Dated this 18th day of November, 0000
XXX XXXXXXXX XXXXXXXXX XX XXXXXXXXX
Petroleum (Prospecting and Mining) Act
PETROLEUM LEASE NO. 5
UNITED CANSO OIL & GAS (N.T.) PTY LTD.
A.S.G. Hook
Crown Solicitor
Xxxxx Building
Xxxxxxxx Street
Darwin
THIS LEASE made the 18th day of November One thousand nine hundred and
eighty-one BETWEEN the NORTHERN TERRITORY OF AUSTRALIA (in this lease called
"the Territory") of the one part and MAGELLAN PETROLEUM (N.T.) PTY LTD a company
incorporated under the Companies Act of the State of Queensland and having its
registered office in the Territory care of Veritatem Nominees (N.T.) Pty Ltd,
5th Floor, City Mutual Building, 00 Xxxxxxxx Xxxxxx, Xxxxxx in the Territory (in
this lease called "the lessee" which expression shall, where the context so
admits, includes its successors in title and permitted assigns) of the other
part WHEREAS the lessee is the holder of a permit issued in pursuance of section
21 of the Petroleum (Prospecting and Mining) Act (in this lease called "the
Act") AND WHEREAS the lessee has applied to the Minister for Mines and Energy
for the issue of a lease under section 43 of the Act AND WHEREAS the Territory
is desirous of leasing to the lessee in pursuance of the Act and in
consideration of the rent, royalties and covenants hereinafter reserved and
provided and on the part of the lessee to be paid and observed ALL THAT piece or
parcel of land (in this lease called "the land") containing by admeasurement
15,780 hectares or thereabouts and more particularly described and delineated in
Schedule 1 to this lease for the purpose of mining for petroleum TOGETHER WITH
the rights, liberties, easements, advantages and appurtenances thereto belonging
or appertaining NOW THEREFORE I, XXX XXXXXXX TUXWORTH, the Minister for Mines
and Energy for and on behalf of the Territory, in pursuance of the Act, hereby
grant to the lessee a lease over the land in accordance with and under the terms
of the Act EXCEPTING and RESERVING out of this lease -
(a) the right of the Territory to grant, upon such terms and
conditions as the Minister thinks fit, for joint or several
use, such rights of way or easements through, upon, over or in
the whole of or any portion of the land to which this lease
applies as are necessary for or appropriate to -
(i) the development or working of the land or of other
land containing petroleum deposits;
(ii) the treatment or transportation of the products from
those petroleum deposits by or under the authority of
the Minister, his permittees or lessees;
(iii) the development or working of agricultural land or
land in respect of which a miner's right, mining
lease or a prospecting authority has been issued or a
reservation has been made under the Mining Act; or
(iv) any other public purpose;
(b) the right to all helium found in association with petroleum
and the right to erect on the land a plant for the extraction
of helium from any gases produced by the lessee, together with
such incidental rights as are necessary for the purpose of
removing the helium;
(c) the right to authorize mining on the land, in respect of which
a lease is in force, under the provisions of the Mining Act;
(d) the right to any substance in or on the land to which the
lease applies which is a prescribed substance within the
meaning of the Atomic Energy Xxx 0000 of the Commonwealth;
(e) the right to enter the land for the purpose of making a
reconnaissance survey, detailed survey or a scientific or
technical investigation; and
(f) the right to grant authority to a person under section 28 of
the Act to enter the land for the purpose of making a
geological investigation and for that purpose to carry out
geological surveys on that land.
TO HOLD the same UNTO THE LESSEE for the term of 21 years commencing on the date
of this lease with the right as provided for in section 50 of the Act to renew
the same for a further period of 21 years and such further renewals or
extensions permitted under the Act for the purpose of mining for petroleum on
the land and for all purposes necessary to carry on the lessee's overall mining
operations under the Act on or in the land including, subject to compliance with
any law with respect to water or timber and subject to such conditions with
respect to payment or otherwise as are prescribed by the Act or the Regulations
made under the Act -
(a) for the drilling and taking of water that is or may be under
the surface of the land and to take and divert water from any
natural spring, lake, pool or watercourse situated on or
flowing through any land (including private land and improved
land) to which the lease applies and use the water for any
purpose for prospecting or mining operations under the lease;
and
(b) for the cutting and using of timber on the land (other than
private land or improved land) to which the lease applies for
building or construction work, firewood or other necessary
purposes but the lessee shall not cut timber on such lands as
are specified by the Minister by notice in the Government
Gazette of the Territory nor on land which is -
(i) within a distance of 3 kilometres from a homestead or
outstation; or
(ii) within a distance of 3 kilometres from a watering
point,
on land held under a pastoral lease, pastoral homestead lease
or grazing licence granted under the Crown Lands Act,
but upon and subject to the Act YIELDING AND PAYING thereto the yearly rent
hereinafter provided AND FURTHER YIELDING AND PAYING therefor royalties at the
rates and in the manner hereinafter provided:
1. THE LESSEE for itself and for its successors and permitted assigns
covenants with the Territory -
(a) to pay, during the period of this lease, the rent and
royalties prescribed by the Act clear of all deductions at the
respective rates and times and in the manner provided in the
Act;
(b) unless authorized to do so by the Minister not to bore or sink
for, pump or raise water, nor to erect any dam or other
facility on existing rivers or water-ways for the purpose of
the supply of water;
(c) to operate in accordance with good oilfield practice and in
accordance with the Technical Report, and to take all steps
necessary to restore and leave the surface of the land in a
condition satisfactory to the Minister so that -
(i) there shall be no abnormal batters or contours;
(ii) the surface soil (if any) existing prior to the
mining operations shall, where possible, be preserved
and subsequently spread to maximum advantage over the
mined area;
(iii) there shall be a minimum interference with the
natural drainage system except where it is found
expedient to use any mined area for the storage of
water;
(iv) there shall not arise any pollution of any drainage
system that is dangerous or injurious to public
health; and
(v) the provisions of sub-paragraph (ii) of this
paragraph shall be carried out progressively within 3
months of the cessation of mining on that mined area
in order to allow for the regeneration of vegetation;
(d) not to use or work the land nor permit it to be used or worked
except for the purposes for which it is leased;
(e) to observe, perform and carry out the provisions of the Act
and the Regulations and of the Mines Safety Control Act and
the Regulations for the time being in force under that Act or
any other Act so far as those provisions affect or have
reference to a lease granted under the Act;
(f) during the whole of the period in which any well is being
drilled in the land and thereafter until the well is plugged
and abandoned at the sole expense or cost of the lessee to
maintain with an insurance company approved by the Minister a
policy of insurance covering the control of well redrilling
and well recompletion expenses in the sum of not less than
$5,000,000 in respect of any one loss arising out of any one
event indemnified and insurance covering seepage, pollution
and general liability in the sum of not less than $5,000,000
in respect of any one loss arising out of any one event
indemnified (or such other form of insurance in either case as
is acceptable to the Minister) naming the Territory as Lessor
and upon request by the Minister to produce evidence of the
currency of such insurance;
(g) to treat the petroleum in accordance with good oilfield
practice and considering the circumstances to make the best
use of the petroleum reserves;
(h) to take competent advice in association with experts nominated
by the Minister as to what steps are reasonably possible to
progressively encourage and promote regeneration and
development of vegetation on mined areas;
(j) to erect such fences or to take such other steps as may be
reasonably necessary for security or safety purposes;
(k) to permit access to any part of the land, not being a part or
parts designated a restricted area under paragraph (j) of this
clause, by the officers, employees and agents of the Minister
or the Territory;
(m) not to interfere with or mine on any public road on the land
unless the lessee has provided an alternative road approved by
the Minister;
(n) not to interfere with or mine in an area constituting a public
airstrip unless and until the lessee has first constructed an
alternative comparable airstrip on other land specified for
that purpose by the Minister and the alternative airstrip is
licensed for the same purpose as the existing public airstrip;
and
(p) to allow free public access to and along any public road and
the airstrip or the alternative airstrip constructed in
accordance with paragraph (n) of this clause.
2. AND THE LESSEE for itself and its successors and permitted assigns
further covenants with the Territory -
(1) For the purpose of calculating the value at the well-head of all
substances upon which a royalty is payable as provided by the Act, the lessee
shall measure the quantity of such substances by a measuring device approved by
the Minister and installed at the well-head, or at such other place as the
Minister approves, by the lessee.
(2) The lessee shall, from time to time, permit any person authorized
by the Minister, at such times as the Minister may require, to test and examine
any measuring device used or to be used by the lessee to measure the quantity of
petroleum recovered from the land.
(3) The lessee shall, at all times during the continuance of the lease,
comply with the Act and Regulations and all other laws from time to time in
force so far as they are applicable to or in relation to the land and the use of
the land by the lessee.
(4) The lessee shall comply promptly with the requirements of all
notices relating to the land and the use of the land by the lessee lawfully
given to the lessee in pursuance of any law in force in the Territory.
(5) When and as often as the lessee intends to construct on the land
any permanent building, plant, water-way, road or other improvement or structure
permitted to be constructed by the Act or Regulations, the lessee shall give to
the Minister written notice of the proposed location thereof and shall obtain
the Minister's written consent before commencing any such construction work,
which consent may be given on such terms and conditions as the Minister thinks
fit, and the lessee shall give to the Minister such further information as the
Minister may, from time to time, require in respect of any such construction.
(6) The lessee shall, from time to time when so required in writing by
the Minister during the continuance of the lease, make provision to the
satisfaction of the Minister for the continued conservation and protection of
the natural resources of the land, including fauna and flora, and for minimizing
damage to or pollution or degradation of the natural environment.
(7) If the Minister so directs in writing, the lessee shall, within 3
months next following the expiration or earlier determination of the lease,
remove from the land all plant, buildings, equipment and other property of the
lessee reasonably capable of being so removed.
(8) The lessee shall take all reasonable steps to ensure that -
(a) topsoil from all disturbed areas of the land is stockpiled
and, within the 3 months next following the expiration or
earlier determination of the lease, is to the satisfaction of
the Minister respread to maximum advantage for rehabilitation
and revegetation purposes; and
(b) wherever vegetation on the land has been removed, damaged or
interfered with, within 3 months next following the expiration
or earlier determination of the lease, all areas from or on
which vegetation has been so removed, damaged or interfered
with is revegetated in the manner and to the extent required
by the Minister.
(9) The waiver by the Minister of any default by the lessee shall not
prevent the Minister from cancelling the lease pursuant to the Act or the
exercise by the Minister of any other remedy he may have by reason of any other
cause or for the same cause arising at any other time.
(10) The lessee shall inform all employees, agents and contractors of
the lessee from time to time working on the land of the principal obligations of
the lessee under any agreement between the lessee and a Land Council established
by or under the Aboriginal Land Rights (Northern Xxxxxxxxx) Xxx 0000 of the
Commonwealth and shall take all reasonable steps to ensure that such employees,
agents and contractors comply with and observe such obligations.
(11) The lessee shall, at all times, indemnify and keep the Territory
and the Minister, and all servants thereof, indemnified against all actions,
proceedings, costs, charges, claims and demands whatsoever which may be made or
brought against the Territory or the Minister or any such servant by any person
whomsoever in relation to or in connection with the lease or any matter or thing
done or purported to have been done in pursuance thereof.
(12) The lessee shall, from time to time, deliver to the Minister or
his duly authorized representative copies of or extracts from such records of
the lessee relating to the land or the operations of the lessee thereon as the
Minister may, from time to time in writing, require.
(13) The lessee shall, at all times, permit a person duly authorized in
writing by the Minister to inspect any of the records of the lessee relating to
the land or the operations of the lessee thereon and that person may take such
copies of or extracts from such records as he requires.
3. AND IT IS expressly agreed and declared between the parties hereto that
the lessee shall pay to the Territory the reasonable costs incurred by the
Territory in engaging, after consultation with the lessee, a consultant or
consultants to advise it in respect of any proposal by the lessee for the
variation of the programme contained in the Technical Report.
4. (1) AND IT IS further expressly agreed and declared between the parties
hereto -
(a) that the lessee shall conduct all operations on the land in
accordance with good oilfield practice and in a diligent,
careful and workmanlike manner and in accordance with the law
applicable to such operations and in accordance with the
Technical Report;
(b) that the lessee shall, prior to the signing of this lease,
procure the execution of and deliver to the Territory a copy
of the Agreement set out in Schedule 2 to this lease;
(c) that the lessee shall, prior to the signing of this lease,
execute and deliver to the Minister a bond in a form approved
by the Minister; and
(d) that the lessee shall, if requested so to do by the Minister,
give to the Territory, to the extent permitted by compliance
with the crude oil pricing policy and the crude oil allocation
absorption policy of the Commonwealth of Australia, the option
to purchase at market value all petroleum and petroleum
products produced from the land by the lessee and that has not
been sold by the lessee.
(2) For the purposes of paragraph (d) of sub-clause (1) of this clause,
the market value of petroleum and petroleum products is the prevailing market
price for such petroleum and petroleum products in the region in which they are
located as agreed between the lessee and the Minister or, in default of
agreement, as determined pursuant to clause 5 of this lease.
5. (l) ANY DISPUTE or difference between the parties arising out of or in
connection with the market value of the petroleum or petroleum products referred
to in clause 4, which the parties have been unable to settle by negotiation and
agreement shall, at the request of either party made to the other in writing and
stating the matter in dispute, be submitted to the arbitration of 3 arbitrators,
one to be appointed by the Minister, one to be appointed by the lessee and the
third to be chosen by the 2 arbitrators so appointed.
(2) Any such arbitration shall be held in Darwin and shall be conducted
in accordance with the Arbitration Rules of the International Chamber of
Commerce as in force on the first day of June 1955, and it is expressly agreed
that notwithstanding anything to the contrary contained in the aforesaid
Arbitration Rules, adoption by the parties of such rules shall not constitute or
operate as a waiver by either party of its right of appeal from any award on a
point of law nor operate so as to exclude the jurisdiction of any court
competent to decide such point of law.
(3) Each party shall bear its own costs in connection with such
arbitration and the expenses of the arbitrators shall be borne as the
arbitrators may direct. The majority decision of the arbitrators shall prevail
and shall constitute an award. Any award made in respect of a dispute or
difference submitted to arbitration pursuant to this clause shall, except on a
point of law, be final and binding upon the parties.
(4) The making of an award upon any dispute or difference capable of
being submitted to arbitration pursuant to this clause shall be a condition
precedent to any action upon such dispute or difference, it being expressly
agreed that no cause of action shall arise upon such dispute or difference until
the making of an award as aforesaid.
6. (l) IN THIS LEASE, unless the contrary intention appears -
"Minister" means the Minister for Mines and Energy, or such other
Minister for the Territory as may be charged with the
administration of the Act;
"Technical Report" means the Technical Report - Mereenie Field Project
- Appraisal Programme approved by the Minister on the 16th day
of November 1981 together with such modifications or
amendments that are approved by the Minister from time to
time.
(2) For the purposes of this lease, the expression "good oilfield
practice", wherever occurring in this lease, shall include the requirement that
the land will be developed in accordance with the technology which, from time to
time, is determined in writing by the Minister to be the most appropriate
technology and which causes the least damage to the natural resources of the
land, including the fauna and flora, and the least damage to or pollution or
degradation of the natural environment.
SIGNED by XXX XXXXXXX TUXWORTH, )
)
Minister for Mines and Energy, for )
)
and on behalf of the Northern )
)
Territory of Australia in the )
)
presence of )
/s/ Xxx Xxxxxxx Tuxworth
............................................
THE COMMON SEAL of MAGELLAN )
)
PETROLEUM (N.T.) PTY LTD was )
)
hereunto affixed by authority of )
)
the Directors in the presence of )
/s/ Xxx X. Xxxxxxx
Director ..........................
/s/ Xxxxxx Xxxxxx
Secretary ..........................
SCHEDULE 1
ALL THAT piece or parcel of land in the Territory containing an area of 15,780
hectares, more or less, the boundaries of which are delineated on plans of
survey No. S73/102A and S73/102B, which plans are deposited with the
Surveyor-General of the Territory. The said boundaries are described as follows:
Commencing at an original concrete block marked "3" which is shown on plan of
survey No. O.P. 1334 and which is situated at the intersection of latitude
24(degree)0'0" with longitude 131(degree)32'40" thence proceeding by a line
bearing 90(degree)0'0" for a distance of 4,377.4 metres to the intersection of
latitude 24(degree)0'0" with longitude 131(degree)35'15", thence proceeding by a
line bearing 90(degree)0'30" for a distance of 4,754.43 metres to the
intersection of latitude 24(degree)0'0" with longitude 131(degree)38'3", thence
proceeding by a line bearing 118(degree)8'30" for a distance of 14,665.34 metres
to the intersection of latitude 24(degree)3'45" with longitude 131(degree)45'41"
thence proceeding by a line bearing 208(degree)30'0" for a distance of 7,440.82
metres to the intersection of latitude 24(degree)7'17" with longitude
131(degree)43'35", thence proceeding by a line bearing 298(degree)33'30" for a
distance of 28,140.1 metres to the intersection of latitude 24(degree)0'0" with
longitude 131(degree)29'0", thence proceeding by a line bearing 89(degree)59'30"
for a distance of 2,544.42 metres to the intersection of latitude 24(degree)0'0"
with longitude 131(degree)30'30", thence proceeding by a line bearing
90(degree)0'0" for a distance of 3,669.32 metres to the point of commencement.
SCHEDULE 2
THIS AGREEMENT made the 18th day of November One thousand nine hundred and
eighty-one BETWEEN the NORTHERN TERRITORY OF AUSTRALIA (hereinafter called "the
Territory") of the one part and MAGELLAN PETROLEUM (N.T.) PTY LTD, UNITED CANSO
OIL & GAS CO. (N.T.) PTY LTD, OILMIN (N.T.) PTY LTD and TRANSOIL (N.T.) PTY LTD
being companies incorporated under the Companies Act of the State of Queensland
and having their registered offices in the Territory care of Veritatem Nominees
(N.T.) Pty Ltd, 5th Floor, City Mutual Building, 00 Xxxxxxxx Xxxxxx, Xxxxxx in
the Territory, KREWLIFF INVESTMENTS PTY LTD a company incorporated under the
Companies Act of the State of New South Wales and having its registered office
in the Territory care of Veritatem Nominees (N.T.) Pty Ltd, 5th Floor, City
Mutual Building, 00 Xxxxxxxx Xxxxxx, Xxxxxx, and FARMOUT DRILLERS N.L. a company
incorporated under the Companies Ordinance of the Australian Capital Territory
and having its registered office in the Territory care of Wilson, Bishop, Xxxxx
& Xxxxx, City Mutual Building, 00 Xxxxxxxx Xxxxxx, Xxxxxx (hereinafter called
"the Joint Companies" which expression shall, where the context so admits,
include their successors and permitted assigns) of the other part WHEREAS the
Joint Companies are desirous that petroleum leases be granted in respect of the
land described in Schedule 1 to the lease and transferred into the names of the
Joint Companies AND WHEREAS the Joint Companies are prepared in return for the
granting of such leases, and subject to certain conditions, to undertake the
construction of an oil refinery and otherwise the development of an oil refinery
in the Territory.
NOW THIS AGREEMENT WITNESSETH as follows:
INTERPRETATION
1. (l) In this Agreement, unless the contrary intention appears -
"Minister" means the Minister for Mines and Energy, or such other
Minister for the Territory as may be charged with the
administration of the Act;
"the Act" means the Petroleum (Prospecting and Mining) Act of the
Territory;
"the petroleum leases" means the petroleum leases to be granted in
respect of the lands described in Schedule 1 to the lease;
"the Territory" means, according to the context, the body politic
established by the Xxxxxxxx Xxxxxxxxx (Xxxx-Xxxxxxxxxx) Xxx
0000 of the Commonwealth as the Northern Territory of
Australia or the geographical area constituting the Northern
Territory of Australia.
(2) Any reference to an Act means that Act as amended from time to time
or any Act in substitution for that Act.
(3) In this Agreement, unless the contrary intention appears, words in
the singular include the plural and words in the plural include the singular.
(4) For the purposes of this Agreement, the expression "good oilfield
practice" wherever occurring in this Agreement shall include the requirement
that the land shall be developed in accordance with the technology which, from
time to time, is determined in writing by the Minister to be the most
appropriate technology and which causes the least damage to natural resources of
the land, including fauna and flora, and the least damage to or pollution or
degradation of the natural environment.
OPERATION OF AGREEMENT
2. (1) This Agreement shall have no force or effect and shall not be
binding on either party unless and until it is approved by an Act of the
Territory.
(2) Acts or things which have been done or carried out by or on behalf
of a party to this Agreement prior to the coming into force of this Agreement
but which were done or carried out in contemplation of this Agreement and in
accordance with its provisions shall, so far as is appropriate and practicable,
be deemed to have been done or carried out under and for the purposes of this
Agreement.
INVESTIGATIONS AND CONSTRUCTION BY JOINT COMPANIES
3. (1) On the ratification of this Agreement in the manner provided in
clause 2, the Joint Companies shall actively continue their investigations into
the feasibility and economics of constructing the oil refinery the subject of
this Agreement and shall, subject to sub-clause (4) of this clause, if requested
so to do from time to time by the Minister on 3 years notice, construct an oil
refinery in accordance with the terms of this Agreement.
(2) Where the Joint Companies notify the Territory that they desire to
proceed with the construction of the oil refinery, then from the date such
notification is received by the Territory the whole of the provisions of this
Agreement which are not already in operation shall come into operation and be
binding on the parties.
(3) In the event of the Joint Companies notifying the Territory of
their intention to proceed to construct the oil refinery under sub-clause (2) of
this clause, the Joint Companies shall undertake and complete within 3 years (or
such extended period as the Minister shall agree to) of the Joint Companies so
notifying the Territory, the construction of an oil refinery of such capacity
and at such place as is agreed between the Joint Companies and the Minister.
(4) If the Joint Companies, within the 3 years referred to in
sub-clause (1) of this clause, notify the Territory that, in their judgment, the
construction of the oil refinery is not justified (the reasons for which
decision they shall notify the Territory and shall support such notification
with reasonably detailed data as to such technical or economic factors involved
as are relevant and pertain to the lease area) then from the date of such
notification, upon the Minister being satisfied in respect of the reasons
advanced by the Joint Companies the request of the Minister referred to in
sub-clause (1) of this clause shall lapse and upon such lapsing of any such
request by the Minister no further request shall be made by the Minister
pursuant to sub-clause (1) of this clause until the expiration of 2 years after
such lapsing of the prior request.
(5) In determining the economic viability of the oil refinery, regard
shall be had to the economic viability of the oil refinery, its associated
pipeline and the production of petroleum and petroleum products from the
petroleum leases.
(6) The Joint Companies shall not be required to construct a refinery
of a greater capacity than that which is necessary to refine the crude oil
capable of being produced from the lands comprised in the said petroleum leases
provided however that the Joint Companies shall be entitled to construct an oil
refinery of such greater capacity as they may elect.
(7) Upon the Minister making a request pursuant to sub-clause (1) of
this clause or upon the Joint Companies notifying the Territory pursuant to
sub-clause (2) of this clause, no increase shall thereafter be made in the rate
of royalty payable pursuant to the Act in respect of the petroleum leases unless
the request of the Minister shall have lapsed pursuant to sub-clause (4) of this
clause or the Joint Companies shall have made default in respect of their
obligation to construct an oil refinery pursuant to this Agreement.
PIPELINE
4. (1) If the Joint Companies are requested under sub-clause (1) of clause
3 or give notice pursuant to sub-clause (2) of clause 3 of their desire to
construct the oil refinery, then the Joint Companies shall be entitled to a
licence for transport of petroleum between the lease area and the oil refinery.
(2) The Joint Companies may, by notice in writing to the Minister,
elect to construct the pipeline and, on making such election, shall provide to
the Minister full and detailed plans and specifications for the construction of
the pipeline.
(3) The Joint Companies shall apply for the necessary pipeline licence
or other authorization necessary to construct and operate the pipeline, whether
under the Petroleum (Prospecting and Mining) Act or another law of the
Territory.
(4) The Joint Companies shall comply with all relevant laws,
regulations and statutory provisions governing the construction of the pipeline.
INVESTIGATIONS BY THE JOINT COMPANIES
5. (1) The Joint Companies shall diligently pursue such matters as are
necessary to enable them to submit proposals to the Territory under clauses 6
and 7 of this Agreement.
(2) The Joint Companies shall, from time to time and upon request by
the Territory, advise the Territory in reasonable detail as to the progress of
matters referred to in clauses 6 and 7 of this Agreement.
(3) If the Territory concurrently carries out its own investigations
and reconnaissances in regard to all or any of the matters referred to in
sub-clause (1) of this clause, the Joint Companies shall co-operate with the
Territory and, so far as reasonably practicable, shall consult with the
representatives or officers of the Territory and make full disclosures and
expressions of opinion regarding matters referred to in this clause.
(4) When submitting to the Minister the proposals referred to in
clauses 6 and 7 of this Agreement the Joint Companies shall, so far as is
reasonably practicable, ensure that such proposals -
(a) provide for the best overall development of the oil refinery
area; and
(b) disclose any conditions of use then in contemplation and where
alternative proposals are submitted the Joint Companies'
preferences in relation to such matters.
REFINERY LOCATION PROPOSAL
6. (1) As soon as the Joint Companies are ready to do so and in any event
not later than the thirty-first day of December 1982, the Joint Companies shall
submit to the Minister their proposal for the location of an oil refinery and
the sites for and general design of the road and railway terminal including
areas for installations, stockpiling, railways and other purposes in the oil
refinery area.
(2) At any time prior to the thirty-first day of December 1982, the
Joint Companies may give notice to the Territory that they reasonably require
the reservation until the thirty-first day of December 1987, of an area or areas
of Crown land and land at or near Xxxxx Springs for possible development by the
Joint Companies for an oil refinery site and road and rail access to and from
that area.
(3) Immediately upon and after the giving of a notice pursuant to
sub-clause (2) of this clause the Territory (unless the Joint Companies
otherwise agree) shall take all practicable administrative steps to prevent any
development at Xxxxx Springs or elsewhere which would be likely to interfere
with the development by the Joint Companies of the oil refinery site and road
and rail access thereto under the terms of this Agreement.
DETAILED PROPOSALS BY JOINT COMPANIES
7. Upon agreement being reached or a determination being made as to the Joint
Companies' proposal under clause 6 of this Agreement, the Joint Companies shall
proceed with the implementation of the proposal so agreed or determined and
shall, from time to time, submit to the Minister to the fullest extent
reasonably practicable their detailed proposals (including plans and
specifications) with respect to the following:
(a) the road between the lease area and the oil refinery area and
ancillary works;
(b) town sites on or near the lease area and near the oil refinery
and the development of services and facilities in relation
thereto;
(c) housing;
(d) water supply; and
(e) any other infrastructure works, services or facilities
proposed by the Joint Companies.
CONSIDERATION OF DETAILED PROPOSALS
8. (1) Within 2 months after receipt of the detailed proposals of the
Joint Companies in regard to any of the matters referred to in clause 7 of this
Agreement, the Minister shall give to the Joint Companies notice either of his
approval of the proposals or of alterations desired and, in the latter case,
shall afford to the Joint Companies opportunity to consult with and submit new
proposals to the Minister. The Minister may make such reasonable alterations to
or impose such reasonable conditions on the proposals or new proposals, as the
case may be, as he thinks fit, but the Minister shall, in any notice to the
Joint Companies, disclose his reasons for any such alteration and condition AND
PROVIDED THAT the Minister shall not make alterations to or impose conditions on
the proposals or new proposals in so far as they relate to the location of the
oil refinery site as previously determined.
(2) Any dispute or difference between the Joint Companies and the
Minister in respect of alterations made by the Minister to, or conditions
imposed by the Minister on, proposals or new proposals, as the case may be,
referred to in sub-clause (1) of this clause, shall be settled in accordance
with the manner set out in clause 19 of this Agreement.
OPERATION OF FACILITIES
9. (1) Throughout the continuance of this Agreement the Joint
Companies shall -
(a) except to the extent that the Joint Companies' proposals as
finally approved or determined as herein provided otherwise
provide allow the general public to use any roads (to the
extent that it is reasonable and practicable so to do)
constructed or upgraded by the Joint Companies PROVIDED THAT
such use shall not unduly prejudice or interfere with the
Joint Companies' operations;
(b) in the construction, operation, maintenance and use of any
work, installation, plant, machinery, equipment, service or
facility provided or controlled by the Joint Companies comply
with and observe the provisions of this Agreement and the laws
for the time being in force in the Territory;
(c) at all times keep and maintain in good repair and working
order and condition and, where necessary, replace all such
work, installation, plant, machinery and equipment and the
roads and water and electrical supplies for the time being the
subject of this Agreement;
(d) use its best endeavours to obtain the best price possible in
relation to petroleum and petroleum products and condensate
sold; and
(e) so far as reasonably and economically practicable, use labour,
materials, plant, equipment and supplies available within the
Territory where it is not prejudicial to the interests of the
Joint Companies so to do.
MUTUAL COVENANTS
10. The parties hereto COVENANT AND AGREE with each other as follows:
(a) that subject to and in accordance with the proposals approved
or determined as hereinbefore provided the Joint Companies for
their purposes and for domestic and other purposes in relation
to the oil refinery may, to the extent determined by the
Minister but notwithstanding any Act, bore for water,
construct catchment areas, store (by dams or otherwise) take
and charge for water from any Crown lands available for the
purpose and generate, transmit, supply and charge for
electrical energy and the Joint Companies shall have all such
powers and authorities with respect to water and electrical
energy as are determined by the Minister (and as are accepted
by the Joint Companies) for the purposes of this Agreement;
(b) that the Joint Companies may use any public roads which may,
from time to time, exist in the area of its operations for the
purpose of transportation of goods and materials in connection
with such operations PROVIDED NEVERTHELESS that the Joint
Companies shall on demand pay to the Territory the cost of
making good any damage to such roads occasioned by the Joint
Companies' use;
(c) that the Territory will at the request and cost of the Joint
Companies widen, upgrade or re-align any public road over
which the Territory has control;
(d) that on the cessation or determination of any lease, licence
or easement granted hereunder by the Territory to the Joint
Companies or (except as otherwise agreed by the Minister) to
an associated company or other assignee of the Joint Companies
under this Agreement of land for the Joint Companies' oil
refinery the improvements and things other than plant,
machinery, equipment and installations erected on the relevant
land and provided in connection with the oil refinery shall
remain or become the absolute property of the Territory
without compensation and freed and discharged from all
mortgages and encumbrances and the Joint Companies shall do
and execute such documents and things (including surrenders)
as the Territory may reasonably require to give effect to this
provision. In the event of the Joint Companies, immediately
prior to such expiration or determination or subsequent
thereto, deciding to remove its plant, machinery, equipment
and installations or any of them from any land it shall not do
so without first notifying the Territory of its decision and
thereby granting to the Territory the right or option
exercisable within 3 months thereafter to purchase at
valuation in situ the said plant, machinery, equipment and
installations or any of them. Such valuation shall be mutually
agreed or in default of agreement shall be made by such
competent valuer as the parties may appoint or falling
agreement as to such appointment then by 2 competent valuers
one to be appointed by each party or by an umpire appointed by
such valuers should they fail to agree;
(e) that without affecting the liabilities of the parties under
this Agreement either party shall have the right from time to
time to entrust to third parties the carrying out of any
portions of the operations which it is authorized or obligated
to carry out hereunder;
(f) that notwithstanding the provisions of any Act or any thing
done or purported to be done under any Act the valuation of
all lands (whether of a freehold or leasehold nature) the
subject of this Agreement (except as to any part upon which a
permanent residence shall be erected or which is occupied in
connection therewith) for rating purposes shall be deemed to
be on the unimproved capital value thereof and no such lands
shall be subject to any discriminatory rate;
(g) that in any of the following events, namely, if the Joint
Companies shall make default in the due performance or
observance of any of the covenants or obligations to the
Territory herein or in any lease, sublease, licence or other
title or document granted or assigned under this Agreement on
their part to be performed or observed and shall fail to
remedy that default within reasonable time after notice
specifying the default is given to them by the Territory (or -
if the alleged default is contested by the Joint Companies
and promptly submitted to arbitration - within a reasonable
time fixed by the arbitration award where the question is
decided against the Joint Companies the arbitrator finding
that there was a bona fide dispute and that the Joint
Companies had not been dilatory in pursuing the arbitration)
or if the Joint Companies shall abandon or repudiate their
operations under this Agreement or if the Joint Companies
shall go into liquidation (other than a voluntary liquidation
for the purpose of reconstruction) then and in any of such
events the Territory may, by notice to the Joint Companies,
determine this Agreement and thereupon or if the Joint
Companies shall surrender the entire oil refinery area the
rights of the Joint Companies under any lease, licence,
easement or right granted hereunder or pursuant hereto shall
thereupon determine PROVIDED HOWEVER that if the Joint
Companies shall fail to remedy any default (not being a
default in respect of their obligation to construct an oil
refinery pursuant to clause 3 of this Agreement) after such
notice or within the time fixed by the arbitration award as
aforesaid the Territory, instead of determining this Agreement
as aforesaid because of such default may itself remedy such
default or cause the same to be remedied (for which purpose
the Territory by agents workmen or otherwise shall have full
power to enter upon lands occupied by the Joint Companies and
to make use of all plant, machinery, equipment and
installations thereon) and the costs and expenses incurred by
the Territory in remedying or causing to be remedied such
default shall be a debt payable by the Joint Companies to the
Territory on demand; and
(h) that -
(i) for the purposes of determining whether and the
extent to which -
(A) the Joint Companies are liable to any person
or body corporate (other than the
Territory); or
(B) an action is maintainable by any such person
or body corporate in respect of the death or
injury of any person or damage to any
property arising out of the use of any of
the roads for the maintenance of which the
Joint Companies are responsible hereunder
and for no other purpose the Joint Companies
shall be deemed to be a municipality and the
said roads shall be deemed to be streets
under the care control and management of the
Joint Companies; and
(ii) for the purposes of this paragraph the terms
"municipality" and "road" shall have the meanings
which they respectively have in the Local Government
Act.
TERRITORY'S OBLIGATIONS
11. The Territory shall, in accordance with the Joint Companies' proposals as
finally approved or determined as hereinbefore provided and as otherwise
required by the Joint Companies to enable them to meet their obligations
hereunder, grant to the Joint Companies in fee simple or for such terms or
periods and on such terms and conditions (including renewal rights) as subject
to the proposals (as finally approved or determined as aforesaid) and other
obligations of the Joint Companies hereunder shall be reasonable having regard
to the requirements of the Joint Companies hereunder and obligations of the
Joint Companies hereunder, lands, leases, rights or easements whether under the
Petroleum (Prospecting and Mining) Act or under the provisions of the Crown
Lands Act or any other Act (as the case may require) as the Joint Companies
reasonably require for their works and operations hereunder including the
construction or provision of the roads, water supplies and stone and soil for
construction purposes.
ALTERATION OF INSTALLATIONS
12. If, at any time, the Territory finds it necessary to request the Joint
Companies to alter the situation of any of the installations or other works
erected, constructed or provided pursuant to the Joint Companies' detailed
proposals and gives to the Joint Companies notice of the request the Joint
Companies shall, within a reasonable time after receipt of the notice but at the
expense in all things (including increased operating costs) of the Territory
(unless the alteration is rendered necessary by reason of a breach by the Joint
Companies of any of its obligations hereunder), alter the situation accordingly.
DEFAULT
13. (1) In the event that the Joint Companies shall make default of their
obligation to construct an oil refinery (whether jointly or severally) pursuant
to the provisions of clause 3 of this Agreement then as and from the date of
such default as is determined by the Minister (or if the default is contested by
the Joint Companies then as and from the date such default is confirmed by the
arbitration award) the Joint Companies covenant (jointly and severally) that
they shall upon demand pay to the Territory by way of liquidated damages an
amount equal in value to an amount per barrel determined pursuant to sub-clause
(2) of this clause on all crude oil produced from the lands comprised in the
said petroleum leases during the term of the said leases and any renewals or
extensions thereof or during the period which may elapse until the Joint
Companies shall have remedied their default pursuant to this clause 13
(whichever is the shorter period).
(2) The amount per barrel from time to time payable pursuant to
sub-clause (1) of this clause shall be the amount which is the greater of -
(a) $3.00 per barrel; and
(b) $2.00 per barrel plus 10% of the amount per barrel by which
the import parity price of crude oil determined by the
Commonwealth of Australia from time to time less the amount of
the levy or other similar impost of the Commonwealth of
Australia in respect of the Mereenie Field exceeds from time
to time the sum of $27.50 (comprising the present estimated
import parity price of $30.50 less the levy applicable to the
Mereenie Field of $3.00).
(3) In the event such default as is referred to in sub-clause (1) of
this clause being contested the amount payable by way of liquidated damages
shall be paid, notwithstanding any arbitration proceedings, by the Joint
Companies into a trust account approved by the Minister.
(4) If it is finally determined by such arbitration proceedings that
the Joint Companies have not made such default all moneys paid to the said trust
account by the Joint Companies shall be refunded to them together with interest
thereon computed at the then Commonwealth long term bond rate.
INDEMNITY TO TERRITORY
14. The Joint Companies shall indemnify and keep indemnified the Territory and
its servants, agents and contractors in respect of all actions, suits, claims,
demands or costs of third parties arising out of or in connection with the
construction, maintenance or use by the Joint Companies or their servants,
agents, contractors or assignees of the Joint Companies' oil refinery or other
works or services the subject of this Agreement or the plant, apparatus or
equipment installed in connection therewith and shall, if requested so to do by
the Minister, insure in the name of themselves and the Territory against any
liability that may arise under this Agreement.
ASSIGNMENT
15. (1) The Joint Companies or any one or more of the Joint Companies
may, at any time with the consent in writing of the Minister -
(a) assign, mortgage, charge, sublet or otherwise dispose of as of
right all or any right under this Agreement;
(b) assign, mortgage, charge, sublet or otherwise dispose of as of
right to any other associated company all or any right under
this Agreement;
(c) assign, mortgage, charge, sublet or otherwise dispose of to
any other company or person all or any right under this
Agreement (including a right to or as the holder of any lease,
licence, easement, grant or other title) and of the
obligations of the Joint Companies under this Agreement; and
(d) appoint any other company or person to exercise all or any of
the powers, functions and authorities which are or may be
conferred on the Joint Companies under this Agreement,
subject however to the assignee or (as the case may be) the appointee executing
in favour of the Territory a deed of covenant in a form to be approved by the
Minister to comply with observe and perform the provisions hereof on the part of
the Joint Companies to be complied with observed or performed in regard to the
matter or matters so assigned or (as the case may be) the subject of the
appointment.
(2) Notwithstanding anything contained in or anything done under or
pursuant to sub-clause (1) of this clause the Joint Companies shall at all times
during the currency of this Agreement be and remain liable for the due and
punctual performance and observance of all the covenants and agreements on their
part contained herein and in any lease, licence, easement, grant or other title
the subject of an assignment under sub-clause (1) of this clause PROVIDED
HOWEVER that the Minister may agree to release the Joint Companies or any one or
more of them from such liability where having regard to all the circumstances of
any such assignment, mortgaging, charging, subletting, disposition or
appointment as referred to in sub-clause (1) of this clause he considers such
release will not be contrary to the interest of the Territory under this
Agreement.
VARIATION OF AGREEMENT
16. The parties hereto may from time to time by mutual agreement in writing add
to, cancel or vary all or any of the provisions of this Agreement or of any
lease, licence, easement or right granted hereunder or pursuant hereto for the
purpose of implementing or facilitating the carrying out of such provisions or
for the purpose of facilitating the carrying out of some separate part or parts
of the Joint Companies' operations hereunder by any other company with which the
Joint Companies may have entered into association as a separate and distinct
operation or for the establishment or development of any industry making use of
the petroleum within the lease area or such of the Joint Companies' works,
installations, services or facilities the subject of this Agreement as shall
have been provided by the Joint Companies in the course of work done under this
Agreement.
DELAYS
17. This Agreement shall be deemed to be made subject to any delays in the
performance of obligations under this Agreement and to the temporary suspension
of continuing obligations hereunder which may be occasioned by or arise from
circumstances beyond the power and control of the party responsible for the
performance of such obligations including delays or such temporary suspension as
aforesaid caused by or arising from an act of God, force majeure, floods,
storms, tempests, washaways, fire (unless caused by the actual fault or privity
of the Joint Companies), act of war, act of public enemies, riots, civil
commotions, strikes, lockouts, stoppages, restraint of labour or other similar
acts (whether partial or general), shortages of labour or essential materials,
reasonable failure to secure contractors, delays of contractors, an inability
(common in the petroleum industry) to profitably sell petroleum or factors due
to Australian or overall work economic conditions or factors which could not
reasonably have been foreseen PROVIDED ALWAYS that the party whose performance
of obligations is affected by any of the said causes shall use its best
endeavours to minimize the effect of the said causes as soon as possible after
their occurrence and that no party shall be required to settle or compromise any
strike or labour dispute or similar occurrence to its disadvantage.
EXTENSION OF TIME
18. (1) Notwithstanding any provision hereof the Minister may at the
request of the Joint Companies from time to time extend any period or date
referred to in this Agreement for such period or to such later date as the
Minister thinks fit and the extended period or later date when advised to the
Joint Companies by notice from the Minister shall be deemed for all purposes
hereof substituted for the period or date so extended.
(2) The Territory acknowledges that the 3 year period respectively
referred to in sub-clauses (1) and (3) of clause 3 of this Agreement for the
commencement and completion of the project covered by proposals referred to in
clauses 6 and 7 of this Agreement have been agreed on the basis that each of
such proposals would be determined within 2 months of its submission. If such is
not the case the Joint Companies shall be entitled to extend the periods for
commencement and completion by such period as they shall demonstrate to be
reasonable under the circumstances.
ARBITRATION
19. (1) Any dispute or difference between the parties arising out of or in
connection with this Agreement or any agreed amendment or variation thereof or
agreed addition thereto or as to the construction of this Agreement or any such
amendment variation or addition or as to any of the rights duties or liabilities
of either party thereunder or as to any matter to be agreed upon between the
parties under this Agreement shall in default of agreement between the parties
and in the absence of any provision in this Agreement to the contrary be
referred to and settled by arbitration under the provisions of the Arbitration
Act of the State of South Australia in its application to the Territory or such
other Act in relation to the law of arbitration that has general application in
the Territory.
(2) Without limiting the generality of this clause there may be
referred to arbitration under this clause any dispute or difference concerning
the oil refinery including the following:
(a) the location and capacity of the oil refinery;
(b) whether the construction of an oil refinery is not
economically viable and the Minister's request referred to in
sub-clause (1) of clause 3 of this Agreement should lapse;
(c) whether the Joint Companies have satisfied the oil refinery
obligation pursuant to this Agreement; and
(d) whether the Joint Companies are in default in their obligation
with respect to the construction of an oil refinery pursuant
to this Agreement.
(3) The arbitrator, arbitrators or umpire (as the case may be) of any
submission to arbitration hereunder is hereby empowered upon application by
either party hereto to grant any interim extension of time or date referred to
herein which, having regard to the circumstances, may reasonably be required in
order to preserve the rights of either or both parties hereunder and an award in
favour of the Joint Companies may, in the name of the Minister, grant any
further extension of time for that purpose.
NEW PROCESSES
20. Nothing in this Agreement shall in any way prevent or limit the Joint
Companies at their sole discretion from adopting for the discharge of their
obligations hereunder new processes or equipment incorporating the latest
technical developments from time to time available whether or not used by the
Joint Companies elsewhere in their operations.
NOTICES
21. A notice, consent or other writing authorized or required by this Agreement
to be given or sent shall be deemed to have been duly given or sent by the
Territory if signed by the Minister or by a senior officer of the Public Service
of the Territory acting on the direction of the Minister and forwarded by
prepaid post to each of the Joint Companies at their respective registered
offices for the time being in the Territory or other offices in the Territory
nominated in writing by the respective Companies by the Joint Companies if
signed on their behalf by a managing director or a secretary or by any other
person or persons authorized by the Joint Companies in that behalf or by their
solicitors as notified to the Territory from time to time and forwarded by
prepaid post to the Minister and any such notice, consent or writing shall be
deemed to have been duly given or sent on the day on which it would be delivered
in the ordinary course of post.
LAW OF AGREEMENT
22. This Agreement shall be interpreted according to the law for the time being
in force in the Territory.
IN WITNESS WHEREOF the Minister for Mines and Energy has for and on behalf of
the Territory hereunto set his hand and the Joint Companies have hereunto
affixed their common seals the day and year first above written.
SIGNED SEALED AND DELIVERED )
)
by XXX XXXXXXX TUXWORTH, the )
)
Minister for Mines and Energy, for )
)
and on behalf of the Northern )
)
Territory of Australia )
/s/ Xxx Xxxxxxx Tuxworth
............................................
THE COMMON SEAL of MAGELLAN )
)
PETROLEUM (N.T.) PTY LTD was )
)
hereunto affixed by authority of )
)
the Directors in the presence of )
/s/ Xxx X. Xxxxxxx
Director ..........................
/s/ Xxxxxx Xxxxxx
Secretary ..........................
THE COMMON SEAL of UNITED CANSO )
)
OIL & GAS CO. (N.T.) PTY LTD )
)
was hereunto affixed by authority )
)
of the Directors in the presence of )
/s/ Xxx X. Xxxxxxx
Director ..........................
/s/ Xxxxxx Xxxxxx
Secretary ..........................
THE COMMON SEAL of OILMIN )
)
(N.T.) PTY LTD was hereunto )
)
affixed by authority of the Directors )
)
in the presence of )
/s/
Director ..........................
/s/
Secretary ..........................
THE COMMON SEAL of TRANSOIL )
)
(N.T.) PTY LTD was hereunto )
)
affixed by authority of the Directors )
)
in the presence of )
/s/
Director ..........................
/s/
Secretary ..........................
THE COMMON SEAL of KREWLIFF )
)
INVESTMENTS PTY LTD was hereunto )
)
affixed by authority of the Directors )
)
in the presence of )
/s/
Director ..........................
/s/
Secretary ..........................
THE COMMON SEAL of FARMOUT )
)
DRILLERS N.L. was hereunto )
)
affixed by authority of the Directors )
)
in the presence of )
/s/
Director ..........................
/s/
Secretary ..........................
