Sch 1

Schedule 1 THIS INDENTURE made the 26th day of November 1981 BETWEEN: THE STATE OF SOUTH AUSTRALIA (hereinafter referred to as "the State") of the First Part and SANTOS LIMITED a Company incorporated under the laws of the State of South Australia and having its registered office at 183 Melbourne Street, North Adelaide in that State (hereinafter referred to as "Santos" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Second Part DELHI PETROLEUM PTY. LIMITED a Company incorporated under the laws of the State of South Australia and having its registered office at 33 King William Street, Adelaide in that State (hereinafter referred to as "DPPL" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Third Part SOUTH AUSTRALIAN OIL & GAS CORPORATION PTY. LTD. a Company incorporated under the laws of the State of South Australia and having its registered office at 226 Melbourne Street, North Adelaide in that State (hereinafter referred to as "SAOG" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Fourth Part BASIN OIL NO LIABILITY a Company incorporated under the laws of the State of New South Wales and having its registered office at C/- Priestly and Morris, 37 Pitt Street, Sydney in that State (hereinafter referred to as "Basin" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Fifth Part BRIDGE OIL LIMITED a Company incorporated under the laws of the State of New South Wales and having its registered office at 60 Margaret Street, Sydney in that State (hereinafter referred to as "Bridge" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Sixth Part BRIDGE OIL DEVELOPMENTS PTY. LIMITED a Company incorporated under the laws of the State of New South Wales and having its registered office at 60 Margaret Street, Sydney in that State (hereinafter referred to as "BOD" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Seventh Part TOTAL EXPLORATION AUSTRALIA PTY. LIMITED a Company incorporated under the laws of the State of New South Wales and having its registered office at 168 Walker Street, North Sydney in that State (hereinafter referred to as "TEA" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Eighth Part REEF OIL NO LIABILITY a Company incorporated under the laws of the State of New South Wales and having its registered office at C/- Priestly and Morris, 37 Pitt Street, Sydney in that State (hereinafter referred to as "Reef" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Ninth Part VAMGAS LIMITED a Company incorporated under the laws of the State of New South Wales and having its registered office at Suite 801, London Assurance House, 20 Bridge Street, Sydney in that State (hereinafter referred to as "Vamgas" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Tenth Part ALLIANCE PETROLEUM AUSTRALIA NO LIABILITY a Company incorporated under the laws of the State of Victoria and having its registered office at 30 Collins Street, Melbourne, in that State (hereinafter referred to as "Alliance" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Eleventh Part CRUSADER RESOURCES N.L. a Company incorporated under the laws of the State of Victoria and having its registered office at 44 Market Street, Melbourne in that State (hereinafter referred to as "Crusader" which expression when hereinafter used shall include its successors and permitted assigns wherever the context shall so require or admit) of the Twelfth Part and THE MINISTER OF MINES AND ENERGY being the corporation sole referred to in section 11 of the Mining Act, 1971-1981 of the State of South Australia (hereinafter referred to as the "Minister") of the Thirteenth Part WHEREAS: PART I PURPOSE OF AGREEMENT A. The parties of the Second to the Twelfth Part of this Indenture both inclusive, that is to say Santos, DPPL, SAOG, Basin, Bridge, BOD, TEA, Reef, Vamgas, Alliance and Crusader (and when hereinafter used the expression "the Producers" shall mean the parties of the Second to the Twelfth Part of this Indenture both inclusive or such of them as shall be parties to this Indenture from time to time and in addition shall include the successors and permitted assigns of each of the parties of the Second to the Twelfth Part of this Indenture both inclusive, wherever the context shall so require or admit), have access to reserves of petroleum (hereinafter defined) in the State (hereinafter defined) and elsewhere and from the production thereof propose to extract and treat, by means of various processes involving the use of certain plant and equipment, Product (hereinafter defined); B. The Producers have by an instrument of even date with this Indenture been granted Pipeline Licence No. 2 (hereinafter defined) enabling them to construct, install and operate a pipeline (hereinafter defined) subject to certain Conditions contained in Pipeline Licence No. 2; C. The said pipeline is required by the Producers to be constructed, installed and operated for the conveyance of Product from the vicinity of Moomba in the State to the vicinity of Stony Point in the State; D. It is a Condition of Pipeline Licence No. 2 that the pipeline shall be constructed and installed within the boundaries of certain lands, the right, title and interest in which have been or will be acquired by PASA (hereinafter defined); E. It is a further Condition of Pipeline Licence No. 2 that before causing construction and installation of the pipeline to commence the parties therein described as Licensees, being the same parties as those described in this Indenture as the Producers, shall have identified to them by PASA the position where the pipeline shall be installed so as not to cause damage to or interference with the operation of the existing natural gas pipeline owned by PASA; and further that the Licensees shall comply with any relevant direction or instruction given by PASA in this regard and further that the pipeline route, as nearly as possible, shall be parallel to the existing natural gas pipeline owned by PASA, from Moomba to a point in the near vicinity of Compressor Station No. 4 on the said natural gas pipeline, thence south-westerly and southerly, to a delivery point at a fractionation and storage facility to be constructed in the vicinity of Stony Point; but that without limiting the generality of the foregoing the pipeline shall unless otherwise approved in writing by PASA be installed in such a position as not to be closer at any point than twenty metres to the western boundary of any land in relation to which PASA shall have a right, title or interest for any purpose in connection with the existing natural gas pipeline owned by PASA. An approximate indication only of the pipeline route is shown on the plan annexed hereto as Schedule 1; F. Subject as hereinbefore provided the parties to this Indenture intend that PASA will grant to the Producers in relation to a certain part of the pipeline land (hereinafter defined) the rights and interests hereinafter described for the purpose of enabling the Producers to conduct activities contemplated under this Indenture; G. The parties to this Indenture further propose that certain other grants be made to the Producers in order to facilitate the extraction and treatment of Product by the Producers; H. The Producers propose to make substantial capital expenditures to construct and install fractionation plant and Marine Facilities (hereinafter defined) and to construct and install certain other plant and equipment associated therewith in the vicinity of Stony Point; I. PASA and the Producers have prepared separately Environmental Impact Statements in relation to the proposed use of certain lands within the State for purposes related to this Indenture. Both such Environmental Impact Statements have been approved by all necessary Commonwealth (hereinafter defined) and State Government authorities and departments; J. The parties hereto now desire to enter into this Indenture in order to define their respective rights, duties and obligations with regard to the abovementioned matters; K. The State being of the opinion that the project contemplated by this Indenture will maximise the development of an important resource, generate short and long term economic and other benefits to the State generally and particularly the Northern and Central areas of the State and encourage exploration for petroleum; L. The State being desirous that encouragement and support be given to enable the establishment of a petrochemical complex and the provision of greater security of petroleum supply in the State (with a view to reducing the risk of disruption of petroleum supply to the South Australian Community and industry) utilising petroleum produced from the Cooper Basin areas as a feedstock; and M. The parties hereto further desire to amend The Schedule to the Cooper Basin (Ratification) Act 1975 (hereinafter referred to as the "Cooper Basin Indenture") as provided for in Part XXX and Schedule 5 of this Indenture in order to attain the objects of this Indenture; NOW THIS INDENTURE WITNESSETH and it is hereby convenanted and agreed by and between the parties hereto as follows:— PART II PRELIMINARY 1. This Indenture as the same may be varied or replaced from time to time shall be known as "The Stony Point (Liquids Project) Indenture", and is referred to herein as "this Indenture". 2. In this Indenture and in the Schedules hereto except where terms and expressions are expressly defined hereunder the Acts Interpretation Act, 1915-1975 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 in the context by express words or necessary implication a contrary intention appears: (1) "the Commencement Date" means the date upon which the Stony Point (Liquids Project) Ratification Bill, 1981 (hereinafter defined) comes into operation as an Act (and when hereinafter appearing the expression "the Ratifying Act" means the Stony Point (Liquids Project) Ratification Bill, 1981 when it comes into operation as an Act); (2) "Commonwealth" means Commonwealth of Australia; (3) "condensate" means a mixture of hydrocarbons existing in natural underground gas reservoirs that is recoverable and which is in a liquid state at standard temperature and pressure after passing through surface separation facilities and which is produced From a gas well but does not include hydrocarbons in the liquid state derived from gas associated with crude oil production; (4) "the Contiguous Land" shall have the same meaning as that ascribed to that expression in clause 10 of this Indenture; (5) "crude oil" means a mixture of hydrocarbons existing in natural underground oil reservoirs which remains in a liquid state at standard temperature and pressure after recovery and which is produced from an oil well and includes hydrocarbons in the liquid state derived from gas associated with crude oil production; (6) "the currency of this Indenture" means the period during which this Indenture remains in full force and effect in accordance with clause 94 of this Indenture; (7) "day", "month" and "year" means calendar day, calendar month and calendar year respectively; (8) "ethane" means a saturated hydrocarbon substance with molecules containing two atoms of carbon occurring naturally but may include a mixture of ethane with impurities where ethane is predominant in the mixture; (9) "ETSA" means The Electricity Trust of South Australia, a body corporate pursuant to the provisions of the Electricity Trust of South Australia Act, 1946-1980 and any successor which assumes the same, or substantially the same, functions as are performed by ETSA at the date hereof; (10) "the Jetty" means the jetty which shall commence at a point on the Services Corridor (hereinafter defined) proceeding in approximately a southerly direction into the waters of Spencer Gulf at Stony Point for a distance of approximately two thousand four hundred metres; (11) "liquefied petroleum gas" means a mixture of hydrocarbons with molecules containing predominantly three or four atoms of carbon occurring naturally; (12) "Marine Facilities" means all submarine loading lines and pipelines, harbour and port facilities, the Jetty, landing-place and shipping berths and all related and ancillary facilities more particularly referred to in Part XV of this Indenture; (13) "the Minister of Marine" means the Minister of the Crown to whom for the time being is committed the administration of Part III of the Harbors Act, 1936-1981. (14) "natural gas" or "gas" means and includes any naturally occurring hydrocarbons in a gaseous state and any naturally occurring mixture of one or more hydrocarbons in a gaseous state and one or more of the trace gases hydrogen sulphide, nitrogen and helium and carbon dioxide and in addition means and includes the residue gas resulting from the treating or processing of natural gas; (15) "PASA" means Pipelines Authority of South Australia, a body corporate pursuant to the provisions of the Pipelines Authority Act, 1967-1981 and any successor which assumes the same, or substantially the same, functions as are performed by PASA at the date hereof; (16) "the PASA and Producers (Right of Way) Agreement" means the agreement of even date with this Indenture made between PASA and the Producers relating (amongst other things) to the subject matter of recitals E and F of this Indenture as the same may be varied or replaced from time to time; (17) "person" in addition to a natural person includes a body corporate and any agency, authority or instrumentality of the Crown; (18) "petroleum" means any naturally occurring hydrocarbon or mixture of hydrocarbons in gaseous, liquid or solid state (unless otherwise stated) whether occurring with or in combination with other substances or not but does not include coal or oil shale or any substance derived from coal or oil shale by subjecting it to an industrial process; (19) "pipeline" means the pipeline which is the subject of Pipeline Licence No. 2; (20) "the pipeline land" means the land more particularly described in the PASA and Producers (Right of Way) Agreement and for the purpose of identification only delineated by the line marked "Liquids Pipeline" on the plan annexed hereto as Schedule 1; (21) "Pipeline Licence No. 2" means the pipeline licence of even date with this Indenture granted by the Minister in favour of the Producers pursuant to the provisions of Part IIB of the Petroleum Act, 1940-1981 of the State, as the same may be varied or replaced from time to time, in the form now produced to and signed in the margin thereof by the signatories to this Indenture for the purposes of identification; (22) "Product" means crude oil, condensate, ethane and liquefied petroleum gas or any one or more thereof; (23) "the Proposed Development Site" means the lands delineated and designated as such on the plan annexed hereto as Schedule 2 and identified in writing by the words "Proposed Development Site" thereon but does not include the Marine Facilities or the Contiguous Land; (24) "the Road Reserve" means the road reserve referred to more particularly in Part XI hereof; (25) "the Services Corridor" means lands more particularly referred to in Part VIII of this Indenture: (26) "the State" means the State of South Australia; and (27) "The Stony Point (Liquids Project) Ratification Bill,  1981" or the "Bill" means the Bill for an Act intituled "the Stony Point (Liquids Project) Ratification Bill, 1981", being a Bill for an Act having those purposes and effects more particularly described in clause 4 of this Indenture a true copy of which is produced to the signatories to this Indenture and signed in the margin thereof by the signatories hereto for the purposes of identification. 3. In this Indenture and in the Schedules hereto where the case so admits or requires: (1) Capital letters when used shall be deemed to include the lower case and vice versa; (2) Headings (save and except for Part and clause and sub-clause numbers) shall form no part of nor shall they be used in an interpretation of this Indenture; (3) Reference to any Act, regulation or by-law shall be deemed to include all amendments thereto and to all statutory or other provisions from time to time substituted therefor and reference to any particular section of any Act or paragraph of any regulation or by-law shall be deemed to include all amendments thereto and all statutory or other provisions from time to time substituted therefor; (4) Reference to any Minister of the Crown includes the person for the time being holding the office or performing the duties of such Minister; (5) The clauses of this Indenture shall have effect in addition to and not in substitution for or in derogation of any rights conferred upon the Producers or any of them in any licence issued pursuant to the provisions of the Petroleum Act, 1940-1981 of the State, or of any other agreement referred to in this Indenture; (6) Sums of money are expressed in Australian currency; and (7) Where reference is made to the Consumer Price Index or C.P.I. such reference shall be to the Weighted Average Six States Capital Cities Consumer Price Index (All Groups) as published by the Australian Bureau of Statistics (Base: 1966/67 = 100). If the said Bureau ceases at any time to publish the said Consumer Price Index, the State and the Producers shall confer and agree upon the adoption of another suitable index or standard. PART III RATIFICATION 4. As soon as practicable after the due execution of this Indenture the Government of the State will sponsor and introduce into the Parliament of the State a Bill for an Act to be intituled "the Stony Point (Liquids Project) Ratification Bill, 1981," and endeavour to secure its passage and have it come into operation as an Act prior to 31st December, 1981 for the purposes (amongst other things) of: (1) Approving and ratifying this Indenture and to provide for the carrying of this Indenture into effect; (2) Authorising, empowering and requiring the State, the Minister, the Minister of Marine and PASA to do all things necessary or expedient for the carrying out and giving of full effect to this Indenture, Pipeline Licence No. 2 and the PASA and Producers (Right of Way) Agreement; and (3) Amending certain Acts of Parliament of the State. The Bill shall be in the form now produced to and signed in the margin thereof by the signatories to this Indenture for the purposes of identification. 5. Clauses 1, 2, 3, 4, 5, 6, 7, 8 and 21, of this Indenture shall come into operation and take effect upon the due execution of this Indenture by the parties hereto. 6. The remainder of the clauses of this Indenture shall operate and take effect upon the Stony Point (Liquids Project) Ratification Bill, 1981, commencing to operate as an Act. 7. If the Stony Point (Liquids Project) Ratification Bill, 1981, does not come into operation as an Act on or before the 3lst day of December 1981, or such later date as the parties to this Indenture may agree in writing, in the same terms as those now contained in the Stony Point (Liquids Project) Ratification Bill, 1981, or in such other terms as the parties hereto otherwise may agree in writing, this Indenture shall lapse on and with effect from that date and further the PASA and Producers (Right of Way) Agreement and Pipeline Licence No. 2 shall lapse on and with effect from that date and in that event none of the parties hereto shall have any claim at law or in equity against any other of them with respect to any act, matter or thing arising out of, done, performed or omitted to be done or performed under this indenture, the PASA and Producers (Right of Way) Agreement or Pipeline Licence No. 2. 8. At any time before the 31st day of December, 1981, at the request and with the concurrence of all the Producers, the State shall agree to the withdrawal of a Producer from its rights and obligations under this Indenture in circumstances where the Producers inform the Minister that they are not satisfied that satisfactory arrangements have been made for the financing of the obligations of the relevant Producer in connection with the activities contemplated by this Indenture and further providing that the other Producers have agreed with the State to assume all of the obligations under this Indenture of the Producer the subject of such request and in that event the rights and obligations of that Producer under this Indenture and Pipeline Licence No. 2 and the PASA and Producers (Right of Way) Agreement shall thereupon cease and shall ipso facto be assumed by and become the rights and obligations of the other Producers but in all other respects the rights and obligations of the other Producers under this Indenture and Pipeline Licence No. 2 and the PASA and Producers (Right of Way) Agreement shall be unaffected by such a withdrawal of a producer. PART IV THE LAND 9. The State shall grant or procure the grant to the Producers or such person as the Producers otherwise may nominate in writing to the State at the cost provided in clause 16 of this Indenture an estate in fee simple in the Proposed Development Site, as soon as practicable after the Producers shall request the State to do so. 10. On or before the 31st day of March 1983, the State shall reserve an area of land not less than Forty hectares in area, contiguous with the Proposed Development Site, suitable for purposes related to the use of Product (hereinafter referred to as the Contiguous Land). In the event that the Producers can demonstrate to the reasonable satisfaction of the State that the Contiguous Land (or part thereof) is required for purposes related to the use of Product, including but not limited to the operation of any plant or equipment for the further processing of Product by or for the benefit of the Producers, the State shall grant an estate in fee simple in the Contiguous Land or part thereof (to the extent demonstrated by the Producers in accordance with this clause) to the Producers or such person as the Producers may nominate to the State in writing. Notwithstanding the foregoing in the event that a person not a party to this Indenture demonstrates to the satisfaction of the Minister that he can use the whole or a part of the Contiguous Land for purposes related to the use or processing of Product the State may, with the concurrence of the Producers (which concurrence shall not unreasonably be withheld), grant such land as an estate in fee simple to such person. 11. For the purposes of clause 10 of this Indenture the locating of the Services Corridor, road or an environmentally sensitive area (being any area of land in the vicinity of Stony Point in relation to the use of which restrictions have been imposed as a consequence of the approval by an authority or department of the Government of either the Commonwealth or the State of an Environmental Impact Statement prepared on behalf of PASA or the Producers in relation to the subject matter of this Indenture) between the Proposed Development Site and an area proposed to be reserved as the Contiguous Land shall not prevent such proposed area being reserved as the Contiguous Land. 12. After a period of ten years has elapsed from the date of this Indenture the State may sell or otherwise dispose of any interest in any part of the Contiguous Land not granted under clause 10 hereof without the consent of the Producers. 13. Any estate in fee simple granted by or at the direction of the State pursuant to clause 9 of this Indenture or any estate in the Contiguous Land granted by or at the direction of the State shall be freed and discharged of all interests, trusts, dedications, reservations (save and except reservations of both minerals and petroleum) mortgages, charges and encumbrances of any kind whatsoever unless the person to whom any such grant shall be made by or at the direction of the State otherwise shall agree in writing. 14. Any and all buildings, structures, improvements and plant, equipment or other property of whatsoever nature or kind now or hereafter situate upon or under or forming part of or attached to or annexed to any land comprising the Proposed Development Site or the land the subject of a grant of an estate in fee simple to the Producers or any of them pursuant to clause 10 of this Indenture shall, unless otherwise requested by the Producers, notwithstanding any provision of any Act or regulation or of any rule of law or equity to the 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, or held on trust for, the Producers or such of them as are entitled thereto. 15. Except with the agreement of the Producers for the more effective working of the site, the State will not compulsorily acquire nor resume possession of any land or right, title or interest therein granted to the Producers or any of them or such person as the Producers may nominate to the State in writing pursuant to this Indenture for so long as such land is being used for or in connection with processing of petroleum. 16. The sale price of the Proposed Development Site to the Producers shall be an amount of money equivalent to the reasonable costs incurred by the State in the vicinity of Stony Point in making the Proposed Development Site available and suitable for purposes contemplated by this Indenture which amount shall not exceed $480 000 and shall be paid by the Producers to the State at a time to be agreed between the State and the Producers. 17. The Contiguous Land or part thereof granted to the Producers or any of them or a person nominated in writing to the State by the Producers shall be granted free of charge to the Producers providing that the Producers bear the cost of surveying, fencing and other costs associated with the transfer of the Contiguous Land and the cost of removal of unexploded military ordnance from the Contiguous Land. 18. To the extent that the provisions of the Coast Protection Act, 1972-1978 shall apply to the Proposed Development Site or to the Contiguous Land any consent or approval required to be given pursuant thereto shall be deemed properly and sufficiently to have been given if given by the Minister, in writing. PART V SHACKS 19. The State agrees that as soon as practicable after the Commencement Date it will cause all necessary action to be taken after consultation with the Producers to gain or resume possession of the Proposed Development Site. Without limiting the generality of the foregoing the State will resume possession of land within the boundaries of the Proposed Development Site which at the Commencement Date shall be the subject of any Crown Lease for Holiday Accommodation Purposes, granted pursuant to the Crown Lands Act, 1929-1978. 20. The Producers agree that as soon as practicable after transfer of title to the Producers or their nominee of the Proposed Development Site they will cause to be removed at their cost any improvements (including any debris remaining after the partial removal of improvements) remaining on the Proposed Development Site. 21. Providing that the State has gained or resumed possession of the Proposed Development Site the State shall at the request of the Producers give possession of the Proposed Development Site or to such part thereof in respect of which it has gained or resumed possession prior to the Commencement Date to the Producers or their nominee for any purpose related to this Indenture but not including the removal of any improvements erected on the Proposed Development Site. In that event the granting of possession shall be on such terms and conditions as may be imposed by the State. 22. The Producers agree that they will repay to the State such reasonable sums of money which the State from time to time shall pay after consultation with the producers to any former lessee of the Crown as a consequence of the gaining or resumption of possession of any land within the boundaries of the Proposed Development Site the subject of a Crown Lease for Holiday Accommodation Purposes and will pay to the State such reasonable sums of money which the State shall have paid to any such former lessee by way of compensation in respect of the premature termination of any such Crown Lease for Holiday Accommodation Purposes. The sums of money in this clause shall include but not be limited to legal costs and expenses incurred by the State in connection with legal proceedings arising out of the gaining or resumption of possession of any such land. 23. During the currency of this Indenture the parties to this Indenture shall comply with any decision of the Commonwealth or State Governments arising out of assessment of the Environmental Impact Statements referred to in recital I hereof so far as a requirement shall be expressed therein to remove any improvements constructed on any land whether or not herein referred to. 24. Without limiting the generality of the foregoing, during the currency of this Indenture, if circumstances change to affect the safe operation of any plant or equipment located on the Proposed Development Site or the Marine Facilities or any other land granted to the Producers or any of them being used or to be used for activities contemplated pursuant to the provisions of this Indenture and the removal of any shacks constructed in the vicinity of the Proposed Development Site becomes necessary, the State, by notice in writing served on the Producers and after consultation with the Producers, may require them to remove or pay the reasonable costs of removal of all or any improvements in the vicinity of the Proposed Development Site within a reasonable period of time to be stated in the said notice and in that event the Producers shall remove or pay the costs of removal of all improvements to which reference shall be made in the said notice and, in addition, the Producers will pay to the State such reasonable sums of money which the State shall have paid to any former lessee by way of compensation in respect of the premature termination of any Crown Lease for Holiday Accommodation Purposes relating to the subject matter of this clause. 25. In the event that during a period of fifteen years from the date of this Indenture the State grants an interest in land at Stony Point in the vicinity of the Proposed Development Site to a person other than the producers the State shall pay to the Producers such amount as is agreed between the Minister and the Producers, or in default of agreement as determined by arbitration in accordance with Part XXII of this Indenture, which shall be an apportionment of the costs incurred pursuant to clauses 23, 24 and 34. 26. The parties hereto agree that they will take all steps reasonably necessary promptly and effectually to implement the provisions of Part V of this Indenture. PART VI USE OF LAND 27. The provisions of Parts IV, V and VI of the Planning and Development Act, 1966-1981, shall not apply to the Proposed Development Site, the Contiguous Land and the Services Corridor. 28. Any land to be used for the purposes of this Indenture at Stony Point may be used for the purpose of the construction and operation of any or all of the fractionation plant, refinery, storage facilities, Marine Facilities and such other facilities as may be used for activities contemplated pursuant to the provisions of this Indenture and so as to permit the construction and operation of any plant or equipment for the further processing of Product whether or not by the Producers or any of them, notwithstanding the provisions of the Planning and Development Act, 1966-1981 or any other Act. PART VII RATES, TAXES, IMPOSTS AND OTHER CHARGES 29. (1) The State shall ensure that notwithstanding the provisions of any legislation or regulation to the contrary effect or anything done or purported to be done under any such legislation or regulation the Producers or any of them or their nominee under this Indenture shall not be subject to any rate, tax or impost which discriminates adversely between the Producers and other industrial or commercial enterprises in the State. A tax whether of general application or limited application shall be deemed to discriminate adversely against the Producers if it impinges unfairly on the Producers. (2) Without limiting the generality of sub-clause (1) of this clause until the 31st day of December, 1992, a royalty, tax or impost which in law or in fact only applies to the Producers shall be deemed to discriminate adversely against the Producers provided that a royalty or pipeline licence fee referred to in this Indenture shall not be deemed to discriminate adversely merely because the Producers are the only persons in the State paying such a royalty or pipeline licence fee. 30. Nothing in this Indenture contained shall relieve the Producers from liability to pay to the State or any instrumentality of the Crown by measure for the volumes of water or electric power supplied to the Producers, at the appropriate tariff charge as published from time to time by the Engineering and Water Supply Department of the State and ETSA, together with an additional charge based upon the reasonable costs incurred by the State or instrumentality of the Crown after consultation with the Producers whether for capital or recurrent operating costs or otherwise incurred in relation to the delivery to the Producers of water or electric power in accordance with the succeeding clauses of this Indenture. PART VIII THE SERVICES CORRIDOR 31. As soon as practicable after the date of this Indenture the Minister, by notice in writing to the Producers and after consultation with the Producers, will identify precisely a part of the lands in the vicinity of Stony Point, not being the Proposed Development Site, as the Services Corridor. The approximate position and boundaries of the Services Corridor shall be as delineated and designated on the plan annexed hereto as Schedule 3 and indicated by the words "Services Corridor" thereon. The land so identified by the Minister is referred to herein as the "Services Corridor" and shall be owned by the State. 32. The State after due consultation between the Minister or his nominee and the Producers shall grant free of charge to the Producers, their servants, agents, employees and contractors full right, liberty and authority:— (1) To install, repair, examine and remove loading, transfer and return pipelines (and such other structures as the Minister may approve) on over or under any part of the Services Corridor adjacent to the Proposed Development Site and foreshore and for this purpose to enter upon, break the surface of and restore the surface of the Services Corridor or foreshore; and (2) To have access to and over the Services Corridor and foreshore in order to conduct activities contemplated under this Indenture and to authorise other persons to have access to the foreshore for purposes related to those activities. 33. As soon as practicable and in any event not later than ninety days after the date of this Indenture the Producers shall use their best endeavours to engage a contractor on their behalf for the purpose of removing unexploded military ordnance from the Services Corridor. The contractor so engaged shall possess sufficient knowledge, experience, skill, plant and equipment to remove unexploded military ordnance from the Services Corridor in a proper and workmanlike manner and shall be approved by the Minister. 34. The cost of removal of unexploded military ordnance from the Services Corridor shall be borne by the Producers. The Producers shall comply at their cost with the requirements of the Department of Environment and Planning of the State in relation to rehabilitation of the Services Corridor after removal of unexploded military ordnance. 35. The Producers indemnify and save harmless from all loss, actions, claims, suits, demands, compensation or the like which the State or the Minister or any of its or their servants, agents, instrumentalities or employees may incur during the currency of this Indenture as a result of loss of, injury or damage to any person or any property owned by any person arising out of or incidental to the detonation, ignition or explosion of any gas or other substance emanating from any such unexploded military ordnance in or on the Services Corridor providing that any such person suffering loss of, or injury or damage either to that person or his property shall, at the time the loss, injury or damage was sustained was engaged on business or activity or a course of conduct related to the operations of the Producers pursuant to this Indenture. The State will consult with the Producers before acknowledging liability in respect of any claim for compensation or the like made against the State in this regard. PART IX ELECTRIC POWER 36. The State will procure ETSA to supply electric power to the producers or their nominee during the currency of this Indenture in accordance with their requirements under ETSA's Conditions of Supply. ETSA will not be required to supply electric power in excess of 80 kilowatts before the first day of January 1983 or to supply electric power between the first day of January 1983 and the thirty first day of December 1983 in excess of 3 megawatts or on and after the first day of January 1984 in excess of 10 megawatts. PART X WATER 37. The State shall supply water to the proposed Development Site from the Morgan to Whyalla Pipeline at an approximate rate of flow of 13 litres per second under conditions to be agreed between the Producers and the Engineering and Water Supply Department of the State. 38. Notwithstanding anything in this Indenture appearing, the State shall use its best endeavours to ensure that the supply of water to the Proposed Development Site shall commence within 4 months of notification in writing to the State by the Producers of completion of the work of the contractor pursuant to clause 33 of this Indenture. 39. For the purpose of the supply of mains water the State will cause a water pipeline to be laid as soon as practicable from the existing Morgan to Whyalla water pipeline to a point on the Proposed Development Site to be fixed between the State and the Producers. The costs of and incidental to laying the water pipeline shall be subject to the provisions of Schedule 4 to this Indenture. 40. The Producers agree that they will accept all volumes of mains water supplied pursuant to this Indenture in the physical, chemical and biological condition in which they arrive at the Proposed Development Site. 41. The Producers may at their expense but without payment of any rental, royalty or other charge draw water from the sea and use such water for fire fighting and such other activities contemplated pursuant to the provisions of this Indenture which other activities shall be subject to the approval of the Minister. 42. The Producers after consultation and agreement with the State (which agreement shall not unreasonably be withheld) at their expense may draw water from underground aquifers in the vicinity of Stony Point for use for activities contemplated pursuant to the provisions of this Indenture and the State shall grant and continue in force without payment of any discriminatory rental, royalty or other charge such licenses as may be necessary to ensure the continued rights of the Producers or their nominee to draw water from the underground aquifers. 43. The Producers shall pay water rates as provided for by agreement between the Producers and the State. In setting such rates, account will be taken of normal water rates charged to users in the State and of the additional costs incurred by the State in supplying water to the Producers. 44. Should a party or parties (including the State or any instrumentality of the Crown) other than the Producers draw substantial amounts of mains water from or through the water pipeline or water works referred to in clause 39 of this Indenture that other party or those other parties shall pay additional water rates which take account of the additional costs incurred by the State and referred to in Clause 43, having regard to the proportions in which the water supplies are used by the Producers and that other party or those other parties. PART XI THE ROAD 45. As soon as practicable after the date of this Indenture the Minister by notice in writing to the Producers shall indicate the land within the Services Corridor between the Lincoln Highway end thereof and the landward end of the proposed Jetty at the other end with an additional part thereof of the road extending to and meeting the existing Lowly Point Road which shall be the Road Reserve for the purposes of this Indenture. 46. As soon as practicable the State will cause such action as may be necessary to be taken to have the Road Reserve dedicated as a public road. The State shall cause construction of roads within the Road Reserve to commence and be completed as soon as practicable under conditions to be agreed between the Producers and the State. 47. The roads within the Road Reserve shall be heavy-duty bituminous sealed roads. 48. All road works shall be carried out in such manner and at such times as to minimise restrictions on vehicular or personnel access to the Proposed Development Site as far as reasonably practicable. 49. During the currency of this Indenture the State will cause the roads within the Road Reserve to be kept and maintained in a fit and proper state of repair. The Producers shall pay a tariff as provided for by agreement between the Producers and the State. 50. Should a party or parties (including the State or any instrumentality of the Crown) other than the Producers or a party engaged on the business of the Producers become a substantial user of the roads within the Road Reserve that other party or those other parties shall contribute to the State a portion of the aforesaid tariff on a basis to be agreed between the Producers and the State, having regard to the proportions in which the aforesaid roads are used by the Producers and that other party or those other parties. 51. The cost of constructing the roads within the Road Reserve shall be subject to the provisions of Schedule 4 of this Indenture. If, in carrying out activities under this Indenture, the Producers make excavations within the Road Reserve, they shall comply with conditions imposed by the Highways Department and shall restore the Road Reserve at their cost. PART XII PIPELINE 52. The Producers have been granted Pipeline Licence No. 2, to construct, install, own and operate a pipeline for the conveyance of Product from Moomba to Stony Point for an initial term of twenty-one years, which licence shall be renewed for further periods of twenty-one years at the request of the Producers or for such lesser periods as they may nominate. The said licence may be terminated or cancelled only in the circumstances and in the manner specified in Pipeline Licence No. 2 (including, but not limited to the manner referred to in Condition 22 of that licence) or in such other circumstances as may be agreed between the Producers and the Minister. The Conditions of the licence may be varied only with the consent of the Producers. Ownership of the pipeline shall remain with the Producers subject to the Conditions of Pipeline Licence No. 2. Subject to compliance with the terms of this Indenture and compliance with the Conditions of Pipeline Licence No. 2 the rights conferred upon the Producers by this clause shall continue during the currency of this Indenture. 53. To the extent that it is necessary to do so the State and the Minister concur in the execution by PASA and in the contents thereof of the PASA and Producers (Right of Way) Agreement. 54. The Producers shall enter into an agreement relating to the maintenance of the pipeline by PASA on terms to be agreed between the Producers and PASA. 55. (1) A communications system shall be constructed which shall provide for telemetry of such status information and pressure, flow and other operating data as the Minister shall require, and remote control of valves for routine and emergency operation, and voice communication to locations along and in the near vicinity of the pipeline and mobile vehicles employed for purposes relating to the operation or maintenance of the pipeline. (2) The Producers shall enter into an agreement with PASA on terms to be mutually agreed between the Producers and PASA as to the ownership and use of the aforesaid communications system. (3) It is agreed that the owner of the aforesaid communications system shall be the person who shall cause the communications system to be constructed and who shall bear the cost thereof. 56. The State agrees that it will take such action as may be necessary in order to ensure that during the currency of Pipeline Licence No. 2. the right, title and interest in the pipeline land to be acquired by PASA for the purposes of the PASA and Producers (Right of Way) Agreement will be maintained, preserved and protected against any adverse interest or claim and whether or not by the Crown in right of the State and the State undertakes that the pipeline land will be available during the currency of Pipeline Licence No. 2. for utilization by the Producers for the purposes of the pipeline on terms similar to those set forth in the PASA and Producers (Right of Way) Agreement. 57. The Producers will not do or perform, nor omit to be done or performed, nor will they knowingly cause or suffer to be done, performed or omitted to be done any act, matter or thing which shall result in a material breach of a Condition of Pipeline Licence No. 2. 58. In the event that during the currency of this Indenture the Minister exercises the powers conferred on him by Section 80 l of the Petroleum Act, 1940-1981, the Minister agrees that in determining the terms between a licensee who holds a petroleum production licence under that Act and the Producers relating to the conveying of petroleum the said terms shall, if the Producers so request, provide: (1) That the Producers and each of them shall have priority of use of the pipeline; (2) That the use of the pipeline by any such licensee will be compatible with the use of the pipeline by the Producers; (3) That the use of the pipeline by any such licensee will not result in any deleterious effect to the Producers' petroleum or to the pipeline; and (4) That use of the pipeline by any such licensee shall only be permitted after satisfactory arrangements have been made in relation to measurement and so as to ensure satisfactory identification of ownership of petroleum. Any fee to be charged by the Producers to the holder of the petroleum production licence for conveying the petroleum if included in terms determined by the Minister shall for each period not be lower than: (i) a sum of money equivalent to the actual cost incurred by the Producers in operating the pipeline for that period including without limitation the pipeline licence fee referred to in the next succeeding clause; together with (ii) a sum of money called the capital cost component. Such capital cost component for that period shall be equal to the equal periodic payment calculated on a credit foncier basis by reference to the replacement value of the pipeline at the time of the Minister's determination, a 15 year amortization period and an interest rate of 18 per centum per annum; apportioned in the manner following: The proportion of the foregoing amounts to be borne by the licensee who holds a petroleum production licence shall be calculated on the proportion which the volume of petroleum owned by that party which is conveyed in the pipeline during a period of time bears to the total volume of petroleum conveyed in the pipeline during the same period of time. The basis of calculations necessary for the foregoing shall be agreed between the Minister and the Producers or, failing agreement, shall be determined by arbitration in accordance with Part XXII of this Indenture. 59. (1) Notwithstanding the provisions of any Act or regulation or rule of law or equity to the contrary effect and subject to this clause the Producers, beginning with the first year in which liquid petroleum conveyed through the pipeline is sold by the Producers and ending with the year 1992, shall pay to the State on the 15th day of March in each year an annual licence fee for utilization of the pipeline (hereinafter referred to as "the pipeline licence fee") in respect of each year of Five hundred thousand dollars ($500 000) indexed as provided in sub-clause (2) of this clause. (2) The pipeline licence fee for each year shall be indexed by relation to and shall vary only in accordance with movements in the Consumer Price Index between the December quarter 1981 and the December quarter immediately preceding the year in which the licence fee is to apply and shall not be subject to any other variations during the aforesaid period. (3) Notwithstanding the Petroleum Act, 1940-1981 no pipeline licence fee shall be payable prior to the first year in which liquid petroleum is sold by the Producers from Stony Point. (4) At the end of the first year in which liquid petroleum is sold by the Producers from Stony Point the Producers shall receive a rebate from the State of that proportion of the pipeline licence fee which one million four hundred thousand tonnes less the number of tonnes of Product conveyed through the pipeline in that year bears to one million four hundred thousand tonnes. (5) During the Period referred to in sub-clause (1) the pipeline licence fee shall be in substitution for any other fee, levy or impost that would otherwise be payable by the Producers for use of the pipeline pursuant to the provisions of the Petroleum Act, 1940-1981 or otherwise. (6) If the pipeline licence fee is not paid by the due date as aforesaid an amount of ten per centum thereof shall be added thereto which shall be recoverable by the State as part of the pipeline licence fee. 60. Subject always to Condition 23 Pipeline Licence No. 2 the pipeline and all plant, equipment and other property affixed thereto or used in connection therewith or in relation to the operation thereof owned by the Producers or any of them shall notwithstanding any provision of any Act or regulation or of any rule of law or equity to the 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, or held on trust for, the Producers or such of them as are entitled thereto. PART XIII FURTHER PROCESSING 61. Having regard to the State's desire for further processing of Product in the State, the Producers will investigate the storage and related processing of ethane for use as petrochemical feedstock in the State and the practicability of the construction and operation of a refinery in the region of Stony Point. The Producers in consultation with the State will provide to the State on or before 31st day of March 1983 information relating to the scope of their investigations and further on or before 31st day of March 1984 a detailed report in writing relating to the result of their investigations in this regard. The Producers from time to time will enter into discussions with the Minister concerning the utilisation of Product for those purposes. In the event that the investigations do not lead to the projects contemplated by this clause the report will be reviewed every three years in the light of the then current circumstances. Without limiting the generality of the foregoing, the Producers will, if further treating of Product in the State is technically and economically feasible, encourage and expedite such treatment and development. The Producers will give preference to treatment and development within the State if such is technically and economically feasible, providing that nothing in this clause will oblige the Producers to sell Product on other than commercial terms. PART XIV PROTECTION OF GAS SUPPLY 62. In carrying out the activities contemplated under this Indenture the Producers shall have regard to their obligations under existing and future sales agreements with PASA. PART XV THE MARINE FACILITIES 63. Ownership, title and risk of and to the following facilities, which shall be constructed by the Producers in accordance with approvals granted by the Minister of Marine under the Harbors Act, 1936-1981, shall be transferred to the State at the date of practical completion thereof (the date of such transfer being in this Part XV referred to as "the transfer date") free of all mortgages, liens, charges, encumbrances or the like. Forthwith upon transfer the State shall pay the Producers a sum equal to the cost incurred by the Producers in the design and construction of the aforesaid facilities together with consultancy fees. The facilities to be so transferred (hereinafter referred to as the "transferred facilities") shall be the Jetty trestle, platforms, mooring and breasting dolphins, all necessary service facilities and other facilities for the berthing of vessels at Stony Point, as detailed in the Producers' plans and specifications for the Marine Facilities accepted and approved by the Minister of Marine, but shall not include any temporary loading facilities or any pumps, pipes, loading arms and other loading facilities which shall be the subject of a separate licence agreement between the Producers and the Minister of Marine. 64. The Marine Facilities other than those transferred to the State pursuant to clause 63 of this Indenture, and the transferred facilities prior to transfer of ownership thereof to the State, shall be owned by the Producers or such of them as have an ownership interest therein from time to time. 65. The State shall ensure that the Producers have granted to them on reasonable terms and conditions and that there are continued in force during the currency of this Indenture free of charge to the Producers, all such rights and licences as may be required to enable the Producers or any of them to construct and install, operate and have the use and enjoyment of the Marine Facilities (including any temporary loading facilities required by the Producers) for the purposes contemplated by this Indenture, provided however that except as expressly provided in this Indenture, this Indenture shall not be deemed to confer any exemption from wharfage dues. 66. The Producers shall deposit with the State at a time and in a manner to be agreed a sum equal to the amount paid by the State to the Producers pursuant to clause 63 of this Indenture to secure the due observance by the Producers of the terms of this Part XV of this Indenture on their part to be observed and also to secure payment of the amounts due to be paid to the State by the Producers under this Part. To the extent of any shortfall in payment of amounts owing to the State pursuant to this Part in any year the Producers shall to that extent forfeit the moneys which would otherwise have been payable to the Producers pursuant to clause 67 of this Indenture. 67. The security deposit referred to in clause 66 of this Indenture together with interest thereon at the rate of 20 per centum per annum shall, subject to clause 66 be repaid by the State to the Producers annually calculated on a credit foncier system by twenty equal instalments in the manner to be provided for by agreement between the Producers and the State. 68. The Producers shall have priority of use of the transferred facilities. The manner in which the priority shall be effected shall be the subject of agreement with the State. 69. Without prejudice to the provisions of clause 68 of this Indenture, the Minister may in his discretion permit the use of the transferred facilities by third parties (being persons other than the Producers or any of them) subject to such use being compatible with the Producers' operations. In exercising his discretion the Minister shall have regard to: (1) the full extent of the impact of the operations of the third parties including the potential for industrial disputes, shipping programmes, the number of workers and operations of any factories or fabrication works upon the Producers' operations, and (2) the safety of and potential for damage to the Producers' operations from the third parties' products and operations. 70. The Producers shall during the first twenty years from and including the transfer date be responsible for the stevedoring and loading of vessels associated with the Marine Facilities referred to in clause 63 of this Indenture. Unless and to the extent otherwise agreed, mooring and unmooring of vessels shall be undertaken by the Producers' employees, agents or contractors, subject to industrial arrangements suitable to the State and the Producers being made and subject to the reasonable supervision and directions of the Harbor Master of the port at Stony Point having regard to normal port practice. The cost of such mooring and unmooring of vessels shall be paid by the State to the Producers at rates not to exceed those payable by the State to members of mooring gangs under appropriate industrial awards. 71. During 1982 the Producers shall in consultation with the State prepare terminal rules in respect of their onshore facilities at Stony Point and the State in addition to the Regulations under the laws of the State shall in consultation with the Producers prepare port rules. 72. (1) In respect of each of the first twenty years from and including the year in which the transfer date occurs there shall be paid by the Producers to the State, wharfage dues (to the exclusion of all other wharfage dues that would otherwise be payable by the Producers for the port at Stony Point) being an amount per tonne of Product shipped determined by the following formula:—