Sch 5

SCHEDULE 5 AMENDMENTS TO THE COOPER BASIN INDENTURE Clause 1(7)(c): Add after "agreements" the words "or other disposal arrangements" and after "Substances" add "or from petroleum recovered from any area comprised in a Petroleum Production Licence granted to the Producers within the Subject Area and areas referred to in clause 6(10) of this Indenture". Add at end of Clause 1(7) "copies of which shall be provided in confidence to the Minister". Clause 1(15): Add after clause 1(14): "(15) "Joint Operating Agreement" means any agreement heretofore or hereafter entered into by or including the Producers or some of them and approved by the Minister governing exploration for and production of petroleum and includes any agreement providing for the installation and as applicable sharing of use of facilities for the handling of petroleum." Clause 4: Amend clause 4(1) after the words "Appendix 'A'" by inserting the words "and delineated in Appendix 'C' to the extent not delineated in Appendix 'A'"; Insert new Appendix "C" (as set out in page 50 of this Indenture); Amend clause 4(2) by deleting the words "being Unit Facilities" and adding after the words "Unit Agreement" the words "or other agreement pursuant to which any of the foregoing may be owned from time to time". Clause 6: Clause 6(1), after "Unit Agreement", where first appearing, insert the words "or the relevant Joint Operating Agreement"; Clause 6(1), after the word "Minister)" insert "or any Joint Operating Agreement in so far as it applies to the Subject Area."; Clause 6(4)(b), after the word "Minister)" on the last line insert "or any Joint Operating Agreement in so far as it applies to the Subject Area."; Clause 6(7), after "Unit Agreement" insert the words "or any Joint Operating Agreement or other applicable agreement" and delete the words "within the Subject Area"; Insert after clause 6(9), the words: "(10) The clauses of this Indenture, save and except clauses 6(1) and 6(4) hereof, shall apply to any Petroleum Production Licences granted in respect or for the purposes of the production of petroleum from the following areas: Area 1 Commencing at a point being the intersection of latitude 27°00′S and longitude 140°00′E, thence east to longitude 141°00′E, south to latitude 27°15′S, west to longitude 140°55′E, south to latitude 27°20′S, west to longitude 140°50′E, south to latitude 27°25′S, west to longitude 140°35′E, south to latitude 27°30′S, west to longitude 140°25′E, south to latitude 27°32′S, west to longitude 140°23′E, south to latitude 27°33′S, west to longitude 140°21′E, south to latitude 27°35′S, west to longitude 140°18′E, south to latitude 27°37′S, west to longitude 140°16′E, south to latitude 27°38′S, west to longitude 140°15′E, north to latitude 27°27′S, west to longitude 140°00′E, north to the point of commencement. Area 2 Commencing at a point being the intersection of latitude 27°37′S and longitude 139°38′E, thence east to longitude 139°53′E, south to latitude 27°45′S, east to longitude 140°00′E, south to latitude 27°56′S, west to longitude 139°59′E, south to latitude 27°57′S, west to longitude 139°58′E, south to latitude 27°59′S, west to longitude 139°57′E, south to latitude 28°00′S, west to longitude 139°56′E, south to latitude 28°02′S, west to longitude 139°55′E, south to latitude 28°06′S, east to longitude 140°00′E, south to latitude 28°18′S west to longitude 139°56′E, south to latitude 28°19′S, west to longitude 139°52′E, south to latitude 28°23′S, east to longitude 139°53′E, south to latitude 28°24′S, east to longitude 139°55′E, south to latitude 28°25′S, east to longitude 140°15′E, south to latitude 28°35′S, west to longitude 139°38′E, north to the point of commencement. being the areas marked '1' and '2' respectively on the plan annexed hereto as Appendix 'D'". Insert new Appendix "D" (as set out on page 51 of this Indenture). Clause 7(2): After the words "Unit Agreement" insert "or any Joint Operating Agreement". Clause 11: After the words "Unit Agreement" (when appearing) insert the words "or any Joint Operating Agreement"; After the words "the Producers" (when appearing) insert "or any of them". Clause 12: Substitute for the words "Unitized Substances" when appearing on each occasion the word "petroleum"; After "Unit Agreement" add the words "or any Joint Operating Agreement" when appearing in sub-clauses (2)(a), (5) and (7); After the words "Unit Agreement" in sub-clause (2)(c) add, the words "or Joint Operating Agreement upstream of the inlet of the liquids pipeline at Moomba." After the last word in sub-clause (2)(a) add "The costs and expenses shall include but not be limited to all licence fees payable under any pipeline licence, all wharfage dues and the Commonwealth crude oil levy payable under the Excise Act, 1901 and the Excise Tariff Act, 1921 of the Commonwealth. Where costs and expenses are incurred by way of payments to a party not at arms-length to the Producers, such costs for this purpose shall not exceed the actual costs of that party". Add a new sub-clause (1A) after sub-clause (1) "(1A) — (i) Except as provided otherwise in this clause, during the period from the 1st January, 1988 up to and including 31st December, 1992, royalty shall be calculated and paid in respect of all liquid petroleum (which expression for this purpose shall include crude oil, condensate, propane, butane and ethane conveyed through the liquids pipeline the subject of Pipeline Licence No. 2) sold in accordance with the Sales Contracts at whichever is the lesser of the rate prescribed from time to time under the Petroleum Act, 1940-1981 or the rate of ten per centum of the value at the wellhead. (ii) The State may from time to time require that discussions be held with the producers with respect to the royalty rate and base to apply on and after the 1st January, 1988 providing there has been a significant or substantial increase in royalty on liquid petroleum or pipeline licence fees or other similar charges in other States since the 1st January, 1982. In conducting such discussions, the parties will exchange information and consult with a view to determining whether, and, if so, what change in royalty arrangements would be appropriate having regard to the royalty position in other States. During those discussions the following factors will be taken into account and evaluated: (a) The actual levels of royalty rates in other States; (b) The basis of calculating royalty in other States; (c) The basis of calculating well-head value in other States and its comparison with the basis under this Indenture; (d) The level of pipeline licence fees and similar charges in other States; (e) The extent to which royalties in other States apply to well established projects which have completed their financing period; (f) The extent to which other States originally provided infrastructure support for comparable projects; (g) The effect which royalty payments will have generally in encouraging State development and petroleum exploration in South Australia; and (h) The extent to which the Cooper Basin liquids project has contributed and will continue to contribute to the development of South Australia. (iii) Following the discussions referred to in sub-clause (ii) above, the parties will attempt to reach agreement on the appropriate basis and level of royalty. Failing agreement, the State shall have the absolute discretion, having regard to all of the matters outlined in sub-clause (ii), above, to increase royalty as follows: (a) Royalty on liquid petroleum shall not exceed the rate prescribed under the Petroleum Act 1940-1981. (b) Subject to the preceding sub-clause (iii)(a) the State may increase royalty to a maximum level of 12.5 per centum of the value at the wellhead of all such liquid petroleum from 1st January, 1988. In the event that the royalty rate on liquid petroleum differs from the royalty rate on gas, the State and the Producers shall agree on the basis of allocation of capital and operating costs between liquid petroleum and gas and if there is no agreement, the matter shall be determined by arbitration." In sub-clause (2)(a) after the words "Clause 12(2)" insert the words "and the sum provided in sub-clause (d) of this Clause 12(2)". In sub-clause (2)(c) when first appearing delete the word "Unit". Insert a new sub-clause (2)(d) after sub-clause (2)(c) as follows: "(d) A sum determined under a credit foncier system over a period of thirty half yearly instalments at a rate of interest of eighteen per centum per annum on the capital cost of all facilities (including the liquids pipeline) owned by the Producers or any of them between the point of sale of any petroleum and the inlet of the liquids pipeline at Moomba installed, constructed or otherwise acquired from time to time by the Producers or some one or more of them. Notwithstanding the expiry of fifteen years, the deduction of such sum shall be a continuing deduction and shall cease only upon the disposal, destruction or cessation of use by the Producers of any item of such facilities to the extent that the deduction is applicable to such item". Insert a new sub-clause (10) after sub-clause (9): "(10) Notwithstanding anything to the contrary contained herein no royalty, tax, impost or levy of whatsoever nature or kind other than bona fide charges for services provided by the State shall be payable by the Producers upon any petroleum produced from a State other than South Australia and upon which royalty has been paid in another State". Clause 14(2): After the words "Unit Agreement" add the words "and as applicable the provisions of any relevant Joint Operating Agreement". Clause 20: After the words "Indenture shall", when appearing in the last line add the words "as between the holders thereof".