Minister;
(ii)
any expenditure (or part thereof) incurred under an
agreement which in the Minister's opinion is not bona fide or arms length may
be deducted with the Minister's written approval; and
(f) a sum being the
actual expenditure (other than expenditure upstream of the wellhead) incurred
by the Producers or some one or more of them in rehabilitating the ground
surface and site of plant and the actual expenditure incurred in dismantling
removing or abandoning of such plant less any salvage obtained thereon where
such plant is used for the purposes of treating processing or refining of the
petroleum prior to delivery or in conveying the petroleum to the point of
delivery to the purchaser and the actual expenditure incurred in
rehabilitating the ground surface and site of a well of the type described in
sub-clause (3) (b) and the actual expenditure incurred in abandoning such well
but not including any costs incurred as a result of the loss of control of any
well.
(3) Further provisions
regarding calculation of Royalty
(a) For the purposes
of sub-clause (2):
(i)
in each month the gross sales value of the petroleum
means:
(A) the value of the actual sales in
respect of the petroleum described in sub-clause (1) (a) in that month; plus
(B) the value of the actual sales in
respect of the petroleum described in sub-clause (1) (b) in that month
PROVIDED HOWEVER that if any petroleum is not in the Minister's opinion
supplied to a bona fide arms length purchaser and in the Minister's opinion
not sold for full market value, the gross sales value of such petroleum shall
be the amount which would have been received in respect of such petroleum from
a bona fide arms length purchaser for full market value;
(ii)
the term "plant" includes but is not limited to:
(A) any machinery, equipment, vehicle,
implement, tool, article, vessel, pit, building, structure, improvement or
other such property used in, or in connection with, treating processing or
refining of the petroleum prior to the delivery or in conveying the petroleum
to the point of delivery to the purchaser; or
(B) any pipeline;
and
(iii)
"wellhead" means the casing head and includes any casing
hanger or spool, or tubing hanger, and any flow control equipment up to and
including the wing valves.
(b) Non Producing
Wells
The capital expenditure referred to in sub-clause (2) (b) may include the
actual capital expenditure incurred by the Producers or some one or more of
them in respect of wells used solely for the purpose of assisting or enhancing
the recovery of the petroleum from other wells or for the purposes of storing
the petroleum or for the recovery or disposal of water used in connection with
treating processing or refining of the petroleum prior to delivery or for any
similar purpose other than the production of the petroleum and may also
include the actual capital expenditure incurred by the Producers or some one
or more of them in converting a well used for the production of the petroleum
to a well used for such other purposes.
(c) Interest Rate
For the purposes of sub-clause (2) (b) the interest rate shall be one half of
the long term Australian Government Bond Rate for bonds of a 10 year term as
published at the end of the month in which the capital expenditure was made.
If no such rate is in existence or published at the end of such period then,
unless the parties otherwise agree, the interest rate for the purposes of
sub-clause (2) (b) shall be one half of the average of the long term
Australian Government Bond Rate for bonds of a 10 year term prevailing during
the period of 5 years preceding the date on which such rate ceased to exist or
be published.
(d) Apportionment of
Expenses
Where an item of plant is used partly for the purposes of treating, processing
or refining of petroleum prior to delivery or in conveying petroleum to the
point of delivery to the purchaser, and partly for some other purpose, the
amount of the deduction (whether for capital or operating expenditure) which
shall be allowed shall be a proportion only of the actual capital or operating
expenditure. The apportionment of the actual expenditure shall be made upon
the basis agreed between the Producers and the Minister or, in the event that
agreement is not reached within 90 days of the commencement of discussions
entered into with a view to reaching such agreement, upon the basis determined
by the Minister.
(e) Sale of Plant
Notwithstanding the provisions of sub-clause (2), if an item of plant is sold
by a Producer ("the first Producer") to another Producer, or to a company that
becomes a successor or assign of the first Producer under this Indenture ("the
second Producer"), the second Producer may only depreciate the plant to the
extent to which the first Producer was, immediately before the time of sale,
entitled to depreciate the plant under this Indenture.
(f) Take or Pay
(i)
For the purposes of this clause and of calculating the
gross sales value of the petroleum, where the Producers or any one or more of
them enter into an agreement commonly known as a take or pay agreement, any
payment received by the Producers or any one or more of them in respect of
petroleum which has been paid for but not been taken shall be treated as part
of the gross sales value of the petroleum at the time of receipt of payment by
such Producer or Producers and not at any other time.
(ii)
The Producers will, on or before 15th June 1991, pay to
the Minister the sum of ONE MILLION ONE HUNDRED AND FIFTY FOUR THOUSAND SEVEN
HUNDRED AND EIGHTY SIX DOLLARS ($1,154,786.00) being the royalty payable on
petroleum paid for but not taken under any such take or pay arrangements up to
and including 31st December 1990.
(g) Tolling
(i)
If the Producers or any one or more of them receive any
revenue from the use of any plant downstream of the wellhead used for treating
processing or refining petroleum sourced from anywhere within the area from
time to time comprised in Petroleum Exploration Licences 5 and 6 or any
Petroleum Production Licence issued from an area which was comprised in
Petroleum Exploration Licences 5 and 6 immediately prior to the time such
Petroleum Production Licence was issued, or in conveying such petroleum to the
point of delivery to the purchaser (such plant to include but not be limited
to part or all of each of the plant at Moomba, South Australia, the plant at
Port Bonython in the said State or the pipeline the subject of Pipeline
Licence 2) such revenue shall be deemed to be part of the gross sales value of
the petroleum to the intent that royalty shall be payable thereon.
(ii)
Any sums, being sums deemed under sub-clause (3) (g) (i)
to be part of the gross sales value of the petroleum, paid by the Producers or
any one or more of them in respect of the use of such plant for treating
processing or refining such petroleum or in conveying such petroleum to the
point of delivery to the purchaser shall be deemed to be an expense under
sub-clause (2) (d) .
(iii)
If any such plant is used for treating processing or
refining of petroleum sourced from outside of the areas referred to in
sub-clause (3) (g) (i) or in conveying such petroleum to the point of
delivery to the purchaser any amounts which may be claimed as deductions under
this clause (whether such deductions be by way of operating expenditure or
capital expenditure) in respect of such plant shall be reduced by the
proportion which would be obtained by the method of apportioning costs used by
the Producers to ascertain the tolling fee, or on such other basis as the
Minister approves, but any revenue received by the Producers or any one or
more of them for the use of such plant for the treating processing or refining
of such petroleum prior to delivery or in conveying the petroleum to the point
of delivery to the purchaser shall not be deemed to be part of the gross sales
value of the petroleum.
(h) Licence Fees
Any fees paid by the Producers or any one or more of them in respect of any
Petroleum Production Licences granted within the Subject Area or the areas
referred to in Clause 6(10) of this Indenture may be set off against the
amount of royalty payable under this Indenture.
(4) Royalty Returns
(a) Not later than
thirty (30) days after the conclusion of each calendar month during the
Royalty Term, the party appointed from time to time as Operator under the
Unit Agreement ("the Operator") will calculate and notify to the Minister the
royalty, calculated by taking the gross sales value of the petroleum sold in
that month, and deducting therefrom the estimated monthly expenditure
described in sub-clause (4) (c) , payable by each Producer. The Operator shall
with each such notification provide the Minister with a statement, in a form
approved by the Minister, advising of the quantity of the petroleum sold and
the amount realised upon such sale during the last preceding month, together
with such other information as the Minister may require.
(b) Each Producer
shall not later than thirty (30) days after the conclusion of each calendar
month during the Royalty Term pay to the Minister the amount of royalty
specified in the notice referred to in sub-clause (4) (a) as payable by that
Producer.
(c) On or before each
15th April (in respect of the next succeeding six (6) month period commencing
1st July) and on or before each 15th October (in respect of the next
succeeding six (6) month period commencing 1st January) during the Royalty
Term, the Operator shall bona fide estimate the gross sales value of the
petroleum, the allowable deductions and hence calculate the estimated royalty
payable for the next succeeding six (6) month period and shall provide the
Minister with such estimates, together with the apportionment thereof on a
monthly basis. The Operator shall provide such estimate in respect of the
period commencing 1st January 1991 and concluding 30th June 1991, within 30
days of the enactment of the Cooper Basin (Ratification) (Royalty) Amendment
Act 1991.
(d) Not later than
thirty (30) days after the completion of each twelve month period during the
Royalty Term concluding on each 30th June the Operator shall reconcile the
monthly sales and estimated expenditure with the actual sales and expenditure
and reconcile all calculations of royalties and shall provide the Minister
within the said period of 30 days with copies of such reconciliations,
together with a notice advising the Minister of any additional royalty
calculated in accordance with the reconciliations as payable by each Producer.
If any such reconciliation shows that the total of the amounts of royalty paid
during the last preceding 12 months was in excess of the amount of royalty
which should have been paid for that period, the difference shall, subject to
this sub-clause, be set off against royalty payable in the next succeeding
months. The Operator shall provide such reconciliation in respect of the
period commencing 1st January 1991 and concluding 30th June 1991 on or before
30th July 1991.
(e) Each Producer
shall not later than thirty (30) days after the completion of each twelve
month period during the Royalty Term concluding on each 30th June pay to the
Minister the additional royalty calculated in accordance with the
reconciliation referred to in sub-clause 4 (d) as payable by that Producer.
(f) The Minister shall
not be concerned to inquire that the royalty has been correctly apportioned as
between each of the Producers so long as the aggregate of the royalty so
apportioned equals the total amount of royalty payable in accordance with this
Clause. The Producers may, however, dispute inter se the correctness of the
apportionment of royalty.
(g) Provided that
royalty has been correctly calculated, each Producer shall only be liable to
pay the amount of royalty specified in each royalty return as payable by that
Producer. Nothing in this Clause shall confer joint or joint and several
liability on the Producers for the payment of royalty.
(h) The Producers
shall at their cost cause the royalty calculation reconciliations submitted by
the Operator to be audited by the auditor appointed by the Operator to audit
its own accounts (provided that such auditor must be a duly registered auditor
in Australia) and the Operator shall forward a copy of the auditor's report in
respect of a particular reconciliation within 3 months of the receipt of such
reconciliation by the Minister, such report to be accompanied by a certificate
by the auditor that the reconciliation is in accordance with the royalty
provisions of this Indenture.
(i) If the Minister
considers that any matter has been incorrectly calculated in any royalty
return, the Minister may recalculate such return and by notice in writing to
the Operator within 6 calendar months of the receipt by the Minister of the
audit of the relevant royalty return require the Producers to pay within 30
days of the date of such notice the additional royalty calculated by the
Minister as payable and in any proceedings before a Court for the review of
such determination, the Minister's recalculation shall be deemed to be correct
unless the contrary is proved.
(j) Either the
Producers or the Minister may, notwithstanding the audit of a royalty return,
within a period of 5 years of the Minister's receipt of that return, serve
notice on the other party seeking to correct an inaccuracy in that return. If
the notice is served by the Producers, the Minister may within 90 days of the
receipt of the Producers' notice make a determination as to the correctness of
the Producers' notice.
(k) The Producers or
any one of them shall at the request of the Minister or of any person duly
authorised in writing by the Minister produce to the Minister or such
authorised person such books, accounts and other records (including but not
limited to computer records) in the possession or power of that Producer
relating to the petroleum and the royalty payable thereon and shall permit the
Minister or such authorised person to inspect and make copies of such books,
accounts and records.
(l) The Minister may
require the Operator to prepare and provide to the Minister forecasts of
royalty for such periods and to be provided at such times as the Minister may
reasonably specify.
(m) If the Producers
fail to pay any payment of royalty within the time provided by this
sub-clause, the Producers shall pay interest on the amount of royalty which
should have been paid, calculated on a daily basis from the date such payment
should have been made to the date of actual payment, at a rate being the sum
of 2% per annum and the long term Australian Government Bond Rate for bonds of
a 10 year term as published at the end of the month the payment should have
been made. If the long term Australian Government Bond Rate for bonds of a 10
year term ceases to exist or be published then the rate of interest shall be
the sum of 2% per annum and the average of the long term Australian Government
Bond Rate for bonds of a 10 year term prevailing during the period of 5 years
preceding the date on which such rate ceased to exist or be published.
(5) General
(a) The payment of
royalty pursuant to this Indenture shall during the Royalty Term be in
substitution for and not in addition to any royalty which would otherwise have
been payable under the Petroleum Act, 1940 in respect of the petroleum.
(b) On and from the
1st day of January 2001 the Producers shall pay royalty in accordance with the
provisions of the Petroleum Act, 1940 or any statute repealing,
replacing, amending or consolidating that Act.
(c) Notwithstanding
anything to the contrary contained in this Indenture no royalty, tax, impost
or levy of whatsoever nature or kind other than bona fide charges for services
provided by the State shall be payable by the Producers upon any petroleum
produced from a State other than South Australia.
(d) The Minister may
delegate any of his powers contained in this Clause 12; however such
delegation shall not derogate from the Minister's ability to exercise such
power personally.
(e) In making any
determination under this Clause, the Minister must take into consideration all
relevant factors and make the determination on reasonable grounds.
(f) In determining the
value of actual sales of petroleum, the full market value of petroleum, or the
amount of any expenditure for the purposes of this clause, any GST component
is to be ignored.
13. PIPELINES
Subject to the Minister's approval and to the Australian Government having
agreed to make available adequate finance for that purpose upon terms and
conditions satisfactory to the State the State will construct or cause to be
constructed and maintained between Moomba and the site of any future
petrochemical industry such pipelines and ancillary meters regulators
compressors pipes communication links and other facilities as are adequate to
ensure the delivery of natural gas petrochemical feedstocks and other liquid
hydrocarbons to be sold and delivered in pursuance of the provisions of the
Sales Contracts referred to in Clause 1(7) (b) and (c) hereof.
14. ASSIGNMENT
(1) A Producer shall
not assign any right power benefit or privilege conferred by this Indenture
except as provided hereunder.
(2) Subject to the
provisions of the Unit Agreement and as applicable the provisions of any
relevant Joint Operating Agreement, any Producer may:—
(a) assign subject to
Section 42 of the Petroleum Act, 1940-1971 as at present in force of the
State to any person:
(i)
the rights powers or privileges conferred on such
Producer by this Indenture; and together with
(ii)
the right or interest of such Producer in any sub-licence
created out of any Petroleum Production Licence granted pursuant to this
Indenture; and together with
(iii)
the obligations or duties imposed on such Producer under
this Indenture.
(b) mortgage charge
encumber or create a security over all or any part of its interest in any
Petroleum Production Licence, sub-licence, grant or title acquired by such
Producer pursuant to this Indenture and any other rights interests powers or
privileges acquired hereunder. A mortgagee chargee or encumbrancee in
enforcing its security or any receiver or manager of a Producer or any
transferee or assignee thereof shall have the same rights powers and
privileges as such Producer and may exercise the same upon the same terms and
conditions as such Producer or its assigns is entitled to the exercise
thereof.
15. VARIATIONS
Any of the provisions of this Indenture may from time to time be cancelled
added to varied or replaced by agreement but no such cancellation addition
variation or replacement shall take effect until the same has been ratified by
the Parliament of the State.
16. FORCE MAJEURE
(1) The time for
performance of obligations under or arising out of this Indenture (other than
the payment of money) which performance is delayed by circumstances beyond the
reasonable control of the party responsible for the performance including
delays caused by or arising from act of God act of war (declared or
undeclared) earthquake explosions act of public enemies floods washaways
strikes lockouts stoppages bans or other industrial disturbances interruption
of supplies breakdowns restraint of labour partial or entire failure of
petroleum reserves or other similar circumstances may be extended by the
period of the delay and no party shall be liable in damages or otherwise to
any other party by reason of such delay.
(2) The party subject
to the delay shall do all such things as may be necessary in order to overcome
the delay as soon as possible (except for the settlement of disputes on terms
which are not acceptable to such party or of the drilling of wells or the
installation of facilities which are uneconomic) and such party shall as soon
as reasonably practicable notify the other parties when the delay has been
overcome.
17. NOTICES
Any notice or consent or other writing authorised or required by this
Indenture to be given or sent shall be deemed to have been duly given or sent
by the State if signed by the Minister or by persons authorised by the
Minister served personally or forwarded by pre-paid registered post or sent by
telegram telex or cable to the Producers at the following addresses (which may
be altered by notice in writing from time to time):—
|
The General Manager |
Telex: 31955 |
|
The General Manager |
Telex: 21197 |
|
The General Manager |
Telex: 41848 |
|
The Vice President |
Telex: 82215 |
|
The Executive Director |
Telex: 21119 |
|
The Executive Director |
Telex: 21119 |
|
The General Manager |
Telex: 31595 |
|
The Managing Director |
Telex: 82716 |
and by the Producers if signed on behalf of each of the Producers by the
Managing Director a General Manager Vice President Acting Managing Director
Acting General Manager or Secretary of the company served personally or
forwarded by prepaid registered post or sent by telegram telex or cable to the
Minister and any such notice consent or writing which is posted shall be
deemed to have been duly given or sent on the third day after the date of
posting. Notices or consents or writings sent by telegram telex or cable shall
be deemed given on the day after the day they are dispatched.
18. GOVERNING LAW
This Indenture shall be governed by and construed in accordance with the law
for the time being of the State of South Australia and (subject to the
provisions of Clause 19) the parties hereto hereby consent and submit to the
jurisdiction of the Courts of such State and to all courts having jurisdiction
to hear appeals therefrom.
19. ARBITRATION
In respect to:
(a) the Unit Agreement
and any other agreement relating to the rights and obligations of the
Producers as between themselves under the Unit Agreement;
(b) the Sales
Contracts; the Exploration Indenture; the P.A.S.A. Future Requirements
Agreement and any contracts entered into pursuant to the P.A.S.A. Future
Requirements Agreement;
(c) the matters
referred to in Clause 10(2) hereof;
the provisions of Section 24a(1) of the Arbitration Act, 1891-1974 shall
not apply and any question difference dispute or disagreement referred to
arbitration shall be and be deemed to be a submission to arbitration within
the meaning of the Arbitration Act, 1891-1934 of the State.
20. RELATIONSHIP OF PRODUCERS
The rights duties and obligations of the Producers under this Indenture shall
be several and not joint nor joint and several save that the rights duties and
obligations imposed upon the Producers in respect to the conduct of operations
under the provisions of the Petroleum Act, 1940-1971 of the State in
respect to any Petroleum Production Licence granted pursuant to the provisions
of this Indenture shall as between the holders thereof be joint and several.
21. ENVIRONMENTAL PROTECTION
Notwithstanding any other provision of this Indenture it is hereby recognised
and agreed by the Producers that they shall in conducting operations
contemplated pursuant to the provisions of this Indenture at all times comply
with the laws of the State for the protection of the environment.
APPENDIX "A"
APPENDIX "B"
SOUTH AUSTRALIA—PETROLEUM ACT, 1940-1971
PETROLEUM PRODUCTION LICENCE NUMBER
I, HUGH RICHARD HUDSON, Minister of Mines and Energy in the State of South
Australia pursuant to the Petroleum Act, 1940-1971 and the Cooper Basin
(Ratification) Act, 1975 and all other enabling powers HEREBY GRANT
jointly to SANTOS LIMITED of 183 Melbourne Street, North Adelaide DELHI
INTERNATIONAL OIL CORPORATION of 33 King William Street, Adelaide VAMGAS NO
LIABILITY of 151 Flinders Street, Melbourne and (Block Owners) of
a
Petroleum Production Licence in respect of the area described
hereunder:—
DESCRIPTION OF AREA
TERMS AND CONDITIONS
1. The term of this
licence is thirty one years commencing on and inclusive of the First day of
January 1975 with the right, subject to carrying out adequately the
obligations of the licence, to renewal from time to time on the same terms and
conditions for further terms of twenty one years.
2. The licensees
hereby covenant with the Minister that they will make payment of the yearly
rent provided under the Petroleum Act, 1940-1971 and of the royalty
referred to in the Cooper Basin (Ratification) Act, 1975 and will subject
to the provisions of the Cooper Basin (Ratification) Act, 1975 comply
with the provisions of the Petroleum Act, 1940-1971 and amendments
thereto and with all Regulations for the time being in force under that Act
and with any directions given by the Minister the Director of Mines or any
other person pursuant to that Act or the said Regulations.
3. The Minister hereby
gives and records his consent to the grant by the Licensees of a Sub-Licence
pursuant to the provisions of the Cooper Basin (Ratification) Act, 1975
in the form of or to the effect set out in the Schedule hereto.
Signed, Sealed and Delivered by the said Minister of Mines and Energy at
ADELAIDE this
day of
1975.
Signed, Sealed and Delivered by the said Licensees at ADELAIDE this
day of
1975.
THE SCHEDULE HEREINBEFORE REFERRED TO
THIS DEED OF SUB-LICENCE made the
day of
1976
BETWEEN:
SANTOS LIMITED whose registered office is situated at 183 Melbourne Street,
North Adelaide in the State of South Australia (hereinafter sometimes called
"Santos" which expression where the context requires or permits shall include
its successors and assigns)
AND
DELHI INTERNATIONAL OIL CORPORATION whose principal office in Australia is
situated at 33 King William Street, Adelaide aforesaid (hereinafter sometimes
called "Delhi" which expression where the context requires or permits shall
include its successors and assigns)
AND
VAMGAS NO LIABILITY whose registered office is situated at 20 Bridge Street,
Sydney in the State of New South Wales (hereinafter sometimes called "Vamgas"
which expression where the context requires or permits shall include its
successors and assigns)
AND
(Block Owners)
(the said companies being hereinafter collectively called "the Licensors"
which expression where the context requires or permits shall include their
respective successors and assigns)
OF THE ONE PART
AND
(the parties from time to time to the Unit Agreement)
(the said companies being hereinafter collectively called "the Licensees"
which expression shall include their respective successors and assigns)
OF THE OTHER PART
WHEREAS:
A. The Licensors are
the joint holders of Petroleum Production Licence No. granted by the Minister
of Mines and Energy for the State of South Australia pursuant to the powers in
the Petroleum Act, 1940-1971 and the Cooper Basin (Ratification)
Act, 1975 over certain land in the State of South Australia as more
particularly described in the said Petroleum Production Licence No.
B. The Licensees have
entered into an agreement made as of the 1st day of January, 1975 known as the
South Australian Cooper Basin Unit Agreement (hereinafter and as the same may
be amended from time to time referred to as "the Unit Agreement") relating
inter alia to the development and production of petroleum from that
sub-surface portion of the area comprised in the said Petroleum Production
Licence No. as the
same is more particularly described in the Schedule hereto.
C. The Licensors with
the consent of the Minister of Mines and Energy of the State of South
Australia have agreed to grant and the Licensees have agreed to accept a
sub-licence to exercise the rights specified in Clause 1 hereof upon the
conditions specified in Clauses 2, 3, 4 and 5 hereof.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. The Licensors with
the consent of the Minister of Mines and Energy of the State of South
Australia hereby grant to each of the Licensees severally the exclusive right
for a period of thirty-one (31) years commencing and inclusive of the first
day of January, 1975 (with the right of renewal hereinafter contained) subject
to the provisions of this Deed of Sub-Licence to:
(a) conduct operations
for the appraisal and production of petroleum from such sub-surface portion of
the area comprised in the said Petroleum Production Licence
No. as is more
particularly described in the Schedule hereto (hereinafter referred to as "The
Unitized Zone") and subject to Clause 2 hereof to own all petroleum extracted
or released therefrom; and
(b) construct and
maintain upon the land comprised in the said Petroleum Production Licence
No. all such
facilities as the Licensors are entitled to construct and maintain thereon
pursuant to Section 33 of the Petroleum Act, 1940-1971 or the
Cooper Basin (Ratification) Act, 1975 (or both) of the State of South
Australia and as are necessary from time to time for the full enjoyment of the
rights granted pursuant to Clause 1 (a) hereof.
2. Each of the
Licensees hereby expressly acknowledges covenants and agrees with the
Licensors and with each of the other Licensees that in the exercise of
exclusive rights granted pursuant to Clause 1 hereof each Licensee shall at
all times act subject to and in accordance with the provisions of the
Unit Agreement (and in particular to the provisions of Clause 13.01 thereof
which refers to an overriding royalty in favour of Santos) and that such
rights shall entitle each Licensee to extract or release from the Unitized
Zone so much of the petroleum within the Unitized Zone as such Licensee is
entitled to from time to time in accordance with its Gas Unit Participation,
Ethane Unit Participation, Propane Unit Participation, Butane Unit
Participation, Pentanes Plus Unit Participation and its Additional Plant
Products Unit Participation or Participations in accordance with the
provisions of the Unit Agreement.
3. The Licensees
hereby jointly and severally covenant with the Licensors that they will make
payment in accordance with the Unit Agreement of the royalty referred to in
the Cooper Basin (Ratification) Act, 1975 in respect to the production
referred to in Clause 2 hereof and subject to the provisions of the
Cooper Basin (Ratification) Act, 1975 make payment in accordance with the
Unit Agreement of the yearly rent provided under the said Petroleum
Act, 1940-1971 and will subject as aforesaid comply with the provisions
of the said Petroleum Act, 1940-1971 and amendments thereto and with all
Regulations for the time being in force under that Act and with any directions
given by the Minister, the Director of Mines or any other person pursuant to
that Act or the said Regulations and the Licensees hereby further jointly and
severally covenant with the Licensors not to do any act or thing or make any
omission which would cause the Licensors to be in breach or default of the
provisions of the said Petroleum Production Licence
No. or of the provisions of the said Petroleum
Act, 1940-1971 and amendments thereto or of any Regulation for the time
being in force under that Act or with any direction given by the Minister, the
Director of Mines or any other person pursuant to that Act or the said
Regulations.
4. Subject to the due
compliance by the Licensees with their obligations under this Deed of
Sub-Licence the Licensors hereby covenant with the Licensees:
(a) to perform the
covenants and obligations on the part of the Licensors contained in the said
Petroleum Production Licence
No. ;
(b) that for such
period as the same is required for the purpose of the Unit Agreement to
exercise their rights of renewal pertaining to the said Petroleum Production
Licence No. ; and
(c) to renew the
provisions of this Deed of Sub-Licence on the same terms and conditions during
any renewed term of the said Petroleum Production Licence
No. for such
period as aforesaid.
5. The rights of the
Licensees or of any of them granted pursuant to the foregoing provisions of
this Deed of Sub-Licence shall not be sold assigned transferred leased sub-let
mortgaged pledged charged encumbered or otherwise disposed of other than
subject to and in accordance with the provisions of Article XV of the
Unit Agreement and subject to Section 42 of the said Petroleum
Act, 1940-1971 and clause 14.2 of the Indenture annexed to the
Cooper Basin (Ratification) Act, 1975 .
The Schedule
(Description of Unitized Zones)
APPENDIX "C"
APPENDIX "D"
IN WITNESS WHEREOF the Parties hereto sign seal and deliver the foregoing
presents and have hereunto set their respective hands and seals as of the day
and year first above written.
|
SIGNED SEALED AND DELIVERED by THE HONOURABLE DONALD ALLAN DUNSTAN, Premier of
the State of South Australia for and on behalf of the said State and in the
presence of: D.H. TAYLOR |
} |
D.A. DUNSTAN |
|
THE COMMON SEAL of THE MINISTER OF MINES AND ENERGY was hereunto affixed by
the authority of the Minister and in the presence of: D.H. TAYLOR |
} |
H.R. HUDSON, Minister of Mines and Energy |
|
THE COMMON SEAL of SANTOS LIMITED was hereunto affixed with the authority of a
resolution of the Board of Directors and in the presence of: D. PARTINGTON |
} |
JOHN BONYTHON, Director |
|
Attest: DELHI INTERNATIONAL OIL CORPORATION M.J. McINNES, Assistant Secretary |
BOB R. BLAIR,Vice-President | |
|
THE COMMON SEAL of ALLIANCE PETROLEUM AUSTRALIA N.L. was hereunto affixed with
the authority of the Directors in the presence of: JOHN W. CORNELIUS, Secretary |
} |
JOHN S. ROBINSON, Director |
|
THE COMMON SEAL of BASIN OIL N.L. was hereunto affixed with the authority of a
resolution of its Board of Directors and in the presence of: R.C. NICHOLLS, Secretary |
} |
PETER LANE, Director D.M. TULLOCH, Director |
|
THE COMMON SEAL of BRIDGE OIL N.L. was hereunto affixed with the authority of
a resolution of its Board of Directors and in the presence of: J.P. BOYER, Secretary |
} |
ROBERT RYKO, Director |
|
THE COMMON SEAL of PURSUIT OIL N.L. was hereunto affixed with the authority of
a resolution of its Board of Directors and in the presence of: E.H.C. GARLAND, Secretary |
} |
G.O. MORRIS, Director |
|
THE COMMON SEAL of REEF OIL N.L. was hereunto affixed with the authority of a
resolution of its Board of Directors and in the presence of: R.C. NICHOLLS, Secretary |
} |
PETER LANE, Director D.M. TULLOCH, Director |
|
THE COMMON SEAL of VAMGAS N.L. was hereunto affixed with the authority of a
resolution of the Board of Directors and in the presence of: L.L. YOUREN, Secretary |
} |
J.G. DONALDSON, Director |