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


NATURAL GAS (CANNING BASIN JOINT VENTURE) AGREEMENT BILL 2012

                   Western Australia


Natural Gas (Canning Basin Joint Venture)
          Agreement Bill 2012

                     CONTENTS


 1.   Short title                           2
 2.   Commencement                          2
 3.   Terms used                            2
 4.   Ratification and authorisation        2
 5.   State empowered under clause 30       2
 6.   Effect on other laws                  2
      Schedule 1 -- Natural Gas (Canning
          Basin Joint Venture) Agreement
          2012




                       324--1               page i
                           Western Australia


                     LEGISLATIVE ASSEMBLY



   Natural Gas (Canning Basin Joint Venture)
             Agreement Bill 2012


                               A Bill for


An Act to ratify, and authorise the implementation of, an agreement
between the State and Buru Energy Limited, Diamond Resources
(Fitzroy) Pty Ltd, Diamond Resources (Canning) Pty Ltd and
Mitsubishi Corporation relating to the evaluation, development and
exploitation of natural gas resources in the Canning Basin region of
the State, and for incidental and other purposes.




The Parliament of Western Australia enacts as follows:




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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012



     s. 1




1    1.         Short title
2               This is the Natural Gas (Canning Basin Joint Venture)
3               Agreement Act 2012.

4    2.         Commencement
5               This Act comes into operation as follows --
6                (a) sections 1 and 2 -- on the day on which this Act
7                      receives the Royal Assent;
8                (b) the rest of the Act -- on the day after that day.

9    3.         Terms used
10              In this Act --
11              scheduled agreement means the agreement a copy of which is
12              set out in Schedule 1;
13              the Agreement means the scheduled agreement or, if it is varied
14              in accordance with its terms, that agreement as varied from time
15              to time.

16   4.         Ratification and authorisation
17        (1)   The scheduled agreement is ratified.
18        (2)   The implementation of the Agreement is authorised.

19   5.         State empowered under clause 30
20              The State has power in accordance with clause 30 of the
21              Agreement.

22   6.         Effect on other laws
23        (1)   The Agreement operates and takes effect despite any enactment
24              or other law.
25        (2)   If a provision of the scheduled agreement expressly or by
26              implication purports to modify or exclude the application or
27              operation of an enactment for a purpose or in relation to a

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            Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012



                                                                         s. 6



1         person or thing, the application or operation of the enactment is
2         modified or excluded for that purpose, or in relation to that
3         person or thing, to the extent or for the period mentioned in the
4         provision or necessary for the provision to have effect.
5   (3)   This section does not limit or otherwise affect the application of
6         the Government Agreements Act 1979.




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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1    Schedule 1 -- Natural Gas (Canning Basin Joint Venture)
2                       Agreement 2012
3                                                                        [s. 3]
4                                      2012
5

6                   THE STATE OF WESTERN AUSTRALIA
7                                       and
8                          BURU ENERGY LIMITED
9                                ACN 130 651 437
10

11               DIAMOND RESOURCES (FITZROY) PTY LTD
12                               ACN 145 113 177
13               DIAMOND RESOURCES (CANNING) PTY LTD
14                               ACN 145 113 186
15                                      and
16

17                       MITSUBISHI CORPORATION
18

19
20            NATURAL GAS (CANNING BASIN JOINT VENTURE)
21                         AGREEMENT 2012
22
23
24
25                              [Solicitor's details]
26
27
28




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                  Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
          Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1    THIS AGREEMENT is made this seventh day of November 2012
2    BETWEEN
3    THE HONOURABLE COLIN JAMES BARNETT, MEc., M.L.A., Premier
4    of the State of Western Australia, acting for and on behalf of the said State and
5    its instrumentalities from time to time (hereinafter called the State) of the first
6    part
7    AND
8    BURU ENERGY LIMITED ACN 130 651 437 of Level 2, 97 William Street,
9    Perth, Western Australia, DIAMOND RESOURCES (FITZROY) PTY LTD
10   ACN 145 113 177 of Level 36, 120 Collins Street, Melbourne, Victoria and
11   DIAMOND RESOURCES (CANNING) PTY LTD ACN 145 113 186 of
12   Level 36, 120 Collins Street, Melbourne, Victoria (hereinafter collectively
13   called the Joint Venturers in which term shall be included their successors and
14   permitted assigns) of the second part
15   AND
16   MITSUBISHI CORPORATION of 3-1, Marunouchi 2-Chome, Chiyoda-Ku,
17   Tokyo, Japan (Guarantor) of the third part.
18   WHEREAS:
19   A.        The Joint Venturers are the registered and beneficial holders of the
20             petroleum exploration permits listed in the Schedule and granted
21             under the Petroleum and Geothermal Energy Resources Act 1967
22             (WA).
23   B.        The Joint Venturers are actively exploring the Title Areas for
24             petroleum including for the purposes of:
25               (a)   evaluating the technical and economic viability of the natural
26                     gas resources within the Title Areas (which areas are
27                     prospective for both conventional and unconventional
28                     resources); and
29               (b)   proving up sufficient reserves of natural gas to underpin the
30                     establishment and sustained operation of firstly the Domgas
31                     Project (as hereinafter defined) and secondly the production
32                     of liquefied natural gas for export to overseas purchasers.



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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1    C.       The State, for the purposes of:
2               (a)   encouraging accelerated expenditure by the Joint Venturers in
3                     the continuing exploration and evaluation of natural gas
4                     resources within the Title Areas; and
5               (b)   promoting industrial development in Western Australia
6                     generally; and
7               (c)   promoting energy security in the said State in particular,
8             desires to facilitate the establishment of the Domgas Project and, if
9             the Joint Venturers so wish, of the LNG Project upon and subject to
10            the terms of this Agreement.
11   NOW THIS AGREEMENT WITNESSES:
12   1.       Definitions
13            In this Agreement subject to the context:
14            Aboriginal Heritage Act means the Aboriginal Heritage Act 1972
15            (WA).
16            advise, apply, approve, approval, consent, certify, direct, notice,
17            notify, request, or require, means advise, apply, approve, approval,
18            consent, certify, direct, notice, notify, request or require in writing as
19            the case may be and any inflexion or derivation of any of those words
20            has a corresponding meaning.
21            approved proposal means a proposal approved or deemed to be
22            approved under this Agreement.
23            Canning Basin means the Canning Basin region of the said State.
24            Commencement Date means the day after the day on which the
25            Ratifying Act comes into operation.
26            Commonwealth means the Commonwealth of Australia and includes
27            the Government for the time being thereof.
28            Contaminated Sites Act means the Contaminated Sites Act 2003
29            (WA).
30            DBNGP corridor has the meaning given to it in the DBP Act.



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             Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1         DBNGP Land Access Minister means the corporation sole created
2         by section 29(1) of the DBP Act.
3         DBP Act means the Dampier to Bunbury Pipeline Act 1997 (WA).
4         Domgas means natural gas for delivery and use in the said State. It
5         does not include natural gas to be exported or used in the production
6         of natural gas to be exported.
7         Domgas Commitment means the Joint Venturers' commitment in
8         respect of Domgas set out in clause 8 and to submit proposals for, and
9         establish and operate, a Domgas Project in accordance with approved
10        proposals pursuant to clauses 11, 12 and 13.
11        Domgas Project means the treatment of natural gas obtained from
12        within the Title Areas and, subject to this Agreement, from other
13        areas, to produce Domgas and, if the Joint Venturers so wish,
14        condensate and the conveyance of Domgas through the Domgas
15        Project Pipeline into the domestic gas pipeline network and all related
16        activities for that purpose including:
17          (a)   the construction, operation and maintenance of Domgas
18                Project Treatment Plants, the Domgas Project Pipeline
19                (subject to clause 34) and any necessary pipeline connections
20                joining a Domgas Project Treatment Plant to the Domgas
21                Project Pipeline and the Domgas Project Pipeline to the
22                abovementioned domestic gas pipeline network; and
23          (b)   other ancillary activities, services and facilities permitted to
24                be undertaken, provided or constructed as the case may be by
25                the Joint Venturers as part of such project in accordance with
26                this Agreement.
27        For the avoidance of doubt, the Domgas Project does not include:
28          (a)   pre-treatment plants, wells, in-field and intra-field pipelines
29                and flow lines; or
30          (b)   any extension of the Domgas Project Pipeline the
31                construction of which extension, the State (after consulting
32                the Joint Venturers) does not consider is a significant
33                modification, expansion or other variation of the Domgas
34                Project Pipeline.


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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1             Domgas Project Operation Date means the date upon which
2             Domgas produced as part of the Domgas Project is first delivered
3             through the Domgas Project Pipeline (other than for construction or
4             commissioning purposes) into the Western Australian domestic gas
5             market using the relevant connecting domestic gas pipeline network.
6             Domgas Project Pipeline means a pipeline (as defined in the
7             Pipelines Act (as modified by this Agreement)) commencing from a
8             Domgas Project Treatment Plant at a location in the Title Areas
9             agreed between the Minister and the Joint Venturers pursuant to
10            clause 10 and extending to and connecting to the domestic gas
11            pipeline network near Port Hedland or near Dampier in the said State
12            (unless the State otherwise approves another location in the north
13            west region of the said State, in which case near such other location)
14            to convey Domgas and which pipeline is, or is to be (as the case may
15            be), the subject of approved proposals pursuant to clauses 11 and 12
16            and includes any extension thereto or enlargement thereof that may be
17            approved in accordance with clause 13.
18            Domgas Project Pipeline Corridor means prior to the grant of the
19            Domgas Project Pipeline Easement, the land for the route of the
20            Domgas Project Pipeline, access roads and other infrastructure and
21            works which is agreed between the Minister and the Joint Venturers
22            pursuant to clause 10 and, after the grant of the Domgas Project
23            Pipeline Easement, the land from time to time the subject of the
24            Domgas Project Pipeline Easement.
25            Domgas Project Pipeline Easement means the easement granted or
26            to be granted (as the case may be) to the Joint Venturers under the
27            Pipelines Act (as modified by this Agreement) and in accordance with
28            clause 15(1)(b), as varied in accordance with clauses 15(7) or 15(8),
29            and according to the requirements of the context describes the area of
30            land from time to time the subject of the easement.
31            Domgas Project Pipeline Licence means the licence granted or to be
32            granted (as the case may be) to the Joint Venturers under the Pipelines
33            Act (as modified by this Agreement) and in accordance with
34            clause 15(1)(a) for the construction, operation and maintenance of the
35            Domgas Project Pipeline, as varied from time to time in accordance
36            with the Pipelines Act (as modified by this Agreement).




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             Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1         Domgas Project Treatment Plant means the treatment plant within
2         the Title Areas for the production of Domgas as part of the Domgas
3         Project referred to in the above definition of Domgas Project Pipeline
4         which treatment plant is, or is to be (as the case may be), the subject
5         of approved proposals pursuant to clauses 11 and 12 and any other
6         treatment plant within the Title Areas for the production of Domgas
7         as part of the Domgas Project which treatment plant is the subject of
8         approved proposals pursuant to clauses 11 and 12 or clause 13 and
9         includes any expansion of any such treatment plant that may be
10        approved in accordance with clause 13.
11        Environmental Protection Act means the Environmental Protection
12        Act 1986 (WA).
13        Government agreement has the meaning given in the Government
14        Agreements Act 1979 (WA).
15        Land Act means the Land Administration Act 1997 (WA).
16        Land Act Minister means the Minister for Lands, a body corporate
17        under section 7 of the Land Act.
18        Law includes any applicable requirement of any statute, regulation,
19        proclamation, ordinance or by-law, present or future, and whether
20        State, Commonwealth or otherwise.
21        laws relating to native title means laws applicable from time to time
22        in Western Australia in respect of native title and includes the Native
23        Title Act 1993 (Commonwealth).
24        local government means a local government established under the
25        Local Government Act.
26        Local Government Act means the Local Government Act 1995
27        (WA).
28        LNG Precinct means:
29          (a)   the Burrup Peninsula region of the said State; or
30          (b)   the strategic industrial area known at the date of this
31                Agreement as the Ashburton North Strategic Industrial Area
32                near Onslow in the said State; or



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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1                (c)   such other liquefied natural gas precinct in the north west
2                      region of the said State which the State may approve for the
3                      purposes of this Agreement and which at the date of such
4                      approval has been established or the establishment of which
5                      the State has approved.
6              LNG Production Facility means a processing plant (whether owned
7              by the Joint Venturers or by a third party) within the Relevant LNG
8              Precinct for the production of liquefied natural gas for export.
9              LNG Project means the conveyance through the LNG Project
10             Pipeline of natural gas obtained from within the Title Areas and,
11             subject to this Agreement, from other areas to the LNG Production
12             Facility (or to a third party pipeline for conveyance to the LNG
13             Production Facility) for the production from it for export of liquefied
14             natural gas and, if the Joint Venturers so wish, condensate and all
15             related activities for that purpose including:
16               (a)   the treatment (if required) of natural gas to be conveyed
17                     through the LNG Project Pipeline to a standard suitable for
18                     conveyance through the LNG Project Pipeline; and
19               (b)   the construction, operation and maintenance of LNG Project
20                     Treatment Plants, the LNG Project Pipeline and any
21                     necessary pipeline connections joining a LNG Project
22                     Treatment Plant to the LNG Project Pipeline and the LNG
23                     Project Pipeline to the LNG Production Facility (or to a third
24                     party pipeline for conveyance of the natural gas to the LNG
25                     Production Facility); and
26               (c)   other ancillary activities, services and facilities permitted to
27                     be undertaken, provided or constructed as the case may be by
28                     the Joint Venturers as part of such project in accordance with
29                     this Agreement.
30             For the avoidance of doubt, the LNG Project does not include:
31               (a)   pre-treatment plants, wells, in-field and intra-field pipelines
32                     and flow lines; or
33               (b)   any extension of the LNG Project Pipeline the construction of
34                     which extension, the State (after consulting the Joint



     page 10
             Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1                 Venturers) does not consider is a significant modification,
2                 expansion or other variation of the LNG Project Pipeline.
3         LNG Project Operation Date means the date upon which natural gas
4         obtained from within the Title Areas is first conveyed through the
5         LNG Project Pipeline (other than for construction or commissioning
6         purposes) to the LNG Production Facility (or into the relevant
7         connecting third party pipeline for conveyance to the LNG Production
8         Facility).
9         LNG Project Pipeline means a pipeline (as defined in the Pipelines
10        Act (as modified by this Agreement)) commencing from a location in
11        the Title Areas agreed between the Minister and the Joint Venturers
12        pursuant to clause 20 and extending to and connecting to the LNG
13        Production Facility (or to a third party pipeline for conveyance to the
14        LNG Production Facility) which pipeline is, or is to be (as the case
15        may be), the subject of approved proposals pursuant to clauses 21 and
16        22 and includes any extension thereto or enlargement thereof that may
17        be approved in accordance with clause 23. For the avoidance of
18        doubt, the LNG Project Pipeline must be a separate pipeline to the
19        Domgas Project Pipeline.
20        LNG Project Pipeline Corridor means prior to the grant of the LNG
21        Project Pipeline Easement, the land for the route of the LNG Project
22        Pipeline, access roads and other infrastructure and works which is
23        agreed between the Minister and the Joint Venturers pursuant to
24        clause 20 and, after the grant of the LNG Project Pipeline Easement,
25        the land from time to time the subject of the LNG Project Pipeline
26        Easement.
27        LNG Project Pipeline Easement means the easement granted or to
28        be granted (as the case may be) to the Joint Venturers under the
29        Pipelines Act (as modified by this Agreement) and in accordance with
30        clause 15(2)(b), as varied in accordance with clauses 15(9) or 15(10),
31        and according to the requirements of the context describes the area of
32        land from time to time the subject of the easement.
33        LNG Project Pipeline Licence means the licence granted or to be
34        granted (as the case may be) to the Joint Venturers under the Pipelines
35        Act (as modified by this Agreement) and in accordance with
36        clause 15(2)(a) for the construction, operation and maintenance of the



                                                                        page 11
     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1              LNG Project Pipeline, as varied from time to time in accordance with
2              the Pipelines Act (as modified by this Agreement).
3              LNG Project Treatment Plant means a plant within the Title Areas
4              for the treatment as part of the LNG Project of natural gas to a
5              standard suitable for conveyance through the LNG Project Pipeline
6              which treatment plant is, or is to be (as the case may be), the subject
7              of approved proposals pursuant to clauses 21 and 22 or 23 and
8              includes any expansion of such treatment plant that may be approved
9              in accordance with clause 23.
10             Minister means the Minister in the Government of Western Australia
11             for the time being responsible for the administration of the Ratifying
12             Act and pending the passing of that Act means the Minister for the
13             time being designated in a notice from the State to the Joint Venturers
14             and includes the successors in office of that Minister.
15             natural gas includes liquefied petroleum gas, liquefied natural gas
16             and compressed natural gas.
17             Petrochemical feed stocks means ethane, propane, butane and
18             condensate obtained from natural gas or other petroleum obtained
19             from within the Title Areas.
20             Petroleum Act means the Petroleum and Geothermal Energy
21             Resources Act 1967 (WA).
22             Petroleum Act Minister means the Minister in the Government of
23             Western Australia for the time being responsible for the
24             administration of the Petroleum Act and includes the successors in
25             office of that Minister.
26             Petroleum Act Department means the department in the
27             Government of Western Australia for the time being principally
28             responsible for assisting the Petroleum Act Minister in the
29             administration of the Petroleum Act.
30             Petroleum Titles means, subject to clause 14(3):
31               (a)   the petroleum exploration permits granted under the
32                     Petroleum Act and listed in the Schedule, including any
33                     extensions or renewals thereof; and




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             Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1           (b)   any other petroleum exploration permits granted under the
2                 Petroleum Act which are approved by the Minister as
3                 Petroleum Titles pursuant to clause 14(2), including any
4                 extensions or renewals thereof; and
5           (c)   each petroleum exploration permit granted under section 37A
6                 of the Petroleum Act in respect of a petroleum exploration
7                 permit which prior to such grant was a Petroleum Title,
8                 including any extensions or renewals thereof; and
9           (d)   any petroleum drilling reservations granted under the
10                Petroleum Act which are approved by the Minister as
11                Petroleum Titles pursuant to clause 14(2), as extended; and
12          (e)   each petroleum retention lease granted under the Petroleum
13                Act in respect of one or more blocks within a petroleum
14                exploration permit or a petroleum drilling reservation which,
15                in each case, is a Petroleum Title, including any renewals of
16                such petroleum retention lease; and
17          (f)   each petroleum production licence granted under the
18                Petroleum Act in respect of one or more blocks within a
19                petroleum exploration permit, petroleum drilling reservation
20                or a petroleum retention lease which, in each case, is a
21                Petroleum Title, excluding petroleum production licences
22                granted pursuant to applications STP-PRA 004 and 005.
23        Pipeline Easements means:
24          (a)   subject to clause 34, the Domgas Project Pipeline Easement;
25                and
26          (b)   subject to clauses 35(6) and 39(6), the LNG Project Pipeline
27                Easement.
28        Pipeline Licences means:
29          (a)   subject to clause 34, the Domgas Project Pipeline Licence;
30                and
31          (b)   subject to clauses 35(6) and 39(6), the LNG Project Pipeline
32                Licence.
33        Pipelines Act means the Petroleum Pipelines Act 1969 (WA).


                                                                       page 13
     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1              Pipelines Act Minister means the Minister in the Government of
2              Western Australia for the time being responsible for the
3              administration of the Pipelines Act and includes the successors in
4              office of that Minister.
5              Plan means the plan marked "A" initialled by or on behalf of the
6              parties hereto for the purpose of identification.
7              Port means a port established under the Port Authorities Act 1999
8              (WA).
9              private roads means the roads referred to in clause 17 and any other
10             roads (whether within or outside the Pipeline Easements) constructed
11             by the Joint Venturers in accordance with approved proposals or
12             agreed by the parties to be a private road for the purposes of this
13             Agreement.
14             Project Pipelines means;
15               (a)   subject to clause 34, the Domgas Project Pipeline; and
16               (b)   subject to clauses 35(6) and 39(6), the LNG Project Pipeline.
17             Project Titles means:
18               (a)   the Domgas Project Pipeline Easement; and
19               (b)   the LNG Project Pipeline Easement; and
20               (c)   any leases, licences or other easements granted to the Joint
21                     Venturers in accordance with clause 15(3); and
22               (d)   any DBP Act section 41(2)(b) approvals or DBP Act
23                     section 34 access rights granted to the Joint Venturers
24                     pursuant to this Agreement.
25             Ratifying Act means the Act that ratifies this Agreement.
26             Relevant LNG Precinct means the LNG Precinct agreed between the
27             Minister and the Joint Venturers pursuant to clause 20.
28             said State means the State of Western Australia.
29             Suspension Period means the period commencing on the
30             Commencement Date and expiring on 31 January 2020.



     page 14
                  Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
          Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1               this Agreement, hereof and hereunder refer to this Agreement,
2               whether in its original form or as from time to time added to, varied or
3               amended.
4               Title Areas means the areas which from time to time during the
5               continuance of this Agreement are the subject of the Petroleum Titles.
6    2.         Interpretation
7         (1)   In this Agreement:
8                 (a)   monetary references are references to Australian currency
9                       unless otherwise specifically expressed;
10                (b)   power given under any clause other than clause 37 to extend
11                      any period or date shall be without prejudice to the power of
12                      the Minister under clause 37;
13                (c)   clause headings do not affect interpretation or construction;
14                (d)   words in the singular shall include the plural and words in the
15                      plural shall include the singular according to the requirements
16                      of the context;
17                (e)   one gender includes the other gender;
18                (f)   a covenant or agreement by more than one person binds, and
19                      is enforceable against, those persons jointly and each of them
20                      severally;
21                (g)   reference to an Act includes the amendments to that Act for
22                      the time being in force and also any Act passed in
23                      substitution therefor or in lieu thereof and the regulations for
24                      the time being in force thereunder;
25                (h)   reference in this Agreement to any other document includes
26                      that document as from time to time added to, varied or
27                      amended and notwithstanding any change in the identity of
28                      the parties;
29                (i)   reference to a clause or schedule is a reference to a clause or
30                      schedule to this Agreement, and a reference to a subclause or
31                      paragraph is a reference to the subclause of the clause or
32                      paragraph of the clause or subclause as the case may be in, or
33                      in relation to, which the reference is made;

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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
     Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1                 (j)   a reference to this Agreement includes the Plan and any
2                       recital, schedule or annexure;
3                 (k)   "including" means "including, but not limited to"; and
4                 (l)   reference to a "person" includes a body corporate.
5         (2)   Nothing in this Agreement shall be construed:
6                 (a)   to exempt the State or the Joint Venturers from compliance
7                       with or to require the State or the Joint Venturers to do
8                       anything contrary to any law relating to native title or any
9                       lawful obligation or requirement imposed on the State or the
10                      Joint Venturers as the case may be pursuant to any law
11                      relating to native title; or
12                (b)   to exempt the Joint Venturers from compliance with any
13                      requirement in connection with the protection of the
14                      environment arising out of or incidental to its activities under
15                      this Agreement that may be made by or under the
16                      Environmental Protection Act, the Contaminated Sites Act,
17                      the Petroleum Act (as modified by this Agreement) or the
18                      Pipelines Act (as modified by this Agreement); or
19                (c)   to exempt the Joint Venturers from compliance with the
20                      provisions of the Aboriginal Heritage Act (as modified by
21                      this Agreement).
22   3.         Ratification and operation
23        (1)   The State shall introduce and sponsor a Bill in the State Parliament of
24              Western Australia prior to 31 December 2012 or such later date as
25              may be agreed between the parties hereto to ratify this Agreement.
26              The State shall endeavour to secure the timely passage of such Bill as
27              an Act.
28        (2)   The provisions of this Agreement other than this clause and clauses 1
29              and 2 will not come into operation until the day after the day on
30              which the Bill referred to in subclause (1) has been passed by the
31              State Parliament of Western Australia and commences to operate as
32              an Act.
33        (3)   If by 31 December 2013 the said Bill has not commenced to operate
34              as an Act then, unless the parties hereto otherwise agree, this


     page 16
                  Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
          Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1               Agreement will then cease and determine and no party hereto will
2               have any claim against any other party hereto with respect to any
3               matter or thing arising out of, done, performed, or omitted to be done
4               or performed under this Agreement.
5         (4)   On the day after the day on which the said Bill commences to operate
6               as an Act all the provisions of this Agreement will operate and take
7               effect despite any enactment or other law.
8    4.         Initial obligations of the State
9         (1)   The State shall subject to the adequate protection of the environment
10              (including flora and fauna) and the land affected (including
11              improvements thereon) arrange for the issue of requisite authority
12              under any one or more of (as determined by the State in its
13              discretion):
14                (a)   section 91 of the Land Act; or
15                (b)   section 7 of the Pipelines Act; or
16                (c)   section 182 of the Land Act,
17              to allow the Joint Venturers to enter upon Crown land within the
18              meaning of the Land Act or the Pipelines Act as the case may be
19              (including, if applicable, land the subject of a pastoral lease but
20              excluding land within a Port or the DBNGP corridor) with plant and
21              equipment to carry out all works to the extent reasonably necessary
22              for the purposes of undertaking its obligations under
23              clause 5(1)(b)(ii).
24        (2)   For the purposes of paragraph (c) of subclause (1), section 182 of the
25              Land Act shall apply as if the Domgas Project is a proposed public
26              work for which the Land Act Minister is under that section authorised
27              to take interests in land within the meaning of that section.
28        (3)   The Joint Venturers acknowledge that they shall be responsible for
29              obtaining in a form and substance acceptable to the Minister all
30              unconditional and irrevocable consents of each person whose consent
31              the relevant grantor (acting with the concurrence of the Minister)
32              requires for the grant of any requisite authority referred to in
33              subclause (1).




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1    5.         Initial obligations of the Joint Venturers
2         (1)   The Joint Venturers shall:
3                 (a)   continue to explore and evaluate the Title Areas in
4                       accordance with their obligations under the Petroleum Act (as
5                       modified by this Agreement) as holders of the relevant
6                       Petroleum Titles; and
7                 (b)   in addition undertake field and office geological, geophysical,
8                       geotechnical, engineering and environmental investigations,
9                       appraisals and studies and in due course marketing and
10                      finance studies and other matters necessary for them:
11                        (i)    to prove up sufficient reserves of natural gas within
12                               the Title Areas to underpin the establishment and
13                               sustained operation of a technically and economically
14                               viable Domgas Project; and
15                        (ii)   subject to subparagraph (i), to finalise and to submit
16                               to the Minister the detailed proposals referred to in
17                               clause 11.
18        (2)   The Joint Venturers shall keep the State fully informed in writing at 6
19              monthly intervals from the Commencement Date as to the progress
20              and results of their investigations, appraisals, studies and other
21              matters undertaken by them under subclause (1)(b) and supply to the
22              Minister such information in relation thereto as the Minister may
23              request from time to time.
24        (3)   The Joint Venturers shall co-operate with the State and consult with
25              the representatives or officers of the State regarding matters referred
26              to in subclauses (1) and (2) and any other relevant studies in relation
27              to those subclauses that the Minister may reasonably request the Joint
28              Venturers to undertake.
29        (4)   For the purposes of this Agreement in relation to the undertaking or
30              proposed undertaking of the Domgas Project or the LNG Project the
31              Aboriginal Heritage Act applies as if it were modified by:
32                (a)   the insertion before the full stop at the end of section 18(1) of
33                      the words:
34                      "and the expression "the Joint Venturers" means the persons
35                      from time to time comprising "the Joint Venturers" in their


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1                 capacity as such under the agreement made on or about
2                 6 November 2012 between The Honourable Colin James
3                 Barnett, Premier of the State of Western Australia acting for
4                 and on behalf of the said State and its instrumentalities from
5                 time to time, Buru Energy Limited ACN 130 651 437,
6                 Diamond Resources (Fitzroy) Pty Ltd ACN 145 113 177,
7                 Diamond Resources (Canning) Pty Ltd ACN 145 113 186
8                 and Mitsubishi Corporation, as varied from time to time, in
9                 relation to the use or proposed use of land pursuant to that
10                agreement after and in accordance with approved proposals
11                under that agreement and in relation to the use of that land
12                before any such approval of proposals where the Joint
13                Venturers have the requisite authority to enter upon and so
14                use the land";
15          (b)   the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the
16                words "or the Joint Venturers as the case may be" after the
17                words "owner of any land";
18          (c)   the insertion in section 18(3) of the words "or the Joint
19                Venturers as the case may be" after the words "the owner";
20          (d)   the insertion of the following sentences at the end of
21                section 18(3):
22                "In relation to a notice from the Joint Venturers the
23                conditions that the Minister may specify can as appropriate
24                include, among other conditions, a condition restricting the
25                Joint Venturers' use of the relevant land to after the approval
26                or deemed approval as the case may be under the
27                abovementioned agreement of all the Joint Venturers
28                submitted detailed proposals for the Domgas Project or the
29                LNG Project (as each is defined in the above-mentioned
30                agreement), as the case may be, or in the case of additional
31                proposals submitted or to be submitted by the Joint Venturers
32                to after the approval or deemed approval under that
33                agreement of such additional proposals, and to the extent so
34                approved." and
35          (e)   the insertion in sections 18(2) and 18(5) of the words "or it as
36                the case may be" after the word "he".



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1               The Joint Venturers acknowledge that nothing in this subclause nor
2               the granting of any consents under section 18 of the Aboriginal
3               Heritage Act will constitute or be construed as constituting the
4               approval of any proposals submitted or to be submitted by the Joint
5               Venturers under this Agreement or as the grant or promise of any land
6               tenure for the purposes of this Agreement.
7    6.         Community development plan
8         (1)   In this clause, the term "community and social benefits" includes:
9                 (a)   assistance with skills development and training opportunities
10                      to promote work readiness and employment for persons
11                      living in the north west region of the said State; and
12                (b)   regional development activities in the north west region of the
13                      said State including partnerships and sponsorships; and
14                (c)   contribution to any community projects, town services or
15                      facilities having regard to the impact of the Domgas Project
16                      or the LNG Project as the case may be on towns or
17                      communities in the north west region of the said State.
18        (2)   The Joint Venturers acknowledge the need for community and social
19              benefits flowing from this Agreement.
20        (3)   The Joint Venturers agree that, prior to the time at which they submit
21              any proposals pursuant to clause 11 and, if required by the Minister,
22              prior to the time at which they submit any proposals pursuant to
23              clauses 13, 21 or 23, they shall:
24                (a)   prepare a plan which describes the Joint Venturers' proposed
25                      strategies for achieving community and social benefits in
26                      connection with the developments proposed; and
27                (b)   submit to the Minister the plan prepared pursuant to
28                      subclause (3)(a) and confer with the Minister in respect of the
29                      plan.
30        (4)   The Minister shall within one month after receipt of a plan submitted
31              under subclause (3)(b), either notify the Joint Venturers that the
32              Minister approves the plan as submitted or notify the Joint Venturers
33              of changes which the Minister requires be made to the plan. If the
34              Joint Venturers are unwilling to accept the changes which the


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1               Minister requires they shall notify the Minister to that effect and
2               either party may refer to arbitration hereunder the question of the
3               reasonableness of the changes required by the Minister.
4         (5)   The effect of an award made on an arbitration pursuant to
5               subclause (4) shall be that the plan submitted by the Joint Venturers
6               pursuant to subclause (3)(b) shall, with such changes required by the
7               Minister under subclause (4) as the arbitrator determines to be
8               reasonable (with or without modification by the arbitrator), be deemed
9               to be the plan approved by the Minister under this clause.
10        (6)   During the currency of this Agreement, the Joint Venturers shall
11              implement the plan approved or deemed to be approved by the
12              Minister under this clause.
13        (7)   The Joint Venturers shall at least annually report to the Minister about
14              the Joint Venturers' implementation of the plan approved or deemed
15              to be approved by the Minister under this clause.
16        (8)   At the request of either of them made at any time and from time to
17              time, the Minister and the Joint Venturers shall confer as to any
18              amendments desired to any plan approved or deemed to be approved
19              by the Minister under this clause and may agree to amendment of the
20              plan or adoption of a new plan. Any such amended plan or new plan
21              will be deemed to be the plan approved by the Minister under this
22              clause.
23   7.         Local industry participation plan
24        (1)   In this clause, the term "local industry participation benefits" means:
25                (a)   the use and training of labour available within the said State;
26                      and
27                (b)   the use of the services of engineers, surveyors, architects and
28                      other professional consultants, experts, specialists, project
29                      managers and contractors available within the said State; and
30                (c)   the procurement of works, materials, plant, equipment and
31                      supplies from Western Australian suppliers, manufacturers
32                      and contractors.
33        (2)   The Joint Venturers acknowledge the need for local industry
34              participation benefits flowing from this Agreement.


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1       (3)    The Joint Venturers agree that they shall prepare and, in accordance
2              with clause 11(8)(c), provide to the Minister a plan which contains in
3              connection with the development proposed or to be proposed as the
4              case may be pursuant to clause 11:
5                (a)   a clear statement on the strategies which the Joint Venturers
6                      will use, and require a third party as referred to in
7                      clause 27(2) to use, to maximise the uses and procurement
8                      referred to in subclause (1); and
9                (b)   detailed information on the procurement practices the Joint
10                     Venturers will adopt, and require a third party as referred to
11                     in clause 27(2) to adopt, in calling for tenders and letting
12                     contracts for works, materials, plant, equipment and supplies
13                     and how such practices will provide full fair and reasonable
14                     opportunity for suitably qualified Western Australian
15                     suppliers, manufacturers and contractors to tender or quote
16                     for works, materials, plant, equipment and supplies; and
17               (c)   detailed information on the methods the Joint Venturers will
18                     use, and require a third party as referred to in clause 27(2) to
19                     use, to have their respective procurement officers promptly
20                     introduced to Western Australian suppliers, manufacturers
21                     and contractors seeking such introduction; and
22               (d)   details of the communication strategies the Joint Venturers
23                     will use, and require a third party as referred to in
24                     clause 27(2) to use, to alert Western Australian engineers,
25                     surveyors, architects and other professional consultants,
26                     experts, specialists and project managers and Western
27                     Australian suppliers, manufacturers and contractors to
28                     services opportunities and procurement opportunities
29                     respectively as referred to in subclause (1).
30             It is acknowledged by the Joint Venturers that the strategies of the
31             Joint Venturers referred to in subclause (3)(a) will include strategies
32             of the Joint Venturers in relation to the supply of services, labour,
33             works, materials, plant and equipment or supplies for the purposes of
34             this Agreement.
35      (4)    During the currency of this Agreement the Joint Venturers shall
36             implement the plan provided in compliance with this clause.


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1         (5)   At the request of either of them made at any time and from time to
2               time, the Minister and the Joint Venturers shall confer as to any
3               amendments desired to any plan provided in compliance with this
4               clause and may agree to the amendment of the plan or the provision of
5               a new plan in substitution for the one previously provided.
6         (6)   The provisions of subclauses (3) and (4) shall apply mutatis mutandis
7               to any development proposed or to be proposed as the case may be
8               pursuant to clauses 13, 21 or 23 (unless the Minister otherwise
9               requires).
10   8.         Domgas Commitment
11        (1)   The parties acknowledge for the purposes of this clause and
12              clauses 10 and 11 that it is their common aspiration that the Joint
13              Venturers will, subject to the proving up of sufficient reserves of
14              natural gas within the Title Areas, prior to the date that is 25 years
15              after the Domgas Project Operation Date progressively and
16              continuously make available for sale into the Western Australian
17              domestic gas market a quantity of Domgas (produced as part of the
18              Domgas Project from natural gas obtained from within the Title
19              Areas) that is equivalent to at least 1,500 petajoules of natural gas.
20        (2)   The Joint Venturers shall no later than 31 March 2016 commence to
21              market Domgas (to be produced as part of the Domgas Project from
22              natural gas obtained from within the Title Areas) on an ongoing basis
23              for sale into the Western Australian domestic gas market and
24              Petrochemical feed stocks for sale as contemplated by clause 28.
25        (3)   In the event liquefied natural gas for export is being produced, or is to
26              be produced, from natural gas obtained from within the Title Areas,
27              the Joint Venturers shall be obliged to market and make available for
28              sale into the Western Australian domestic gas market a quantity of
29              Domgas (produced from natural gas obtained from within the Title
30              Areas) which at any time during the currency of this Agreement
31              (including as extended from time to time) is equal to the equivalent of
32              at least the Relevant Percentage of the aggregate energy value of
33              liquefied natural gas which at that point in time has been produced for
34              export from natural gas obtained from within the Title Areas.




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1              The parties acknowledge that for the purpose of this subclause the
2              energy value of:
3                (a)   Domgas (produced after the Commencement Date from
4                      natural gas obtained from within the Title Areas) sold by any
5                      one or more of the Joint Venturers into the Western
6                      Australian domestic gas market; and
7                (b)   Petrochemical feed stocks produced and sold by any one or
8                      more of the Joint Venturers in compliance with clause 28,
9              shall be counted towards the Joint Venturers' Domgas Commitment as
10             set out in this subclause.
11             For the purpose of this subclause:
12             Domestic Gas Reservation Policy means the State's policy on
13             securing domestic gas supplies as published in August 2012 in the
14             Strategic Energy Initiative: Energy 2031, as revised or replaced from
15             time to time including legislatively;
16             energy value means in relation to a quantity of petroleum product the
17             thermal energy equivalent of that quantity in joules calculated in
18             accordance with good industry practice;
19             Relevant Percentage means 15% or such greater or lesser percentage
20             as may be specified in, or applying for the purposes of, the Domestic
21             Gas Reservation Policy at the Relevant Time; and
22             Relevant Time means:
23               (a)   the date on which the Minister first gives consent pursuant to
24                     clause 19 for the commercialisation of natural gas obtained
25                     from within the Title Areas as liquefied natural gas for
26                     export; or
27               (b)   the date on which agreement between the Minister and the
28                     Joint Venturers is first reached pursuant to clause 20 on all
29                     matters required by that clause to be agreed between them,
30             whichever occurs first.
31      (4)    The parties acknowledge that it is their common expectation that the
32             Joint Venturers will expand their Domgas Project in accordance with



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1          this Agreement so as to allow them to supply additional Domgas as
2          contemplated by subclause (3).
3    (5)   As part of their Domgas Commitment the Joint Venturers agree:
4            (a)   to reserve or procure the reservation from time to time of
5                  natural gas within the Title Areas sufficient for the sustained
6                  operation of the Domgas Project in accordance with approved
7                  proposals and otherwise for them to meet their Domgas
8                  Commitment generally; and
9            (b)   to discharge their abovementioned ongoing marketing
10                 obligations in good faith, actively and diligently (exercising
11                 the degree of skill, prudence and foresight which would
12                 reasonably be exercised by a skilled and experienced person
13                 engaged in the same type of undertaking) including assessing
14                 through activities such as market research and discussions
15                 with potential buyers demand for such Domgas and
16                 Petrochemical feed stocks; and
17           (c)   to provide the Minister at least every 12 months (unless the
18                 Minister requests otherwise) after 31 March 2016 with a
19                 report as to the performance of their Domgas Commitment.
20   (6)   The Minister may at any time appoint at the cost of the Joint
21         Venturers (subject to an agreed budget) an agreed person who is
22         independent of the parties and does not have any conflict of interest
23         with other companies involved in the Western Australian domestic
24         gas industry to advise the Minister of the extent to which the Joint
25         Venturers have actively and diligently undertaken ongoing marketing
26         in accordance with this clause. The Joint Venturers will provide on a
27         confidential basis to such person, information on their marketing
28         activities including indicative prices, quantities and qualities of
29         Domgas and Petrochemical feed stocks offered for sale.
30   (7)   The provisions of clause 36 shall not apply to this clause.
31   (8)   Subject to clause 19 and the provisions of this Agreement relating or
32         otherwise relevant to the submission and approval of proposals,
33         nothing in this Agreement is to be construed as preventing or
34         restricting the Joint Venturers from commercialising, by the
35         production of Domgas as part of the Domgas Project, more natural



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1                gas from within the Title Areas than is required to be reserved for that
2                purpose pursuant to subclause (5)(a).
3    9.          Joint Venturers' continuing exploration obligation
4          (1)   The Joint Venturers shall notwithstanding the submission and
5                approval of proposals for the establishment and operation of the
6                Domgas Project continue to actively explore the Title Areas for
7                natural gas in accordance with the Petroleum Act (as modified by this
8                Agreement) with a view to commercialising such natural gas as
9                Domgas and, if the Joint Venturers so wish, liquefied natural gas for
10               export.
11         (2)   The Joint Venturers shall keep the State fully informed in writing at 6
12               monthly intervals from the date of approval or deemed approval of all
13               of their proposals submitted under clause 11(1) as to the progress and
14               results of the exploration undertaken by them under subclause (1) and
15               supply to the Minister such information in relation thereto as the
16               Minister may request from time to time.
17         (3)   The Joint Venturers shall co-operate with the State and consult with
18               the representatives or officers of the State regarding matters referred
19               to in subclauses (1) and (2).
20   10.         Domgas Project Pipeline Corridor
21         (1)   During their investigations, appraisals and studies required under
22               clause 5 (but not earlier than 31 December 2014) the Joint Venturers
23               shall consult with the Minister to seek the agreement of the Minister
24               (after the Minister consults the Pipelines Act Minister and (if
25               relevant) the DBNGP Land Access Minister and the Commissioner of
26               Main Roads) as to:
27                 (a)   the diameter of the Domgas Project Pipeline having regard to
28                       (but not limited to) the parties' aspirations as set out in
29                       clause 8(1), proven reserves of natural gas within the Title
30                       Areas and information provided by the Joint Venturers
31                       pursuant to clause 5; and
32                 (b)   where the Domgas Project Pipeline will begin and end; and
33                 (c)   the route for the Domgas Project Pipeline and associated
34                       access roads to be within the Domgas Project Pipeline
35                       Corridor; and

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1            (d)   the land required to be included in the Domgas Project
2                  Pipeline Easement for that route as well as for associated
3                  infrastructure and works and areas from which stone, sand,
4                  clay and gravel may be taken.
5          In seeking such agreement on the matters referred to in
6          paragraphs (b), (c) and (d), regard shall be had to achieving a balance
7          between engineering matters including costs, the nature and use of
8          any lands concerned and interests therein and the costs of acquiring
9          the land (all of which shall be borne by the Joint Venturers). The
10         parties acknowledge that the width of the Domgas Project Pipeline
11         Corridor may need to vary along its route to accommodate the
12         Domgas Project Pipeline, access roads and associated infrastructure
13         and works and areas from which stone, sand, clay and gravel may be
14         taken.
15   (2)   The Minister and the Joint Venturers may from time to time before
16         the submission of proposals vary their agreement pursuant to
17         subclause (1).
18   (3)   The Joint Venturers acknowledge that they shall be responsible for
19         obtaining in a form and substance acceptable to the Minister all
20         unconditional and irrevocable consents of each person whose consent
21         the Land Act Minister (acting with the concurrence of the Minister)
22         requires for:
23           (a)   the grant of the Domgas Project Pipeline Easement; and
24           (b)   the inclusion of additional land in the Domgas Project
25                 Pipeline Easement as referred to in clause 15(8).
26   (4)   The provisions of clause 42 shall not apply to subclauses (1) or (2).
27   (5)   An application under the Pipelines Act for the same purpose (or in the
28         Minister's opinion substantially the same purpose) as the Domgas
29         Project Pipeline may only be made by the Joint Venturers after
30         agreement has been reached by them with the Minister in accordance
31         with subclause (1).
32   (6)   The Joint Venturers acknowledge that they shall be responsible for
33         applying (consistent with the matters agreed by them with the
34         Minister pursuant to clause 10) under the Pipelines Act for the grant
35         to them of the Domgas Project Pipeline Licence.


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1    11.         Joint Venturers to submit proposals for Domgas Project
2          (1)   Subject to the Environmental Protection Act and the other provisions
3                of this Agreement, the Joint Venturers shall submit to the Minister by
4                30 June 2016 to the fullest extent reasonably practicable their detailed
5                proposals (including plans where practicable and specifications where
6                reasonably required by the Minister and any other details normally
7                required by a local government in whose areas any works are to be
8                situated) with respect to undertaking of the Domgas Project, which
9                proposals shall include the location, area, layout, design, materials
10               and time program for the commencement and completion of
11               construction or the provision (as the case may be) of each of the
12               following matters namely:
13                 (a)   the Domgas Project Treatment Plant at the commencement of
14                       the Domgas Project Pipeline and other Domgas Project
15                       Treatment Plants (if any);
16                 (b)   the Domgas Project Pipeline within the Domgas Project
17                       Pipeline Corridor;
18                 (c)   the pipeline connections to connect the Domgas Project
19                       Pipeline to each Domgas Project Treatment Plant to be
20                       constructed and to the domestic gas network in the said State;
21                 (d)   associated infrastructure and works to be within the Domgas
22                       Project Pipeline Corridor;
23                 (e)   temporary works in relation to the construction and testing of
24                       any Domgas Project Treatment Plant and the Domgas Project
25                       Pipeline;
26                 (f)   accommodation for the Joint Venturers' construction
27                       workforce in the vicinity of the Domgas Project Pipeline
28                       Corridor;
29                 (g)   water supply;
30                 (h)   electricity supplies;
31                 (i)   telecommunications;
32                 (j)   construction and permanent road access including within the
33                       Domgas Project Pipeline Corridor;


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1            (k)   any other works, services or facilities required by the Joint
2                  Venturers; and
3            (l)   leases, licences or easements under the Land Act or DBP Act
4                  section 41(2)(b) approval or DBP Act section 34 access right
5                  required by the Joint Venturers from the State.
6    (2)   The Joint Venturers may only submit proposals under subclause (1)
7          if:
8            (a)   a plan as referred to in clause 6 has been approved by the
9                  Minister; and
10           (b)   the Minister and the Joint Venturers have reached agreement
11                 pursuant to clause 10 on all matters required to be agreed
12                 between them by that clause; and
13           (c)   the Joint Venturers have applied under the Pipelines Act for
14                 the grant to them of the Domgas Project Pipeline Licence and
15                 such application is current.
16   (3)   Proposals pursuant to subclause (1):
17           (a)   must specify the matters agreed between the Minister and the
18                 Joint Venturers pursuant to clause 10 and must not be
19                 contrary to or inconsistent with such agreed matters;
20           (b)   must specify the capacity (expressed in terajoules per day) of
21                 the Domgas Project Pipeline proposed to be constructed; and
22           (c)   must specify the capacity of each Domgas Project Treatment
23                 Plant proposed to be constructed; and
24           (d)   must specify the term of the Domgas Project; and
25           (e)   must provide for the construction of the Domgas Project
26                 Pipeline to be commenced within 12 calendar months after
27                 approval of all of the Joint Venturers' proposals or grant of
28                 the Domgas Project Pipeline Licence (whichever is the later)
29                 and completed, and first transmission of natural gas to
30                 commence, within 2 years thereafter; and
31           (f)   must provide for the construction of all other proposed
32                 facilities, infrastructure and works to commence not later
33                 than 12 months after the approval of all of the Joint

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1                      Venturers' proposals and to be completed and operational
2                      within 3 years thereafter.
3              The parties also acknowledge that proposals pursuant to subclause (1)
4              shall contemplate the construction, operation and maintenance of the
5              Domgas Project Pipeline, access roads and associated infrastructure
6              and works within the Domgas Project Pipeline Corridor subject to and
7              in accordance with the safety cases and such other plans and
8              requirements from time to time of the Pipelines Act and regulations
9              under the Pipelines Act.
10      (4)    Each of the proposals submitted pursuant to subclause (1) may with
11             the consent of the Minister and that of any other parties concerned
12             instead of providing for the construction of new facilities or
13             equipment or the provision of new services of the kind therein
14             mentioned provide for the use by the Joint Venturers of any existing
15             facilities equipment or services of such kind (other than the pipe or
16             system of pipes, being part of the LNG Project Pipeline) belonging to
17             the Joint Venturers or, upon terms and conditions agreed between the
18             Joint Venturers and the other parties of any other existing facilities
19             equipment or services of such kind.
20      (5)    The Joint Venturers may with the consent of the Minister propose, as
21             part of their proposals under this clause or under clause 13 the
22             construction, establishment, provision, enlargement or extension as
23             the case may be as part of the Domgas Project of facilities, equipment
24             or services (other than the pipe or system of pipes, being part of the
25             Domgas Project Pipeline) for use as part of the LNG Project (whether
26             current or proposed).
27      (6)    Each of the proposals pursuant to subclause (1) may with the approval
28             of the Minister, or must if so required by the Minister, be submitted
29             separately and in any order as to the matter or matters mentioned in
30             one or more of paragraphs (a) to (l) of subclause (1), and until all of
31             its proposals under this clause have been approved the Joint Venturers
32             may withdraw and may resubmit any proposal but the withdrawal of
33             any proposal shall not affect the obligations of the Joint Venturers to
34             submit a proposal under this clause in respect of the subject matter of
35             the withdrawn proposal.
36      (7)    The Joint Venturers shall, whenever any of the following matters
37             referred to in this subclause are proposed by the Joint Venturers


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1          (whether before or during the submission of proposals under this
2          clause), submit to the Minister details of any services (including any
3          elements of the project investigations, design and management) and
4          any works, materials, plant, equipment and supplies that they propose
5          to consider obtaining from or having carried out or permitting to be
6          obtained from or carried out outside Australia, together with their
7          reasons therefor and shall, if required by the Minister consult with the
8          Minister with respect thereto.
9    (8)   At the time when the Joint Venturers submit the last of the said
10         proposals pursuant to this clause, they shall:
11           (a)   furnish to the Minister's reasonable satisfaction evidence:
12                    (i)   that the Joint Venturers are financially capable of
13                          undertaking the operations to which the said
14                          proposals refer; and
15                   (ii)   that the Joint Venturers are ready to embark upon and
16                          proceed to carry out the operations referred to in the
17                          said proposals including with respect to connecting
18                          the Domgas Project Pipeline to the domestic gas
19                          pipeline network; and
20                  (iii)   that the Pipelines Act Minister is ready to, upon the
21                          Minister's approval of the said proposals, grant the
22                          Domgas Project Pipeline Licence; and
23                  (iv)    that the Pipelines Act Minister is ready to, upon the
24                          Minister's approval of the said proposals, grant all
25                          consents required under the Pipelines Act or
26                          regulations made thereunder for the commencement
27                          of pipeline construction; and
28                   (v)    the DBNGP Land Access Minister is ready to, upon
29                          the Minister's approval of the said proposals, grant
30                          any DBP Act section 41(2)(b) approval and DBP Act
31                          section 34 access right required by the Joint
32                          Venturers; and
33                  (vi)    that the Joint Venturers hold, or the readiness of
34                          relevant authorities and agencies to, upon the
35                          Minister's approval of their proposals, grant


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1                                approvals, consents, licences or other rights required
2                                to implement the proposals; and
3                  (b)   furnish to the Minister the consents required by the Land Act
4                        Minister (acting with the concurrence of the Minister) for the
5                        grant of the Domgas Project Pipeline Easement as referred to
6                        in clause 10(3)(a); and
7                  (c)   furnish to the Minister the local industry participation plan
8                        referred to in clause 7(3).
9          (9)   The provisions of clause 36 shall not apply to this clause.
10   12.         Consideration of Domgas Project proposals
11         (1)   In respect of each proposal pursuant to clause 11(1) the Minister shall
12               subject to the Environmental Protection Act:
13                 (a)   approve of the proposal without qualification or reservation;
14                       or
15                 (b)   defer consideration of or decision upon the same until such
16                       time as the Joint Venturers submit a further proposal or
17                       proposals in respect of some other of the matters mentioned
18                       in clause 11(1) not covered by the said proposal or until such
19                       time as clause 11(8) has been complied with by the Joint
20                       Venturers; or
21                 (c)   require as a condition precedent to the giving of his approval
22                       to the said proposal that the Joint Venturers make such
23                       alteration thereto or comply with such conditions in respect
24                       thereto as he (having regard to the circumstances including
25                       the overall development of and the use by others as well as
26                       the Joint Venturers of all or any of the facilities proposed to
27                       be provided) think reasonable and in such a case the Minister
28                       shall disclose his reasons for such conditions,
29               PROVIDED ALWAYS that where implementation of any proposals
30               hereunder have been approved pursuant to the Environmental
31               Protection Act subject to conditions or procedures, any approval or
32               decision of the Minister under this clause shall if the case so requires
33               incorporate a requirement that the Joint Venturers make such
34               alterations to the proposals as may be necessary to make them accord
35               with those conditions or procedures.

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1    (2)   The Minister shall within 2 months after the later of:
2            (a)   receipt of proposals pursuant to clause 11(1);
3            (b)   where the proposals are to be assessed under Part IV of the
4                  Environmental Protection Act, service on the Minister of an
5                  authority under section 45(7) of the Environmental Protection
6                  Act;
7            (c)   where a proposal will or may require the State to do any act
8                  which affects any native title rights and interests, completion
9                  of all processes required by laws relating to native title to be
10                 undertaken by the State before that act may be done by the
11                 State,
12         give notice to the Joint Venturers of his decision in respect to the
13         proposals.
14   (3)   If the decision of the Minister is as mentioned in either of
15         paragraphs (b) or (c) of subclause (1) the Minister shall afford the
16         Joint Venturers full opportunity to consult with him and should they
17         so desire to submit new or revised proposals either generally or in
18         respect to some particular matter.
19   (4)   If the decision of the Minister is as mentioned in either of
20         paragraphs (b) or (c) of subclause (1) and the Joint Venturers consider
21         that the decision is unreasonable the Joint Venturers within 2 months
22         after receipt of the notice mentioned in subclause (2) may elect to
23         refer to arbitration in the manner hereinafter provided the question of
24         the reasonableness of the decision provided that any requirement of
25         the Minister pursuant to the proviso to subclause (1) shall not be
26         referable to arbitration hereunder.
27   (5)   An award made on an arbitration pursuant to subclause (4) shall have
28         force and effect as follows:
29           (a)   if by the award the dispute is decided against the Joint
30                 Venturers then unless the Joint Venturers within 3 months
31                 after delivery of the award give notice to the Minister of their
32                 acceptance of the award this Agreement shall on the
33                 expiration of that period of 3 months cease and determine; or
34           (b)   if by the award the dispute is decided in favour of the Joint
35                 Venturers the decision shall take effect as a notice by the

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1                        Minister that the Minister is so satisfied with and approves
2                        the matter or matters the subject of the arbitration.
3          (6)   Notwithstanding any provision of this Agreement or that the plan
4                required to be approved pursuant to clause 6 has not been approved or
5                that the agreement required to be reached between the Minister and
6                the Joint Venturers pursuant to clause 10 has not been so reached or
7                that under this clause any proposals of the Joint Venturers are
8                approved by the Minister or determined by arbitration award, unless
9                each and every matter required pursuant to clause 11 is so approved or
10               determined by 30 June 2018, the Minister may give the Joint
11               Venturers 6 months notice of intention to determine this Agreement
12               and unless before the expiration of the said 6 months period all the
13               detailed proposals and matters are so approved or determined this
14               Agreement shall on the expiration of that period cease and determine
15               subject to the provisions of clause 39.
16         (7)   Subject to and in accordance with the Environmental Protection Act
17               and any approvals and licences required under that Act the Joint
18               Venturers shall implement the approved proposals in accordance with
19               the terms thereof.
20         (8)   Notwithstanding clause 35 the Minister may during the
21               implementation of approved proposals approve variations to those
22               proposals.
23   13.         Expansion of Domgas Project
24         (1)   If the Joint Venturers at any time during the currency of this
25               Agreement desire to:
26                 (a)   extend or enlarge the Domgas Project Pipeline or a Domgas
27                       Project Treatment Plant or increase the capacity of that
28                       pipeline or treatment plant beyond that specified in the
29                       approved proposals; or
30                 (b)   connect an existing or proposed pipeline to the Domgas
31                       Project Pipeline; or
32                 (c)   otherwise to significantly modify, expand or otherwise vary
33                       their activities that are the subject of this Agreement and that
34                       may be carried on by them pursuant to this Agreement as part



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1                  of the Domgas Project beyond those activities specified in the
2                  then approved proposals,
3          they shall give notice of such desire to the Minister and furnish to the
4          Minister with that notice an outline of their proposals in respect
5          thereto (including such matters mentioned in clauses 10 and 11(1) as
6          are relevant or as the Minister otherwise requires).
7    (2)   The Minister shall within one month after receiving a notice under
8          subclause (1) advise the Joint Venturers whether or not he approves
9          in-principle the proposed extension, enlargement, increase,
10         connection or other modification, expansion or variation. An
11         in-principle approval by the Minister under this subclause may be
12         given subject to conditions including a condition requiring variations
13         or additions to this Agreement provided that any such condition shall
14         not without the consent of the Joint Venturers require variations of:
15           (a)   the term of any Petroleum Titles or rentals or royalties
16                 payable thereunder; or
17           (b)   the rates or method of calculating royalty on petroleum
18                 produced from the Petroleum Titles.
19         The Minister shall afford the Joint Venturers full opportunity to
20         consult with the Minister in respect of any decision of the Minister
21         under this subclause.
22   (3)   If the Minister gives in-principle approval under subclause (2) the
23         Joint Venturers may but not otherwise submit detailed proposals in
24         respect thereof provided that the provisions of clause 5 (other than
25         subclause (1)(a) and (1)(b)(i)) and (if the proposals are to include an
26         extension or enlargement of the Domgas Project Pipeline) clause 10
27         shall mutatis mutandis apply prior to submission of detailed proposals
28         in respect thereof.
29   (4)   Subject to the Environmental Protection Act and the provisions of this
30         Agreement the Joint Venturers shall submit to the Minister within a
31         reasonable timeframe (as determined by the Minister) after the giving
32         of the Minister's in-principle approval, detailed proposals in respect
33         thereof in accordance with any conditions of that approval otherwise
34         that in-principle approval shall lapse.




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1          (5)   The provisions of clause 11 (other than subclause (3)(d), with the
2                reference in subclause (8)(a)(iii) being read as a reference to the
3                Pipelines Act Minister being ready to vary the Domgas Pipeline
4                Licence to accord with the approved proposals, with the reference in
5                subclause (8)(b) being read as a reference to clause 10(3)(b) and the
6                reference in subclause (8)(c) being read as a reference to clause 7(3)
7                as applying pursuant to clause 7(6)) and of clause 12 (other than
8                subclauses (5)(a) and (6)) shall mutatis mutandis apply to detailed
9                proposals submitted pursuant to this clause. The Joint Venturers may
10               withdraw such proposals at any time before approval thereof or,
11               where any decision of the Minister in respect thereof is referred to
12               arbitration, within 3 months after the award by notice to the Minister
13               that it shall not be proceeding with the same. In that event the
14               Minister's in-principle approval shall lapse.
15         (6)   Subject to and in accordance with the Environmental Protection Act
16               and any approvals or licences required under that Act, the Joint
17               Venturers shall implement approved proposals pursuant to this clause
18               in accordance with the terms thereof.
19   14.         Petroleum Titles
20         (1)   For the purposes of this Agreement and without limiting the operation
21               of other subclauses, the application of the Petroleum Act and the
22               regulations made thereunder in relation to Petroleum Titles is, and the
23               rights and obligations of the holders from time to time of Petroleum
24               Titles are, specifically modified during the continuance of this
25               Agreement as follows:
26                 (a)   section 41 of the Petroleum Act shall not apply to an
27                       application made during the Suspension Period under
28                       section 40 of the Petroleum Act for the renewal of a
29                       petroleum exploration permit; and
30                 (b)   an application made under section 40 of the Petroleum Act
31                       during the Suspension Period for the renewal of a petroleum
32                       exploration permit must be in respect of all of the blocks in
33                       respect of which the permit is then in force unless the
34                       Petroleum Act Minister (acting with the concurrence of the
35                       Minister) otherwise consents to the application being made in
36                       respect of a lesser number of blocks;



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1           (c)   an application made under section 40 of the Petroleum Act
2                 during the Suspension Period for the renewal of a petroleum
3                 exploration permit may not be made earlier than 6 calendar
4                 months before the date of expiration of the permit; and
5           (d)   in relation to section 97:
6                   (i)   section 97(3) shall not apply:
7                            (A)     during the Suspension Period in respect of a
8                                    petroleum exploration permit; and
9                            (B)     to a petroleum exploration permit that is
10                                   renewed during the Suspension Period in
11                                   respect of that renewed term; and
12                 (ii)   without restricting a permittee's right to make
13                        applications in respect of a variation, suspension or
14                        exemption under section 97(1)(g), the permittee may,
15                        at any time during the first 9 months of the final year
16                        of the term of a petroleum exploration permit that has
17                        been renewed during the Suspension Period, make an
18                        application pursuant to section 97(1)(g) for:
19                           (A)     a variation or suspension of the minimum
20                                   work commitments relating to that renewed
21                                   term of the petroleum exploration permit;
22                                   or
23                           (B)     an exemption from compliance with the
24                                   minimum work commitments relating to
25                                   that renewed term of the petroleum
26                                   exploration permit,
27                        notwithstanding that at the time of making such
28                        application the permittee has not complied with or is
29                        unlikely to be able to comply with the relevant
30                        minimum work commitments. In such case the
31                        Petroleum Act Minister is (in addition to his or her
32                        powers under section 97(1)) empowered, if he or she
33                        (after consulting the Minister) considers it appropriate
34                        in all the circumstances, to vary or suspend the
35                        commitments or exempt the permittee from the


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1                             commitments with such variation, suspension or
2                             exemption having, to the extent the Petroleum Act
3                             Minister    considers     appropriate, retrospective
4                             operation in relation to the non-compliance or likely
5                             non-compliance; and
6               (e)   in relation to a petroleum exploration permit to be renewed or
7                     renewed (as the case may be) during the Suspension Period:
8                       (i)   in the determination of the minimum work
9                             commitments for any renewed term of the permit, the
10                            Petroleum Act Minister shall have regard to the
11                            permittee's obligations under clauses 5 and 9(1) of
12                            this Agreement; and
13                     (ii)   in determining compliance with the minimum work
14                            commitments for such renewed term of the permit,
15                            the Petroleum Act Minister may credit appraisal work
16                            carried out on any gas discovery in the petroleum
17                            permit area of that permit or in an adjacent petroleum
18                            permit area of a petroleum exploration permit that is
19                            also a Petroleum Title if in each case the Petroleum
20                            Act Minister considers that such crediting is
21                            consistent with and facilitates the objects of the
22                            Agreement; and
23              (f)   the Petroleum Act Minister shall not (without the concurrence
24                    of the Minister) give his consent under section 98 of the
25                    Petroleum Act to an application for the surrender of all or
26                    some of the blocks in respect of which a petroleum
27                    exploration permit or petroleum drilling reservation is then in
28                    force; and
29              (g)   the rights of the Joint Venturers (or any of them) as the holder
30                    or holders of any Petroleum Title (including to apply for and
31                    be granted another Petroleum Title or otherwise in respect of
32                    any such other Petroleum Title) may only be assigned,
33                    mortgaged, charged, sublet or otherwise disposed of
34                    (including by transfer) in accordance with clause 33; and
35              (h)   the Petroleum Act Minister may only exercise his powers
36                    under and in accordance with section 99 of the Petroleum Act


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1                  in respect of a Petroleum Title with the concurrence of the
2                  Minister.
3    (2)   The Minister (after consulting the Petroleum Act Minister) may, at
4          any time after 31 March 2016, approve any petroleum exploration
5          permit or petroleum drilling reservation held solely by any one or
6          more of the Joint Venturers, the land the subject of which is wholly
7          within the Canning Basin, and which is not then a Petroleum Title, as
8          a Petroleum Title for the purposes of this Agreement and subject to
9          such of the existing conditions of the title as the Petroleum Act
10         Minister (with the concurrence of the Minister) determines but
11         otherwise as from the date of Minister's approval subject to the
12         provisions of this Agreement. However, the Minister may not
13         approve a petroleum exploration permit or a drilling reservation as a
14         Petroleum Title for the purposes of this Agreement unless the
15         Minister is satisfied that:
16           (a)   the land the subject of the title is prospective for natural gas;
17                 and
18           (b)   such approval would more efficiently or satisfactorily
19                 implement or facilitate the objects of this Agreement.
20   (3)   The Joint Venturers may with the prior consent of the Minister (after
21         consulting the Petroleum Act Minister) withdraw the whole (but not
22         part only) of a Petroleum Title from this Agreement and upon such
23         withdrawal (to be effective upon the date of the Minister's consent):
24           (a)   the title shall cease to be a Petroleum Title and to have the
25                 benefit of the rights and privileges conferred by, and be
26                 subject to the obligations and restrictions imposed by, this
27                 Agreement; and
28           (b)   any modification of the Petroleum Act made by this
29                 Agreement in relation to the title shall cease to apply; and
30           (c)   the title shall continue in force under and subject to the
31                 Petroleum Act for the balance of its then current term.
32         In considering an application by the Joint Venturers pursuant to this
33         subclause, the Minister shall consider (without limitation) whether the
34         withdrawal of the Petroleum Title may prejudice or otherwise
35         compromise the objects of this Agreement.


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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
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1       (4)    The Joint Venturers shall be responsible for obtaining the grant to
2              them (or such of them as are the holders of the then existing relevant
3              Petroleum Title) under the Petroleum Act of any petroleum
4              production licences or retention leases (which upon grant will be
5              Petroleum Titles) including if required for the purposes of the
6              Domgas Project or the LNG Project, of any extensions or renewals of
7              petroleum exploration permits or petroleum retention leases and
8              extensions of any petroleum drilling reservations and the grant of
9              such petroleum production licences or retention leases, extensions or
10             renewals of petroleum exploration permits or petroleum retention
11             leases or extensions of petroleum drilling reservations may not be
12             sought as part of proposals submitted by the Joint Venturers under
13             this Agreement.
14      (5)    The Joint Venturers shall lodge with the Petroleum Act Department in
15             respect of all Petroleum Titles
16               (a)   such periodical reports and returns as may be required by, or
17                     prescribed, by the Petroleum Act or regulations made
18                     thereunder in respect of the Petroleum Titles (including any
19                     reports and returns required by administrative guidelines that
20                     by direction are applicable to the Petroleum Titles); and
21               (b)   reports on drilling operations and drill holes where the main
22                     purpose of the drilling was to discover or prove up natural
23                     gas reserves within the Title Areas in compliance with the
24                     Joint Venturers' obligations under clause 5; and
25               (c)   if requested by the Minister but not more frequently than
26                     annually, a report for consideration by the Minister which is a
27                     summary of the status of and prospects for gas discovery and
28                     reserves together with a list of any activities carried out
29                     during the year or since the period of the last report
30                     (whichever is greater) and, if requested by the Minister will
31                     provide further details and results of those activities in
32                     accordance with guidelines on reporting as specified in the
33                     Petroleum Act or applied to the Petroleum Titles from time to
34                     time,
35             and the Joint Venturers acknowledge that any notifications and
36             particulars provided to the Petroleum Act Department under
37             section 44(1) of the Petroleum Act in relation to the land the subject


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                   Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
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1                of the Petroleum Titles may be provided by that department to the
2                Minister.
3    15.         Pipeline Licences and Project Titles
4          (1)   Not later than 3 months after all of the Joint Venturers' proposals
5                submitted pursuant to clause 11(1) have been approved or deemed to
6                be approved the State shall in accordance with the approved proposals
7                cause to be granted to the Joint Venturers:
8                  (a)   under and subject to the Pipelines Act (as modified by this
9                        Agreement), a licence for the Joint Venturers to construct,
10                       operate and maintain the Domgas Project Pipeline on such
11                       terms and conditions as the Pipelines Act Minister may,
12                       consistent with this Agreement and approved proposals,
13                       consider reasonable; and
14                 (b)   under and subject to the Pipelines Act (as modified by this
15                       Agreement), an easement for the Joint Venturers to construct,
16                       operate, inspect, maintain and repair within the Domgas
17                       Project Pipeline Corridor the Domgas Project Pipeline, access
18                       roads and associated infrastructure and works within that
19                       corridor on such terms and conditions as the Land Act
20                       Minister may consistent with this Agreement and approved
21                       proposals, consider reasonable; and
22                 (c)   under and subject to the DBP Act, any section 41(2)(b)
23                       approval and section 34 access right to be granted pursuant to
24                       such approved proposals in respect of the connection of the
25                       Domgas Project Pipeline to the domestic gas pipeline
26                       network on such terms and conditions as the DBNGP Land
27                       Access Minister may, consistent with this Agreement and
28                       approved proposals, consider reasonable.
29         (2)   Not later than 3 months after all of the Joint Venturers proposals'
30               submitted pursuant to clause 21(1) have been approved or deemed to
31               be approved the State shall in accordance with the approved proposals
32               cause to be granted to the Joint Venturers:
33                 (a)   under and subject to the Pipelines Act (as modified by this
34                       Agreement), a licence for the Joint Venturers to construct,
35                       operate and maintain the LNG Project Pipeline on such terms
36                       and conditions as the Pipelines Act Minister may, consistent


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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
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1                      with this Agreement and approved proposals, consider
2                      reasonable; and
3                (b)   under and subject to the Pipelines Act (as modified by this
4                      Agreement), an easement for the Joint Venturers to construct,
5                      operate, inspect, maintain and repair within the LNG Project
6                      Pipeline Corridor the LNG Project Pipeline, access roads and
7                      associated infrastructure and works within such corridor on
8                      such terms and conditions as the Land Act Minister may
9                      consistent with this Agreement and approved proposals,
10                     consider reasonable; and
11               (c)   under and subject to the DBP Act, any section 41(2)(b)
12                     approval and section 34 access right to be granted pursuant to
13                     such approved proposals in respect of the connection of the
14                     LNG Project Pipeline to the domestic gas pipeline network (if
15                     such connection has been approved as part of the approved
16                     proposals for the LNG Project) on such terms and conditions
17                     as the DBNGP Land Access Minister may, consistent with
18                     this Agreement and approved proposals, consider reasonable.
19      (3)    Subject to subclause (4), the State shall on application made by the
20             Joint Venturers to the Minister in such manner as the Minister may
21             determine, no later than 3 months after approval of the Joint
22             Venturers' approved proposals for the grant of such titles, in
23             accordance with the Joint Venturers' approved proposals cause to be
24             granted to the Joint Venturers for such periods and on such terms and
25             conditions including rentals and renewal rights as the Minister (after
26             consulting the Land Act Minister) may, consistent with this
27             Agreement and the approved proposals, consider reasonable having
28             regard to the requirements of the Joint Venturers leases, licences and
29             other easements under, and except as provided in this Agreement,
30             subject to the Land Act for all or any of the Joint Venturers'
31             operations under this Agreement.
32      (4)    A Project Title may only be determined:
33               (a)   by the expiration of its term (including as extended from time
34                     to time); or
35               (b)   by the Joint Venturers surrendering the title with the consent
36                     of the Minister (after consulting the Land Act Minister or the
37                     DBNGP Land Access Minister as the case requires); or

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1            (c)   under, pursuant to or as otherwise provided in this
2                  Agreement.
3    (5)   A Project Title may not be forfeited or otherwise determined except in
4          accordance with this Agreement.
5    (6)   If additional proposals are approved or deemed approved in
6          accordance with:
7            (a)   clause 13 in relation to the Domgas Project Pipeline; or
8            (b)   clause 23 in relation to the LNG Project Pipeline,
9          then the State shall cause the Pipelines Act Minister (if necessary) to,
10         under and subject to the Pipelines Act (as modified by this
11         Agreement), vary the terms and conditions of the applicable Pipeline
12         Licence (including if required as to the area of the licence) as the
13         Pipelines Act Minister may, consistent with this Agreement and
14         approved proposals, consider reasonable.
15   (7)   The Joint Venturers shall, if the Minister so requires, within 6 months
16         after the Domgas Project Operation Date or such longer period
17         allowed by the Minister surrender in accordance with the provisions
18         of the Pipelines Act the area of the Domgas Project Pipeline Easement
19         down to 30 metres in width or such other width (generally or in
20         relation to any part of such easement) approved or required by the
21         Minister as the case may be (after consulting the Joint Venturers, the
22         Land Act Minister, the Pipelines Act Minister and (if relevant) the
23         Commissioner of Main Roads) which allows for the safe operation of
24         the Domgas Project Pipeline then constructed or approved for
25         construction under approved proposals.
26   (8)   If additional proposals are approved in accordance with clause 13 for
27         the extension or enlargement of the Domgas Project Pipeline outside
28         the then Domgas Project Pipeline Corridor, the Land Act Minister
29         shall include the area of land within which such construction is to
30         occur in the Domgas Project Pipeline Easement by endorsement and
31         subclause (7) applies mutatis mutandis to such additional area of land.
32         The area of land may be included notwithstanding that the survey of
33         the land has not been completed but subject to correction to accord
34         with the survey when completed. Such survey shall be undertaken at
35         the Joint Venturers' expense.



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     Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
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1       (9)    The Joint Venturers shall, if the Minister so requires, within 6 months
2              after the LNG Project Operation Date or such longer period allowed
3              by the Minister surrender in accordance with the provisions of the
4              Pipelines Act the area of the LNG Project Pipeline Easement down to
5              30 metres in width or such other width (generally or in relation to any
6              part of such easement) approved or required by the Minister as the
7              case may be (after consulting the Joint Venturers, the Land Act
8              Minister, the Pipelines Act Minister and (if relevant) the
9              Commissioner of Main Roads) which allows for the safe operation of
10             the LNG Project Pipeline then constructed or approved for
11             construction under approved proposals.
12     (10)    If additional proposals are approved in accordance with clause 23 for
13             the extension or enlargement of the LNG Project Pipeline outside the
14             then LNG Project Pipeline Corridor, the Land Act Minister shall
15             include the area of land within which such construction is to occur in
16             the LNG Project Pipeline Easement by endorsement and subclause (9)
17             applies mutatis mutandis to such additional area. The area of land
18             may be included notwithstanding that the survey of the land has not
19             been completed but subject to correction to accord with the survey
20             when completed. Such survey shall be undertaken at the Joint
21             Venturers' expense.
22     (11)    For the purposes of this Agreement, in respect of the Project
23             Pipelines, the Pipeline Licences and the Pipeline Easements, the
24             Pipelines Act and the regulations made thereunder are specifically
25             modified during the continuance of this Agreement as follows:
26               (a)   by deleting paragraph (c) in the definition of "pipeline" under
27                     section 4;
28               (b)   by substituting for section 10 the following section:
29                      "The Minister shall, on request made pursuant to
30                      clause 15(1)(a) or clause 15(2)(a) (as the case may be) of the
31                      agreement made on or about 6 November 2012 between The
32                      Honourable Colin James Barnett, Premier of the State of
33                      Western Australia acting for and on behalf of the said State
34                      and its instrumentalities from time to time, Buru Energy
35                      Limited ACN 130 651 437, Diamond Resources (Fitzroy)
36                      Pty Ltd ACN 145 113 177, Diamond Resources (Canning)
37                      Pty Ltd ACN 145 113 186 and Mitsubishi Corporation, as


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1                 varied from time to time, grant a licence under this Act and
2                 in accordance with the provisions of that agreement and
3                 cause to be published in the Government Gazette a notice
4                 that the licence has been granted."; and
5           (c)   in section 15 by:
6                   (i)   deleting the words "other than a variation with
7                         respect to the licence area" in subsection (1); and
8                  (ii)   substituting     for   subsection (5)    the       following
9                         subsection:
10                        "After considering particulars of any matters
11                        submitted to him under subsection (4), the Minister
12                        may:
13                        (a)            in accordance with the agreement made
14                                       on or about 6 November 2012 between
15                                       The Honourable Colin James Barnett,
16                                       Premier of the State of Western Australia
17                                       acting for and on behalf of the said State
18                                       and its instrumentalities from time to
19                                       time, Buru Energy Limited ACN
20                                       130 651 437,       Diamond     Resources
21                                       (Fitzroy) Pty Ltd ACN 145 113 177,
22                                       Diamond Resources (Canning) Pty Ltd
23                                       ACN 145 113 186 and Mitsubishi
24                                       Corporation, as varied from time to time,
25                                       vary the licence (including with respect
26                                       to the licence area); or
27                        (b)            refuse to vary the licence."; and
28          (d)   by inserting a new section 16A as follows:
29                "Without limiting the powers of the Minister under
30                section 15, the Minister may vary a licence to the extent he or
31                she thinks reasonable for the purposes of:
32                (a)       satisfying a condition relevant to the licence that is
33                          specified in a consent given under clause 34 of the
34                          agreement made on or about 6 November 2012
35                          between The Honourable Colin James Barnett,

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1                               Premier of the State of Western Australia acting
2                               for and on behalf of the said State and its
3                               instrumentalities from time to time, Buru Energy
4                               Limited ACN 130 651 437, Diamond Resources
5                               (Fitzroy) Pty Ltd ACN 145 113 177, Diamond
6                               Resources (Canning) Pty Ltd ACN 145 113 186
7                               and Mitsubishi Corporation, as varied from time to
8                               time;
9                     (b)       giving effect to any variations determined in
10                              accordance with clause 39(6)(c)(ii) of the
11                              agreement referred to in paragraph (a; and
12                    (c)       ensuring that in the event the area of an easement
13                              granted pursuant to the agreement referred to in
14                              paragraph (a) is reduced by surrender, the licence
15                              area coincides with the reduced area."; and
16              (e)   by inserting at the end of section 16 the following paragraphs:
17                    "The Minister for Lands shall:
18                    (a)       on request made pursuant to clause 15(1)(b) or
19                              clause 15(2)(b) (as the case may be) of the
20                              agreement made on or about 6 November 2012
21                              between The Honourable Colin James Barnett,
22                              Premier of the State of Western Australia acting
23                              for and on behalf of the said State and its
24                              instrumentalities from time to time, Buru Energy
25                              Limited ACN 130 651 437, Diamond Resources
26                              (Fitzroy) Pty Ltd ACN 145 113 177, Diamond
27                              Resources (Canning) Pty Ltd ACN 145 113 186
28                              and Mitsubishi Corporation, as varied from time to
29                              time, grant an easement under this Act and in
30                              accordance with the provisions of the agreement;
31                              and
32                    (b)       if additional proposals are approved under
33                              clause 13 or clause 23 (as the case may be) of that
34                              agreement which proposals contemplate the
35                              extension or enlargement of an easement granted
36                              pursuant to the clauses referred to in paragraph (a)
37                              above, include the additional area of land within

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1                               the applicable easement by endorsement in
2                               accordance with the provisions of the agreement.
3                 For the avoidance of doubt, an easement granted pursuant to
4                 the agreement may:
5                         (i)           in respect of its initial area or in respect
6                                       of any additional area included within the
7                                       easement be granted or varied (as the
8                                       case may be) so as to include terms and
9                                       conditions providing for the surrender of
10                                      land contained within the easement as
11                                      contemplated by the provisions of the
12                                      agreement; and
13                        (ii)          include the right, subject to compliance
14                                      with the Environmental Protection
15                                      Act 1986 and in accordance with the
16                                      agreement, for the grantee to take stone,
17                                      sand, clay and gravel from the area of the
18                                      easement for the purpose of constructing,
19                                      operating and maintaining the pipeline
20                                      the subject of that easement."; and
21          (f)   in section 19 by:
22                  (i)   deleting subsections (1), (2) and (3); and
23                 (ii)   inserting at the end of subsection (4) the following
24                        paragraphs:
25                        "The requirements of this subsection shall also apply
26                        to:
27                        (i)       an extension or enlargement of the area of an
28                                  easement; and
29                        (ii)      the reduction of the area of an easement by
30                                  surrender.
31                        The Minister       for Lands       is   empowered,
32                        notwithstanding any other Act, to prescribe by
33                        administrative guidelines such additional procedural
34                        requirements (including the form of any document or


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1                                instrument that he or she considers reasonably
2                                necessary) to document, notify, record or register the
3                                dealings relating to easements as contemplated by the
4                                agreement made on or about 6 November 2012
5                                between The Honourable Colin James Barnett,
6                                Premier of the State of Western Australia acting for
7                                and on behalf of the said State and its
8                                instrumentalities from time to time, Buru Energy
9                                Limited ACN 130 651 437, Diamond Resources
10                               (Fitzroy) Pty Ltd ACN 145 113 177, Diamond
11                               Resources (Canning) Pty Ltd ACN 145 113 186 and
12                               Mitsubishi Corporation, as varied from time to time.";
13                               and
14                 (g)   by deleting sections 24, 26, 27 and 28; and
15                 (h)   by inserting at the end of section 57(1) the following
16                       sentence:
17                        "For the avoidance of doubt, this subsection applies to a
18                        pipeline constructed under this Act and pursuant to the
19                        agreement made on or about 6 November 2012 between The
20                        Honourable Colin James Barnett, Premier of the State of
21                        Western Australia acting for and on behalf of the said State
22                        and its instrumentalities from time to time, Buru Energy
23                        Limited ACN 130 651 437, Diamond Resources (Fitzroy)
24                        Pty Ltd ACN 145 113 177, Diamond Resources (Canning)
25                        Pty Ltd ACN 145 113 186 and Mitsubishi Corporation, as
26                        varied from time to time, and such application is subject to
27                        clause 39 of that agreement.".
28   16.         Construction and operation of Project Pipelines
29         (1)   Subject to and in accordance with approved proposals and the
30               Pipeline Licences and in compliance with the Pipelines Act (as
31               modified by this Agreement) and other applicable Laws, the Joint
32               Venturers shall in a proper and workmanlike manner and in
33               accordance with recognised standards for pipelines of a similar nature
34               operating under similar conditions construct the Project Pipelines,
35               access roads and associated infrastructure and works within the
36               relevant Project Titles.



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1    (2)   The Joint Venturers shall:
2            (a)   from the date occurring 6 months before the date for
3                  completion of construction of the Domgas Project Pipeline
4                  specified in its time program for the commencement and
5                  completion of construction of the Domgas Project Pipeline
6                  submitted under clause 11(1) and approved under clause 12,
7                  keep the Minister fully informed as to:
8                    (i)    the progress of that construction and its likely
9                           completion; and
10                   (ii)   the likely Domgas Project Operation Date; and
11           (b)   on the Domgas Project Operation Date, notify the Minister
12                 that the first transport of Domgas produced as part of the
13                 Domgas Project through the Domgas Project Pipeline (other
14                 than for construction or commissioning purposes) and
15                 delivery of such gas into the Western Australian domestic gas
16                 market using the relevant connecting domestic gas pipeline
17                 network has occurred.
18   (3)   The Joint Venturers shall:
19           (a)   from the date occurring 6 months before the date for
20                 completion of construction of the LNG Project Pipeline
21                 specified in its time program for the commencement and
22                 completion of construction of the LNG Project Pipeline
23                 submitted under clause 21(1) and approved under clause 22,
24                 keep the Minister fully informed as to:
25                   (i)    the progress of that construction and its likely
26                          completion; and
27                   (ii)   the likely LNG Project Operation Date; and
28           (b)   on the LNG Project Operation Date, notify the Minister that
29                 the first delivery of natural gas obtained from within the Title
30                 Areas through the LNG Project Pipeline (other than for
31                 construction or commissioning purposes) to the LNG
32                 Production Facility (or into the relevant connecting third
33                 party pipeline for delivery to the LNG Production Facility)
34                 has occurred.


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1       (4)    The Joint Venturers shall during the continuance of this Agreement:
2                (a)   keep the Project Pipelines and associated infrastructure and
3                      works constructed under this Agreement in an operable state;
4                (b)   ensure that the Project Pipelines and associated infrastructure
5                      and works constructed under this Agreement are operated in a
6                      safe and proper manner in compliance with all applicable
7                      Laws from time to time; and
8                (c)   without limiting subclause (2)(b) and clause 26, ensure that
9                      the obligations imposed under the Pipelines Act (as modified
10                     by this Agreement) and the Pipeline Licences are complied
11                     with in connection with the Project Pipelines and associated
12                     infrastructure and works constructed under this Agreement.
13      (5)    The Joint Venturers shall provide crossings for livestock and also for
14             any roads, other railways, conveyors, pipelines, transmission lines and
15             other utilities which in respect of a proposed crossing of land the
16             subject of a Pipeline Easement or other Project Title existing at the
17             date of the grant of the relevant Pipeline Easement or other Project
18             Title or in respect of land subsequently included in such Pipeline
19             Easement or other Project Title at the date of such inclusion. In
20             addition for the purposes of livestock and infrastructure such as roads,
21             railways, conveyors, pipelines, transmission lines and other utilities
22             proposed to cross the land the subject of a Pipeline Easement or other
23             Project Title the Joint Venturers shall:
24               (a)   if applicable, give their consent to, and otherwise facilitate,
25                     the grant by the State or any agency, instrumentality or other
26                     authority of the State of any lease, licence, easement or other
27                     title over land the subject of the Pipeline Easement or other
28                     Project Title so long as such grant does not in the Minister's
29                     opinion unduly prejudice or interfere with the activities of the
30                     Joint Venturers under this Agreement; and
31               (b)   on reasonable terms and conditions allow access for the
32                     construction and operation of such crossings and associated
33                     infrastructure,
34             provided that in forming his opinion under this clause the Minister
35             must consult with the Joint Venturers.



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1          (6)   Subject to clause 34, the Joint Venturers shall at all times be the
2                holders of the Pipeline Licences and the Pipeline Easements other
3                Project Titles and (without limiting clause 41 shall at all times own
4                manage and control the use of the Project Pipelines and associated
5                infrastructure and works constructed under this Agreement.
6          (7)   Subject to clause 34, the Joint Venturers shall not at any time without
7                the prior consent of the Minister (given after consulting the Pipelines
8                Act Minister) dismantle, sell or otherwise dispose of any part or parts
9                of the Project Pipelines and associated infrastructure and works
10               constructed under this Agreement, or permit this to occur, other than
11               for the purpose of maintenance, repair, upgrade or renewal.
12         (8)   The Joint Venturers shall not at any time without the prior consent of
13               the Minister (given after consulting with the Pipelines Act Minister)
14               dismantle, sell or otherwise dispose of any part or parts of any
15               Domgas Project Treatment Plant and associated infrastructure and
16               works constructed under this Agreement or of any LNG Treatment
17               Plant and associated infrastructure and works constructed under this
18               Agreement, or permit this to occur, other than for the purpose of
19               maintenance, repair, upgrade or renewal.
20   17.         Roads
21         (1)   The Joint Venturers shall:
22                 (a)   be responsible for the cost of the construction and
23                       maintenance of all private roads which will be used in their
24                       activities hereunder;
25                 (b)   at their own cost erect signposts and take other steps that may
26                       be reasonable in the circumstances to prevent any persons
27                       and vehicles other than those engaged upon the Joint
28                       Venturers' activities and their invitees and licensees from
29                       using those private roads; and
30                 (c)   at any place where any private roads are constructed by the
31                       Joint Venturers so as to cross any railways or public roads,
32                       provide at their cost such reasonable protection and
33                       signposting as may be required by the Commissioner of Main
34                       Roads or the Public Transport Authority, as the case may be.




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1          (2)   The State shall maintain or cause to be maintained those public roads
2                under the control of the Commissioner of Main Roads or a local
3                authority which may be used by the Joint Venturers for the purposes
4                of this Agreement to a standard similar to comparable public roads
5                maintained by the Commissioner of Main Roads or a local authority,
6                as the case may be.
7          (3)   In the event that for or in connection with the Joint Venturers'
8                activities hereunder the Joint Venturers or the Joint Venturers'
9                workforce uses or wishes to use a public road (whether referred to in
10               subclause (2) or otherwise) which is inadequate for the purpose, or
11               any use by the Joint Venturers or the Joint Venturers' workforce of
12               any public road results in excessive damage to or deterioration thereof
13               (other than fair wear and tear), the Joint Venturers shall pay to the
14               State or the local authority, as the case may require, the whole or an
15               equitable part of the total cost of any upgrading required or of making
16               good the damage or deterioration as may be reasonably required by
17               the Commissioner of Main Roads, having regard to the use of such
18               public road by others.
19         (4)   Where a road constructed by the Joint Venturers for their own use is
20               subsequently required for public use, the State may, after consultation
21               with the Joint Venturers and so long as resumption thereof shall not
22               unduly prejudice or interfere with the activities of the Joint Venturers
23               under this Agreement, resume and dedicate such road as a public
24               road. Upon any such resumption the State shall pay to the Joint
25               Venturers such amount as is reasonable.
26   18.         Access obligations in respect of the Project Pipelines
27         (1)   The Joint Venturers shall comply with and observe the Laws for the
28               time being in force in the said State with respect to the provision of
29               access by persons to the Project Pipelines or either of them (including
30               use by persons of the services provided by the Project Pipelines or
31               either of them).
32         (2)   Nothing in this Agreement shall be taken to limit the rights of the
33               State to regulate access to the Project Pipelines or either of them
34               (including use by persons of the services provided by the Project
35               Pipelines or either of them).




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1    19.         Commercialisation of natural gas from the Title Areas
2          (1)   The Joint Venturers shall not after the Commencement Date, without
3                the prior consent of the Minister, sell, dispose or otherwise
4                commercialise or permit the commercialisation of natural gas
5                obtained from the Title Areas other than by means of infrastructure
6                and activities comprising the Domgas Project or the LNG Project
7                provided that:
8                  (a)   the Minister may not unreasonably withhold his consent to
9                        the commercialisation of such natural gas as Domgas; and
10                 (b)   the Minister may not consent to the commercialisation of
11                       such natural gas for the production of liquefied natural gas for
12                       export before all proposals for the Domgas Project have been
13                       submitted pursuant to clause 11 and approved or deemed to
14                       be approved pursuant to clause 12 except on the basis that
15                       natural gas obtained from the Title Areas is commercialised,
16                       by the production of Domgas as part of the Domgas Project,
17                       before such natural gas is commercialised by the production
18                       of liquefied natural gas for export.
19         (2)   The Joint Venturers shall provide to the Minister an outline of any
20               proposed commercialisation arrangement for which the Minister's
21               consent is required under subclause (1).
22         (3)   If so required by the Minister, the Joint Venturers shall provide to the
23               Minister further particulars of the proposed commercialisation
24               arrangement.
25         (4)   The Minister shall afford the Joint Venturers full opportunity to
26               consult with the Minister in respect of any decision of the Minister
27               under this clause.
28   20.         LNG Project Pipeline Corridor
29         (1)   Not earlier than 31 December 2014 and not less than 12 months
30               before they intend to submit proposals under clause 21 the Joint
31               Venturers shall consult with the Minister to seek the agreement of the
32               Minister (after the Minister consults the Pipeline Act Minister and (if
33               relevant) the DBNGP Land Access Minister and the Commissioner of
34               Main Roads) as to:
35                 (a)   the diameter of the LNG Project Pipeline; and

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1                (b)   where the LNG Project Pipeline will begin and end; and
2                (c)   the route for the LNG Project Pipeline and associated access
3                      roads to be within the LNG Project Pipeline Corridor; and
4                (d)   the land required to be included in the LNG Project Pipeline
5                      Easement for that route as well as for associated
6                      infrastructure and works and areas from which stone, sand,
7                      clay and gravel may be taken; and
8                (e)   the Relevant LNG Precinct.
9              In seeking such agreement on the matters referred to in
10             paragraphs (b), (c) and (d), regard shall be had to achieving a balance
11             between engineering matters including costs, the nature and use of
12             any lands concerned and interests therein and the costs of acquiring
13             the land (all of which shall be borne by the Joint Venturers). The
14             parties acknowledge that the width of the LNG Project Pipeline
15             Corridor may need to vary along its route to accommodate the LNG
16             Project Pipeline, access roads and associated infrastructure and works
17             and areas from which stone, sand, clay and gravel may be taken.
18      (2)    The Minister and the Joint Venturers may from time to time before
19             the submission of proposals vary their agreement pursuant to
20             subclause (1).
21      (3)    The Joint Venturers acknowledge that they shall be responsible for
22             obtaining in a form and substance acceptable to the Minister all
23             unconditional and irrevocable consents of each person whose consent
24             the Land Act Minister (acting with the concurrence of the Minister)
25             requires for:
26               (a)   the grant of the LNG Project Pipeline Easement; and
27               (b)   the inclusion of additional land in the LNG Project Pipeline
28                     Easement as referred to in clause 15(10).
29      (4)    The provisions of clause 42 shall not apply to subclauses (1) or (2).
30      (5)    An application under the Pipelines Act for the same purpose (or in the
31             Minister's opinion substantially the same purpose) as the LNG Project
32             Pipeline may only be made by the Joint Venturers after agreement has
33             been reached by them with the Minister in accordance with
34             subclause (1).


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1          (6)   The Joint Venturers acknowledge that they shall be responsible for
2                applying (consistent with the matters agreed by them with the
3                Minister pursuant to clause 20) under the Pipeline Act for the grant to
4                them of the LNG Project Pipeline Licence.
5    21.         Joint Venturers may submit proposals for an LNG Project
6          (1)   Subject to the Environmental Protection Act and the other provisions
7                of this Agreement, the Joint Venturers shall submit to the Minister
8                within 18 months after the date on which agreement between the
9                Minister and the Joint Venturers is reached pursuant to clause 20 on
10               all matters required to be agreed between them by that clause to the
11               fullest extent reasonably practicable their detailed proposals
12               (including plans where practicable and specifications where
13               reasonably required by the Minister and any other details normally
14               required by a local government in whose areas any works are to be
15               situated) with respect to undertaking of the LNG Project, which
16               proposals shall include the location, area, layout, design, materials
17               and time program for the commencement and completion of
18               construction or the provision (as the case may be) of each of the
19               following matters namely:
20                 (a)   LNG Project Treatment Plants (if any);
21                 (b)   the LNG Project Pipeline within the LNG Project Pipeline
22                       Corridor;
23                 (c)   the pipeline connections within the LNG Project Pipeline
24                       Corridor to connect the LNG Project Pipeline to any LNG
25                       Project Treatment Plant and to the LNG Production Facility
26                       (or relevant third party pipeline for delivery to the LNG
27                       Production Facility);
28                 (d)   associated infrastructure and works to be within the LNG
29                       Project Corridor;
30                 (e)   temporary works in relation to the construction and testing of
31                       any LNG Project Treatment Plant and the LNG Project
32                       Pipeline;
33                 (f)   accommodation for the Joint Venturers' construction
34                       workforce in the vicinity of the LNG Project Pipeline
35                       Corridor;


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1                (g)   water supply;
2                (h)   electricity supplies;
3                (i)   telecommunications;
4                (j)   construction and permanent road access including within the
5                      LNG Project Pipeline Corridor;
6                (k)   any other works, services or facilities required by the Joint
7                      Venturers; and
8                (l)   leases, licences or easements under the Land Act or DBP Act
9                      section 41(2)(b) approvals or DBP Act section 34 access
10                     rights required by the Joint Venturers from the State.
11      (2)    The Joint Venturers may only submit proposals under subclause (1)
12             if:
13               (a)   a plan as referred to in clause 6 has been approved by the
14                     Minister (if the Minister requires such a plan be prepared);
15                     and
16               (b)   the Minister and the Joint Venturers have reached agreement
17                     pursuant to clause 20 on all matters required to be agreed
18                     between them by that clause; and
19               (c)   the Joint Venturers have applied under the Pipelines Act for
20                     the grant to them of the LNG Project Pipeline Licence and
21                     such application is current; and
22               (d)   all proposals required by clause 11 to be submitted for the
23                     Domgas Project have been submitted in accordance with that
24                     clause.
25      (3)    Proposals submitted pursuant to subclause (1):
26               (a)   must specify the matters agreed between the Minister and the
27                     Joint Venturers pursuant to clause 20 and must not be
28                     contrary to or inconsistent with such agreed matters; and
29               (b)   must specify the capacity (expressed in terajoules per day) of
30                     the LNG Project Pipeline proposed to be constructed; and
31               (c)   must specify the term of the LNG Project; and


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1            (d)   must specify the capacity of each LNG Project Treatment
2                  Plant proposed to be constructed; and
3            (e)   must provide for the construction of the LNG Project Pipeline
4                  to be commenced within 12 calendar months after approval
5                  of all of the Joint Venturers' proposals or grant of the LNG
6                  Project Pipeline Licence (whichever is the later) and
7                  completed, and first transmission of natural gas to commence,
8                  within 2 years thereafter; and
9            (f)   must provide for the construction of all other proposed
10                 facilities, infrastructure and works to commence not later
11                 than 12 months after the approval of all of the Joint
12                 Venturers' proposals and completed and operational within
13                 3 years thereafter.
14         The parties also acknowledge that proposals pursuant to subclause (1)
15         shall contemplate the construction, operation and maintenance of the
16         LNG Project Pipeline and access roads and associated pipeline
17         infrastructure within the LNG Project Pipeline Corridor subject to and
18         in accordance with the safety cases and such other plans and
19         requirements from time to time of the Pipelines Act and regulations
20         under the Pipelines Act.
21   (4)   Each of the proposals submitted pursuant to subclause (1) may with
22         the consent of the Minister and that of any other parties concerned
23         instead of providing for the construction of new facilities or
24         equipment or the provision of new services of the kind therein
25         mentioned provide for the use by the Joint Venturers of any existing
26         facilities equipment or services of such kind belonging to the Joint
27         Venturers (other than the pipe or system of pipes, being part of the
28         Domgas Project Pipeline) or, upon terms and conditions agreed
29         between the Joint Venturers and the other parties of any other existing
30         facilities equipment or services of such kind.
31   (5)   The Joint Venturers may with the consent of the Minister propose, as
32         part of their proposals under this clause or under clause 23 the
33         construction, establishment, provision, enlargement or extension as
34         the case may be as part of the LNG Project of facilities, equipment or
35         services (other than the pipe or system of pipes, being part of the
36         LNG Project Pipeline) for use as part of the Domgas Project (whether
37         current or proposed).


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1       (6)    Each of the proposals submitted pursuant to subclause (1) may with
2              the approval of the Minister, or must if so required by the Minister, be
3              submitted separately and in any order as to the matter or matters
4              mentioned in one or more of paragraphs (a) to (l) of subclause (1), and
5              until all of their proposals under this clause have been approved the
6              Joint Venturers may withdraw and may resubmit any proposal but the
7              withdrawal of any proposal shall not affect the obligations of the Joint
8              Venturers to submit a proposal under this clause in respect of the
9              subject matter of the withdrawn proposal.
10      (7)    The Joint Venturers shall, whenever any of the following matters
11             referred to in this subclause are proposed by the Joint Venturers
12             (whether before or during the submission of proposals under this
13             clause), submit to the Minister details of any services (including any
14             elements of the project investigations, design and management) and
15             any works, materials, plant, equipment and supplies that they propose
16             to consider obtaining from or having carried out or permitting to be
17             obtained from or carried out outside Australia, together with their
18             reasons therefor and shall, if required by the Minister consult with the
19             Minister with respect thereto.
20      (8)    At the time when the Joint Venturers submit the last of the said
21             proposals pursuant to this clause, they shall:
22               (a)   furnish to the Minister's reasonable satisfaction evidence:
23                        (i)   that the Joint Venturers are financially capable of
24                              undertaking the operations to which the said
25                              proposals refer; and
26                       (ii)   that the Joint Venturers are ready to embark upon and
27                              proceed to carry out the operations referred to in the
28                              said proposals; and
29                      (iii)   that the Pipelines Act Minister is ready to, upon the
30                              Minister's approval of the said proposals, grant the
31                              LNG Project Pipeline Licence; and
32                      (iv)    that the Pipelines Act Minister is ready to, upon the
33                              Minister's approval of the said proposals, grant all
34                              consents required under the Pipelines Act or
35                              regulations made thereunder for the commencement
36                              of pipeline construction; and


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1                         (v)    the DBNGP Land Access Minister is ready to, upon
2                                the Minister's approval of the said proposals, grant
3                                any DBP Act section 41(2)(b) approval and DBP Act
4                                section 34 access right required by the Joint
5                                Venturers; and
6                         (vi)   that the Joint Venturers hold, or the readiness of
7                                relevant authorities and agencies to, upon the
8                                Minister's approval of their proposals, grant
9                                approvals, consents, licences or other rights required
10                               to implement the proposals; and
11                 (b)   furnish to the Minister the consents required by the Land Act
12                       Minister (acting with the concurrence of the Minister) for the
13                       grant of the LNG Project Pipeline Easement as referred to in
14                       clause 20(3)(a); and
15                 (c)   furnish to the Minister (if required by the Minister) the local
16                       industry participation plan referred to in clause 7(3) as
17                       applying pursuant to clause 7(6).
18   22.         Consideration of LNG Project proposals
19         (1)   In respect of each proposal submitted pursuant to clause 21(1) the
20               Minister shall subject to the Environmental Protection Act:
21                 (a)   approve of the proposal without qualification or reservation;
22                       or
23                 (b)   defer consideration of or decision upon the same until such
24                       time as the Joint Venturers submit a further proposal or
25                       proposals in respect of some other of the matters mentioned
26                       in clause 21(1) not covered by the said proposal or until such
27                       time as clause 21(8) has been complied with by the Joint
28                       Venturers; or
29                 (c)   require as a condition precedent to the giving of his approval
30                       to the said proposal that the Joint Venturers make such
31                       alteration thereto or comply with such conditions in respect
32                       thereto as he (having regard to the circumstances including
33                       the overall development of and the use by others as well as
34                       the Joint Venturers of all or any of the facilities proposed to



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1                      be provided) think reasonable and in such a case the Minister
2                      shall disclose his reasons for such conditions,
3              PROVIDED ALWAYS that where implementation of any proposals
4              hereunder have been approved pursuant to the Environmental
5              Protection Act subject to conditions or procedures, any approval or
6              decision of the Minister under this clause shall if the case so requires
7              incorporate a requirement that the Joint Venturers make such
8              alterations to the proposals as may be necessary to make them accord
9              with those conditions or procedures.
10      (2)    The Minister shall within 2 months after the later of:
11               (a)   receipt of proposals pursuant to clause 21(1);
12               (b)   where the proposals are to be assessed under Part IV of the
13                     Environmental Protection Act, service on the Minister of an
14                     authority under section 45(7) of the Environmental Protection
15                     Act;
16               (c)   where a proposal will or may require the State to do any act
17                     which affects any native title rights and interests, completion
18                     of all processes required by laws relating to native title to be
19                     undertaken by the State before that act may be done by the
20                     State; and
21               (d)   approval pursuant to clause 12 of all proposals required by
22                     clause 11 to be submitted for the Domgas Project,
23             give notice to the Joint Venturers of his decision in respect to the
24             proposals.
25      (3)    If the decision of the Minister is as mentioned in either of
26             paragraphs (b) or (c) of subclause (1) the Minister shall afford the
27             Joint Venturers full opportunity to consult with him and should they
28             so desire to submit new or revised proposals either generally or in
29             respect to some particular matter.
30      (4)    If the decision of the Minister is as mentioned in either of
31             paragraphs (b) or (c) of subclause (1) and the Joint Venturers consider
32             that the decision is unreasonable the Joint Venturers within 2 months
33             after receipt of the notice mentioned in subclause (2) may elect to
34             refer to arbitration in the manner hereinafter provided the question of
35             the reasonableness of the decision provided that any requirement of

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1                the Minister pursuant to the proviso to subclause (1) shall not be
2                referable to arbitration hereunder.
3          (5)   An award made on an arbitration pursuant to subclause (4) shall have
4                force and effect as follows:
5                  (a)   if by the award the dispute is decided against the Joint
6                        Venturers then the decision shall take effect as a notice by the
7                        Joint Venturers that they accept the award; or
8                  (b)   if by the award the dispute is decided in favour of the Joint
9                        Venturers the decision shall take effect as a notice by the
10                       Minister that the Minister is so satisfied with and approves
11                       the matter or matters the subject of the arbitration.
12         (6)   Subject to and in accordance with the Environmental Protection Act
13               and any approvals and licences required under that Act the Joint
14               Venturers shall implement the approved proposals in accordance with
15               the terms thereof.
16         (7)   Notwithstanding clause 35, the Minister may during the
17               implementation of approved proposals approve variations to those
18               proposals.
19   23.         Expansion of LNG Project
20         (1)   If the Joint Venturers at any time during the currency of this
21               Agreement desire to:
22                 (a)   extend or enlarge the LNG Project Pipeline or a LNG Project
23                       Treatment Plant or increase the capacity of that pipeline or
24                       treatment plant beyond that specified in the approved
25                       proposals; or
26                 (b)   connect an existing or proposed pipeline to the LNG Project
27                       Pipeline; or
28                 (c)   otherwise to significantly modify, expand or otherwise vary
29                       their activities that are the subject of this Agreement and that
30                       may be carried on by them pursuant to this Agreement as part
31                       of the LNG Project beyond those activities specified in the
32                       then approved proposals,
33               they shall give notice of such desire to the Minister and furnish to the
34               Minister with that notice an outline of their proposals in respect

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1              thereto (including such matters mentioned in clauses 20 and 21(1) as
2              are relevant or as the Minister otherwise requires).
3       (2)    The Minister shall within one month after receiving a notice under
4              subclause (1) advise the Joint Venturers whether or not he approves
5              in-principle the proposed extension, enlargement, increase,
6              connection or other modification, expansion or variation. An
7              in-principle approval by the Minister under this subclause may be
8              given subject to conditions including a condition requiring variations
9              or additions to this Agreement provided that any such condition shall
10             not without the consent of the Joint Venturers require variations of:
11               (a)   the term of any Petroleum Titles or rentals or royalties
12                     payable thereunder; or
13               (b)   the rates or method of calculating royalty on petroleum
14                     produced from the Petroleum Titles.
15             The Minister shall afford the Joint Venturers full opportunity to
16             consult with the Minister in respect of any decision of the Minister
17             under this subclause.
18      (3)    If the Minister gives in-principle approval under subclause (2) the
19             Joint Venturers may but not otherwise submit detailed proposals in
20             respect thereof provided that the provisions of clause 5 (other than
21             subclauses (1)(a), (1)(b)(i)) and (if the proposals are to include an
22             extension or enlargement of the LNG Project Pipeline) clause 20 shall
23             mutatis mutandis apply prior to submission of detailed proposals in
24             respect thereof.
25      (4)    Subject to the Environmental Protection Act and the provisions of this
26             Agreement, the Joint Venturers shall submit to the Minister within a
27             reasonable timeframe (as determined by the Minister) after the giving
28             of the Minister's in-principle approval, detailed proposals in respect
29             thereof in accordance with any conditions of that approval otherwise
30             that in-principle approval shall lapse.
31      (5)    The provisions of clause 21 (other than subclauses (3)(c), with the
32             reference in subclause (8)(a)(iii) being read as a reference to the
33             Pipelines Act Minister being ready to vary the LNG Project Pipeline
34             Licence to accord with the proposals once approved and with the
35             reference in clause 21(8)(b) being read as a reference to
36             clause 20(3)(b)) and of clause 22 (other than subclause (6)) shall


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1                mutatis mutandis apply to detailed proposals submitted pursuant to
2                this clause. The Joint Venturers may withdraw such proposals at any
3                time before approval thereof or, where any decision of the Minister in
4                respect thereof is referred to arbitration, within 3 months after the
5                award by notice to the Minister that it shall not be proceeding with the
6                same. In that event the Minister's in-principle approval shall lapse.
7          (6)   Subject to and in accordance with the Environmental Protection Act
8                and any approvals or licences required under those Acts, the Joint
9                Venturers shall implement approved proposals pursuant to this clause
10               in accordance with the terms thereof.
11   24.         Treatment, use and delivery of gas from other areas
12         (1)   In addition to natural gas from the Title Areas, the Joint Venturers
13               may, as part of the Domgas Project process and use natural gas from
14               areas other than the Title Areas provided they have the prior consent
15               of the Minister.
16         (2)   In addition to their obligations as referred to in clause 18 concerning
17               third party access to the LNG Project Pipeline, the Joint Venturers
18               may use the LNG Project Pipeline to convey natural gas obtained by
19               them from areas outside the Title Areas (including natural gas
20               purchased by them from any third party) to the LNG Production
21               Facility (or to a third party pipeline for conveyance to the LNG
22               Production Facility) for the production from it of liquefied natural gas
23               for export provided that they have the prior consent of the Minister.
24         (3)   The Minister's consent may be given subject to conditions including a
25               condition requiring variations or additions to this Agreement provided
26               that any such condition shall not without the consent of the Joint
27               Venturers require variations of:
28                 (a)   the term of this Agreement or of any of the Project Titles; or
29                 (b)   the rentals or licence or easement fees payable under any of
30                       the Project Titles.
31               The Minister shall afford the Joint Venturers full opportunity to
32               consult with him in respect of any decision of the Minister under this
33               subclause.




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1    25.         Compliance with Laws
2          (1)   In the construction, operation, maintenance and use of the Project
3                Pipelines the Joint Venturers shall at all times comply with, observe
4                and perform the provisions of this Agreement, the Pipelines Act (as
5                modified by this Agreement), the Pipeline Licences and any other
6                applicable Laws for the time being in force in the said State.
7          (2)   In the construction, operation, maintenance and use of any other
8                facility or infrastructure, work, installation, plant, machinery,
9                equipment or service provided or controlled by the Joint Venturers,
10               the Joint Venturers shall throughout the currency of this Agreement
11               comply with and observe the provisions of this Agreement and
12               subject thereto the Laws for the time being in force in the said State.
13   26.         Maintenance
14               Throughout the currency of this Agreement the Joint Venturers shall
15               at all times keep and maintain in good repair and working order and
16               condition (which obligation includes, where necessary, replacing or
17               renewing all parts which are worn out or in need of replacement or
18               renewal due to their age or condition) all facilities and other
19               infrastructure, works, installations, roads, plant machinery and
20               equipment for the time being the subject of this Agreement.
21   27.         Use of local labour professional services and materials
22         (1)   Except as otherwise agreed by the Minister the Joint Venturers shall,
23               for the purposes of this Agreement in connection with the
24               developments proposed or to be proposed as the case may be pursuant
25               to clauses 11, 13, 21 or 23:
26                 (a)   except in those cases where the Joint Venturers can
27                       demonstrate it is not reasonable and economically practicable
28                       so to do, use labour available within the said State (using all
29                       reasonable endeavours to ensure that as many as possible of
30                       the workforce be recruited from the north west region of the
31                       said State) or if such labour is not available then, except as
32                       aforesaid, use labour otherwise available within Australia;
33                 (b)   as far as it is reasonable and economically practicable so to
34                       do, use the services of engineers, surveyors, architects and
35                       other professional consultants experts and specialists, project


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1                  managers, manufacturers, suppliers and contractors resident
2                  and available within the said State, or if such services are not
3                  available within the said State, then, as far as practicable as
4                  aforesaid, use the services of such persons otherwise
5                  available within Australia;
6            (c)   during design and when preparing specifications, calling for
7                  tenders and letting contracts for works, materials, plant,
8                  equipment and supplies (which shall at all times, except
9                  where it is impracticable so to do, use or be based upon
10                 Australian Standards and Codes) ensure that suitably
11                 qualified Western Australian and Australian suppliers,
12                 manufacturers and contractors are given full, fair and
13                 reasonable opportunity to tender or quote;
14           (d)   give proper consideration and, where possible, preference to
15                 Western Australian suppliers, manufacturers and contractors
16                 when letting contracts or placing orders for works, materials,
17                 plant, equipment and supplies where price, quality, delivery
18                 and service are equal to or better than that obtainable
19                 elsewhere or, subject to the foregoing, give that consideration
20                 and, where possible, preference to other Australian suppliers,
21                 manufacturers and contracts; and
22           (e)   if, notwithstanding the foregoing provisions of this subclause,
23                 a contract is to be let or an order is to be placed with other
24                 than a Western Australian or Australian supplier,
25                 manufacturer or contractor, give proper consideration and,
26                 where possible, preference to tenders, arrangements or
27                 proposals that include Australian participation where price,
28                 delivery and service are otherwise equal or better.
29   (2)   Except as otherwise agreed by the Minister, the Joint Venturers shall,
30         in every contract entered into with a third party where the third party
31         has an obligation or right to procure the supply of services, labour,
32         works, materials, plant, equipment or supplies for the purposes of this
33         Agreement require as a condition thereof that such third party shall
34         undertake:
35           (a)    the same obligations as are referred to in subclause (1) and
36                 shall report to the Joint Venturers concerning such third
37                 party's implementation of that condition; and


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1                (b)   procurement activities in accordance with each local industry
2                      participation plan provided under clauses 11(8)(c), 13,
3                      21(8)(c) or 23 as may be amended in accordance with
4                      clause 7(5).
5       (3)    The Joint Venturers shall:
6                (a)   in respect of developments the subject or to be the subject (as
7                      the case may be) of proposals submitted under clause 11,
8                      submit a report to the Minister at quarterly intervals from the
9                      date specified in clause 3(4) to the date of the first submission
10                     of proposals under clause 11 and thereafter at monthly
11                     intervals until commissioning of the developments and
12                     thereafter as requested by the Minister from time to time; and
13               (b)   in respect of development the subject or to be the subject (as
14                     the case may be) or proposals submitted under clause 21,
15                     submit a report to the Minister at quarterly intervals from the
16                     commencement of consultation under clause 20 to the date of
17                     the first submission of proposals under clause 21 and
18                     thereafter at monthly intervals until commissioning of the
19                     developments and thereafter as requested by the Minister
20                     from time to time; and
21               (c)   in respect of developments the subject or to be the subject (as
22                     the case may be) of proposals submitted under clauses 13
23                     or 23 as the case may be submit a report to the Minister at
24                     quarterly intervals from the date on which it gives notice
25                     under clause 13(1) or 23(1) as the case may be to the date of
26                     the first submission of proposals in connection with that
27                     notice under clauses 13 or 23 as the case may be and
28                     thereafter at monthly intervals until commissioning of the
29                     developments the subject of the proposals approved pursuant
30                     to clause 13 or 23 as the case may be and thereafter as
31                     requested by the Minister from time to time,
32             concerning their implementation of the provisions of this clause and
33             of the relevant local industry participation plan provided in
34             connection with the development, together with a copy of any report
35             received by the Joint Venturers pursuant to subclause (2) during that
36             month or longer period as the case may be provided that the Minister
37             may agree that any such reports need not be provided in respect of


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1                contracts of such kind or value as the Minister may from time to time
2                determine.
3          (4)   The Joint Venturers shall keep the Minister informed on a regular
4                basis as determined by the Minister from time to time or otherwise as
5                reasonably required by the Minister during the currency of this
6                Agreement of any services (including any elements of the project
7                investigations, design and management) and any works, materials,
8                plant, equipment and supplies that they may be proposing to obtain
9                from or have carried out or permit to be obtained from or carried out
10               outside Australia, together with their reasons therefor and shall, as
11               and when required by the Minister, consult with the Minister with
12               respect thereto.
13   28.         Petrochemical feed stocks
14               The Joint Venturers acknowledge the potential economic value to
15               Western Australia of the processing of Petrochemical feed stocks.
16               Accordingly during the continuance of this Agreement the Joint
17               Venturers shall, in accordance with clause 8(4), market and make
18               available for sale Petrochemical feed stocks to any then existing or
19               proposed producer of petrochemicals within the said State.
20   29.         No discriminatory charges
21               Except as provided in this Agreement the State must not impose, nor
22               shall it permit or authorise any local government or any agency,
23               instrumentality or other authority of the State to impose,
24               discriminatory taxes, rates or charges of any nature whatsoever on or
25               in respect of the titles, property or other assets, products, materials or
26               services used or produced by or through the activities of the Joint
27               Venturers in the conduct of the Domgas Project or the LNG Project
28               nor will the State take or permit to be taken by any such State agency,
29               instrumentality or other authority any other discriminatory action
30               which would deprive the Joint Venturers of full enjoyment of the
31               rights granted or intended to be granted under this Agreement. In the
32               application of this clause the conferral of rights upon parties to other
33               Government agreements shall be disregarded.
34   30.         Taking of land for the purposes of this Agreement
35         (1)   The State is hereby empowered, as and for a public work under
36               Parts 9 and 10 of the Land Act and the Public Works Act 1902 (WA),


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1                to take for the purposes of this Agreement any land (other than any
2                part of a Port or of the DBNGP corridor) which in the opinion of the
3                Joint Venturers is necessary for either or both of the Domgas Project
4                and the LNG Project and which the Minister determines is appropriate
5                to be taken for either or both or the Domgas Project and the LNG
6                Project (except any land the taking of which would be contrary to the
7                provisions of a Government agreement entered into before the
8                submission of the proposals relating to the proposed taking) and
9                notwithstanding any other provisions of those Acts may lease, license
10               or grant an easement of that land to the Joint Venturers.
11         (2)   In applying Parts 9 and 10 of the Land Act and the Public Works
12               Act 1902 (WA) for the purposes of this Clause -
13                 (a)   "land" in those Acts includes a legal or equitable estate or
14                       interest in land;
15                 (b)   sections 170, 171, 172, 173, 174, 175 and 184 of the Land
16                       Act do not apply; and
17                 (c)   the Land Act applies as if it were modified in section 177(2)
18                       by inserting -
19                          (i)   after "railway" the following -
20                                "or land is being taken pursuant to a Government
21                                agreement as defined in section 2 of the Government
22                                Agreements Act 1979 (WA)"; and
23                         (ii)   after "that Act" the following -
24                                "or that agreement as the case may be".
25         (3)   The Joint Venturers shall pay to the State on demand the costs of or
26               incidental to any land taken at the request of and on behalf of the Joint
27               Venturers including but not limited to any compensation payable to
28               any holder of native title or of native title rights and interests in the
29               land.
30   31.         No taking of land
31               Subject to the performance by the Joint Venturers of their obligations
32               under this Agreement the State shall not, during the currency of this
33               Agreement, without the consent of the Joint Venturers, take or suffer
34               or permit to be taken by any local government or by any agency,

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1                instrumentality or other authority of the State any of the facilities,
2                other infrastructure, works, installations, plant, equipment or other
3                property for the time being belonging to the Joint Venturers and the
4                subject of or used for the purpose of this Agreement or any of the
5                works on the lands the subject of the Project Titles and, without such
6                consent (which shall not be unreasonably withheld), the State shall
7                not create or grant or permit or suffer to be created or granted by any
8                agency, instrumentality or other authority of the State any road,
9                right-of-way, water right or easement of any nature or kind
10               whatsoever over or in respect of any such lands which may unduly
11               prejudice or interfere with the Joint Venturers' activities under this
12               Agreement.
13   32.         Commonwealth licences and consents
14         (1)   The Joint Venturers shall from time to time make application to the
15               Commonwealth or to the Commonwealth constituted agency,
16               authority or instrumentality concerned for the grant to them of any
17               licence or consent under the laws of the Commonwealth necessary to
18               enable or permit the Joint Venturers to enter into this Agreement and
19               to perform any of their obligations hereunder.
20         (2)   On request by the Joint Venturers the State shall make representations
21               to the Commonwealth or to the Commonwealth constituted agency,
22               authority or instrumentality concerned for the grant to the Joint
23               Venturers of any licence or consent mentioned in subclause (1).
24   33.         Assignment
25         (1)   Subject to the provisions of this clause a Joint Venturer may at any
26               time assign, mortgage, charge, sublet or dispose of to another Joint
27               Venturer as of right or to any other person with the consent of the
28               Minister the whole or any part of its rights hereunder (including its
29               rights as the holder, together with the other Joint Venturers, of the
30               Pipeline Licences, the Pipeline Easements and other Project Titles)
31               and of its obligations hereunder subject however in the case of an
32               assignment or disposition to the assignee or disponee (as the case may
33               be) executing in favour of the State (unless the Minister otherwise
34               determines) a deed of covenant in a form to be approved by the
35               Minister to comply with observe and perform the provisions hereof on
36               the part of the Joint Venturer to be complied with, observed or
37               performed in regard to the matter or matters the subject of such


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1              assignment or disposition. However, the assignment and disposition
2              rights conferred by this subclause are subject to each Joint Venturer
3              (post such assignment or disposition) being a legal and beneficial
4              holder of one or more Petroleum Titles and to the Joint Venturers
5              from time to time together continuing to be the sole legal and
6              beneficial holders of each of the Petroleum Titles.
7       (2)    Subject to the provisions of this clause a Joint Venturer may at any
8              time assign, mortgage, charge, sublet or dispose of (including by
9              transfer) to another Joint Venturer as of right or to any other person
10             with the consent of the Minister the whole or any part of its legal and
11             beneficial holding of a Petroleum Title subject however in the case of
12             an assignment or disposition:
13               (a)   to the assignee or disponee (as the case may be) being a Joint
14                     Venturer or becoming in accordance with this clause a Joint
15                     Venturer upon or contemporaneously with such assignment
16                     or disposition; and
17               (b)   to the assignor or disponsor ceasing to be a Joint Venturer
18                     upon or contemporaneously with such assignment or
19                     disposition if, following such assignment or disposition, the
20                     assignor or disponsor will not be a legal and beneficial owner
21                     (by itself or together with one or more other Joint Venturers)
22                     of a Petroleum Title; and
23               (c)   to the assignee or disponsee executing in favour of the State
24                     (unless the Minister otherwise determines) a deed of covenant
25                     in a form to be approved by the Minister to comply with
26                     observe and perform the provisions hereof on the part of the
27                     Joint Venturer to be complied with, observed or performed in
28                     regard to the matter or matters the subject of such assignment
29                     or disposition.
30      (3)    Notwithstanding anything contained in or anything done under or
31             pursuant to subclauses (1) or (2) the Joint Venturer will at all times
32             during the currency of this Agreement be and remain liable for the
33             due and punctual performance and observance of all the covenants
34             and agreements on its part contained in this Agreement provided that
35             the Minister may agree to release the Joint Venturer from such
36             liability where the Minister considers such release will not be contrary
37             to the interests of the State.


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1          (4)   The Minister must consult with:
2                  (a)   the Pipelines Act Minister before granting any consent under
3                        subclause (1) in respect of a Pipeline Licence; and
4                  (b)   the Land Act Minister before granting any consent under
5                        subclause (1) in respect of the Pipeline Easements or other
6                        Project Titles granted under the Land Act; and
7                  (c)   the DBNGP Land Access Minister before granting any
8                        consent under subclause (1) in respect of any Project Titles
9                        granted under the DBP Act; and
10                 (d)   the Petroleum Act Minister before granting any consent under
11                       subclause (2) in respect of a Petroleum Title.
12         (5)   Notwithstanding the provisions of the DBP Act, the Land Act, the
13               Petroleum Act or the Pipelines Act insofar as the same may apply, but
14               subject to subclause (4):
15                 (a)   no assignment, mortgage, charge, sublease or disposition
16                       (including by transfer) made or given of or over the
17                       Petroleum Titles, the Pipeline Licences, the Pipeline
18                       Easements or other Project Titles in accordance with the
19                       provisions of subclauses (1) or (2) and the terms of consent
20                       thereunder; and
21                 (b)   no transfer, assignment, mortgage or sublease made or given
22                       in exercise of any power contained in any such mortgage or
23                       charge,
24               shall require any approval or consent other than such consent as may
25               be necessary under subclauses (1) or (2) and no equitable mortgage or
26               charge shall be rendered ineffectual by the absence of any approval or
27               consent (otherwise than as required by this clause).
28   34.         Sale or other disposal of Domgas Project Pipeline
29         (1)   The Joint Venturers may after the Domgas Project Operation Date and
30               with the prior consent of the Minister at the time (after consulting the
31               Pipelines Act Minister and the DBNGP Land Access Minister) sell or
32               otherwise dispose of the whole or part of their rights to and as the
33               holder of the Domgas Project Pipeline (together with the Domgas
34               Project Pipeline Licence, the Domgas Project Pipeline Easement and


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1              other Project Titles granted to the Joint Venturers in accordance with
2              approved proposals for the Domgas Project and which are reasonably
3              required for the continued operation, maintenance, inspection or
4              repair of the Domgas Project Pipeline) on the basis of:
5                (a)   the Domgas Project Pipeline and associated facilities and
6                      other infrastructure to be sold or otherwise disposed of being
7                      excluded from the scope of the Domgas Project; and
8                (b)   this Agreement ceasing to apply to the Domgas Project
9                      Pipeline, the abovementioned associated facilities and other
10                     infrastructure, the Domgas Project Pipeline Licence, the
11                     Domgas       Project  Pipeline   Easement       and    other
12                     abovementioned Project Titles.
13      (2)    The Minister's consent under subsection (1) may be given subject to
14             conditions including any one or more of the following, namely:
15               (a)   variations of the Joint Venturers' approved proposals with
16                     respect to the Domgas Project to reflect the proposed sale or
17                     disposal;
18               (b)   variations of the Domgas Project Pipeline Licence;
19               (c)   variations of the Domgas Project Pipeline Easement and other
20                     abovementioned Project Titles;
21               (d)   that the Domgas Project Pipeline continue to be used to
22                     convey Domgas;
23               (e)   that the Domgas Project Pipeline is to be expanded, its
24                     capacity increased or subject to additional maintenance or
25                     repair works;
26               (f)   that a third party is to be given or is to retain certain access
27                     and usage rights in relation to the Domgas Project Pipeline;
28               (g)   that the Domgas Project Pipeline is to be subject to a
29                     particular third party access or gas transmission regime;
30               (h)   that this Agreement be varied (if necessary) to accommodate
31                     the proposed sale or disposal;
32               (i)   that this Agreement be determined; and



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1                  (j)   that the Joint Venturers, the transferee or disponee (as the
2                        case may be) and the State (if necessary) enter into a
3                        contractual arrangement by which the Joint Venturers and the
4                        transferee or disponee agree to comply with and facilitate
5                        satisfaction of the terms and conditions of the Minister's
6                        consent.
7          (3)   Neither a decision by the Minister under subclause (1) nor any
8                condition imposed by the Minister under subclause (2) shall be
9                referable to arbitration hereunder.
10   35.         Variation or determination of Agreement by agreement
11         (1)   The parties to this Agreement may from time to time by agreement in
12               writing add to, substitute for, cancel or vary all or any of the
13               provisions of this Agreement for the purpose of more efficiently or
14               satisfactorily implementing or facilitating any of the objects of this
15               Agreement.
16         (2)   The Minister shall cause any agreement made pursuant to
17               subclause (1) to be laid on the Table of each House of Parliament
18               within 12 sitting days next following its execution.
19         (3)   Either House may, within 12 sitting days of that House after the
20               agreement has been laid before it, pass a resolution disallowing the
21               agreement, but if after the last day on which the agreement might
22               have been disallowed neither House has passed such a resolution the
23               agreement shall have effect from and after that last day.
24         (4)   Subject to subclause (5), the Joint Venturers may not earlier than
25               31 December 2015 or later than 31 March 2016, give notice to the
26               State that they do not intend to submit proposals for the Domgas
27               Project for any one or more of the following reasons:
28                 (a)   the Joint Venturers have been unable to prove up sufficient
29                       reserves of natural gas within the Title Areas to underpin the
30                       establishment and sustained operation of a technically and
31                       economically viable Domgas Project; or
32                 (b)   the Joint Venturers' preparatory work under clause 5(1)(b)
33                       leads them to conclude that the production of natural gas to
34                       underpin the establishment and sustained operation of a
35                       Domgas Project is not technically viable; or


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1                  (c)   the Joint Venturers' preparatory work under clause 5(1)(b)
2                        leads them to conclude that the establishment and sustained
3                        operation of a Domgas Project is otherwise not economically
4                        viable.
5                Upon the Joint Venturers giving the abovementioned notification in
6                accordance with this subclause this Agreement shall cease and
7                determine.
8          (5)   The Joint Venturers' right to give notice under subclause (4) is subject
9                to:
10                 (a)   the Joint Venturers having first consulted the Minister in
11                       regard thereto including as to the reasons why they propose to
12                       give such notice; and
13                 (b)   21 days having elapsed since they so consulted the Minister;
14                       and
15                 (c)   the Minister and the Joint Venturers having not already
16                       reached agreement pursuant to clause 10 or clause 20 as the
17                       case may be on all matters in clause 10 or clause 20 as the
18                       case may be required to be agreed between them; and
19                 (d)   the Minister having not granted an extension of the date
20                       specified in clause 11(1) for the submission by the Joint
21                       Venturers of proposals under clause 11.
22         (6)   The parties may at any time after the LNG Project Operation Date by
23               mutual agreement determine this Agreement in relation to the LNG
24               Project provided that no matter in connection with a failure by the
25               parties to agree under this subclause (6) shall be referable to
26               arbitration hereunder.
27   36.         Force majeure
28               Subject to clauses 8(7) and 11(9), this Agreement shall be deemed to
29               be made subject to any delays in the performance of the obligations
30               under this Agreement and to the temporary suspension of continuing
31               obligations under this Agreement that may be caused by or arise from
32               circumstances beyond the power and control of the party responsible
33               for the performance of those obligations including (without limiting
34               the generality of the foregoing) delays or any such temporary
35               suspension as aforesaid caused by or arising from act of God, force

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1                majeure, earthquakes, floods, storms, tempest, cyclones, washaways,
2                fire (unless caused by the actual fault or privity of the party
3                responsible for such performance) act of war, act of public enemies,
4                riots, civil commotions, strikes, lockouts, stoppages, restraint of
5                labour or other similar acts (whether partial or general), acts or
6                omissions of the Commonwealth, shortages of labour or essential
7                materials, reasonable failure to secure contractors, delays of
8                contractors, factors due to overall world economic conditions or
9                factors due to action taken by or on behalf of any government or
10               governmental authority (other than the State or any agency,
11               instrumentality or other authority of the State) or factors that could
12               not reasonably have been foreseen provided always that the party
13               whose performance of obligations is affected by any of the said
14               causes must promptly give notice to the other party or parties of the
15               event or events and shall use its best endeavours to minimise the
16               effects of such causes as soon as possible after the occurrence.
17   37.         Power to extend periods and dates
18         (1)   Notwithstanding any provision of this Agreement but subject to
19               subclauses (2) and (3), the Minister may at the request of the Joint
20               Venturers from time to time extend or further extend any period or
21               vary or further vary any date referred to in this Agreement for such
22               period or to such later date as the Minister thinks fit, whether or not
23               the period to be extended has expired or the date to be varied has
24               passed.
25         (2)   The date specified in clause 11(1) for the submission of proposals
26               under it may only be extended once pursuant to this clause and for a
27               period not exceeding 18 months.
28         (3)   The Minister may not extend:
29                     (a)   the Suspension Period; or
30                 (b)       the date or notice period specified in clause 12(6); or
31                     (c)   the dates specified in clause 35(4).
32   38.         Determination of Agreement by the State
33         (1)   If:
34                     (a)     (i)   the Joint Venturers make default which the State
35                                   considers material in the due performance or

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1                               observance of any of the covenants, conditions or
2                               obligations of the Joint Venturers in this Agreement
3                               or in the Pipeline Licences, the Pipeline Easements or
4                               other Project Titles; or
5                        (ii)   the Joint Venturers abandon or repudiate this
6                               Agreement or abandon or repudiate their activities
7                               under this Agreement,
8                      and such matter is not remedied within a period of 180 days
9                      after notice is given by the State as provided in subclause (2)
10                     or if the matter is referred to arbitration, then within the
11                     period mentioned in subclause (3); or
12               (b)   any of the Joint Venturers go into liquidation (other than a
13                     voluntary liquidation for the purpose of reconstruction) and
14                     unless within 3 months from the date of such liquidation the
15                     interest of the relevant Joint Venturer is assigned to an
16                     assignee in accordance with clause 33(1),
17             the State may by notice to the Joint Venturers determine this
18             Agreement.
19      (2)    The notice to be given by the State to the Joint Venturers in terms of
20             subclause (1)(a) must specify the nature of the default or other ground
21             so entitling the State to exercise such right of determination and
22             where appropriate and known to the State the party or parties
23             responsible therefor and shall be given to the Joint Venturers and all
24             such mortgagees, chargees and sublessees for the time being of the
25             Joint Venturers' said rights to or in favour of whom or by whom a
26             mortgage, charge or sublease has been effected in terms of clause 33,
27             whose name and address for service of notice has previously been
28             notified to the State by the Joint Venturers or by any such mortgagee,
29             chargee or sublessee.
30      (3)      (a)   If the Joint Venturers contest the alleged default or other
31                     ground referred to in subclause (1)(a) the Joint Venturers
32                     shall within 60 days after notice given by the State as
33                     provided in subclause (2) refer the matter in dispute to
34                     arbitration.
35               (b)   If the question is decided against the Joint Venturers, the
36                     Joint Venturers must comply with the arbitration award


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1                        within a reasonable time to be fixed by that award provided
2                        that if the arbitrator finds that there was a bona fide dispute
3                        and that the Joint Venturers were not dilatory in pursuing the
4                        arbitration, the time for compliance with the arbitration award
5                        shall not be less than 90 days from the date of such award.
6          (4)   If the default referred to in subclause (1)(a) has not been remedied
7                within a period of 180 days after receipt of the notice referred to in
8                that subclause or within the time fixed by the arbitration award as
9                aforesaid the State instead of determining this Agreement as aforesaid
10               because of such default may itself remedy such default or cause the
11               same to be remedied (for which purpose the State by agents workmen
12               or otherwise shall have full power to enter upon lands occupied by the
13               Joint Venturers and to make use of all plant, machinery, equipment
14               and installations thereon) and the actual costs and expenses incurred
15               by the State in remedying or causing to be remedied such default shall
16               be a debt payable by the Joint Venturers to the State on demand.
17   39.         Effect of cessation or determination of Agreement
18         (1)   Subject to subclause (6), on the cessation or determination of this
19               Agreement:
20                 (a)   subject to subclause (2) and except as otherwise agreed by the
21                       Minister, the rights of the Joint Venturers to, in or under this
22                       Agreement and the rights of the Joint Venturers or any
23                       mortgagee or chargee to any works constructed under this
24                       Agreement or to, in or under the Pipeline Licences, the
25                       Pipeline Easements and the other Project Titles (if then still
26                       current) shall thereupon cease and determine but without
27                       prejudice to the liability of any of the parties hereto in respect
28                       of any antecedent breach or default under this Agreement or
29                       in respect of any guarantee or indemnity given under this
30                       Agreement; and
31                 (b)   except as otherwise agreed by the Minister any pending
32                       application for the Domgas Project Pipeline Licence or the
33                       LNG Project Pipeline Licence shall be deemed to have been
34                       terminated; and
35                 (c)   the Joint Venturers shall forthwith pay to the State all money
36                       which may then have become payable or accrued due; and


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1                (d)   the Joint Venturers must, subject to paragraph (a) and
2                      subclause (3) and in compliance with subclause (4), in respect
3                      of the land the subject of the Pipeline Licences or the Project
4                      Titles as the case may be held by the Joint Venturers
5                      immediately before such cessation or determination and at the
6                      Joint Venturers' expense:
7                         (i)   decommission and remove all facilities and other
8                               infrastructure established or constructed on such land
9                               under this Agreement or otherwise under the Pipeline
10                              Licences, the Pipeline Easements or the other Project
11                              Titles as the case may be; and
12                       (ii)   reinstate and rehabilitate such land; and
13               (e)   save as aforesaid and as otherwise provided in this
14                     Agreement none of the parties shall have any claim against
15                     the other of them with respect to any matter or thing in or
16                     arising out of this Agreement.
17      (2)    In relation to Petroleum Titles then in force:
18               (a)   the benefit of the rights and privileges conferred by this
19                     Agreement, and any modification by this Agreement of any
20                     Act or law shall cease to apply; and
21               (b)   such title being a petroleum exploration permit shall continue
22                     in force under and subject to the Petroleum Act (including,
23                     subject to the exception referred to below, compliance with
24                     any works programme to which it is subject in accordance
25                     with clause 14) and if it has been renewed during the
26                     Suspension Period with the benefits of the modifications of
27                     the Petroleum Act referred to in clause 14(1)(a) and (b) for
28                     the lesser of the balance of its remaining term and the period
29                     of 6 months commencing on the date after the expiration or
30                     earlier cessation of this Agreement; and
31               (c)   such title being a petroleum drilling reservation, retention
32                     lease or a production licence shall continue in force under and
33                     subject to the Petroleum Act for the balance of its remaining
34                     term.




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1          In relation to a petroleum exploration permit, if the balance of its
2          remaining term would but for the reduction in its term as referred to in
3          paragraph (b) otherwise have been more than 6 months, then the Joint
4          Venturers shall only be required to comply with the abovementioned
5          works programme to the extent it was required to be undertaken prior
6          to the expiry of its reduced term.
7    (3)   The Joint Venturers' obligations under subclause (1)(d) shall not apply
8          to the extent:
9            (a)   in respect of facilities or other infrastructure established or
10                 constructed under the authority of a Pipeline Easement or
11                 other Project Title granted under the Land Act, the Land Act
12                 Minister gives notice to the Joint Venturers within 6 months
13                 after the cessation or determination of this Agreement that the
14                 Land Act Minister does not require the Joint Venturers to
15                 decommission and remove such facilities or other
16                 infrastructure; and
17           (b)   in respect of facilities or other infrastructure established or
18                 constructed under the authority of a Pipeline Licence, the
19                 Pipelines Act Minister gives notice to the Joint Venturers
20                 within 6 months after the cessation or determination of this
21                 Agreement that it does not require the Joint Venturers to
22                 decommission and remove such facilities or other
23                 infrastructure; and
24           (c)   in respect of facilities or other infrastructure established or
25                 constructed under the authority of Project Title granted under
26                 the DBP Act, the DBNGP Land Access Minister gives notice
27                 to the Joint Venturers within 6 months after the cessation or
28                 determination of this Agreement that the DBNGP Land
29                 Access Minister does not require the Joint Venturers to
30                 decommission and remove such facilities or other
31                 infrastructure.
32   (4)   In carrying out any works required by subclause (1)(d) the Joint
33         Venturers must at all times comply with all relevant Laws (including
34         the Environmental Protection Act, the Contaminated Sites Act and the
35         Pipelines Act), this Agreement, and subject thereto, the provisions of
36         the relevant Pipeline Licences, Pipeline Easements and Project Titles.



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1       (5)    Upon the cessation or determination of this Agreement except as
2              otherwise agreed by the Minister, the facilities and other infrastructure
3              the subject of a notice from the Land Act Minister as referred to in
4              subclause (3)(a) or the subject of a notice from the Pipelines Act
5              Minister as referred to in subclause (3)(b) or the subject of a notice
6              from the DBNGP Land Access Minister as referred to in
7              subclause (3)(c) shall become and remain (to the extent they have not
8              already become so) the absolute property of the State without
9              payment of any compensation to the Joint Venturers or any other
10             party and freed and discharged from all mortgages and encumbrances
11             and the Joint Venturers shall do and execute all such deeds,
12             documents and other acts, matter and things (including surrenders) as
13             the State may require to give effect to the provisions of this subclause.
14      (6)    On the determination of this Agreement in relation to the LNG Project
15             by mutual agreement of the parties as referred to in clause 35(6):
16               (a)   the rights of the Joint Venturers in and under, this Agreement
17                     to continue to undertake the LNG Project under and pursuant
18                     to this Agreement shall thereupon cease and determine but
19                     without prejudice to the liability of any of the parties hereto
20                     in respect of any antecedent breach or default under this
21                     Agreement or in respect of any guarantee or indemnity given
22                     under this Agreement; and
23               (b)   the Joint Venturers shall forthwith pay to the State all money
24                     which may then have become payable or accrued due in
25                     respect of the LNG Project; and
26               (c)   in respect of the LNG Project Pipeline Licence, the LNG
27                     Project Pipeline Easement and other Project Titles (granted to
28                     the Joint Venturers in accordance with approved proposals
29                     for the LNG Project) then in force:
30                        (i)   the benefit of the rights and privileges conferred by
31                              this Agreement, and any modification by this
32                              Agreement of any Act or law shall cease to apply;
33                              and
34                       (ii)   the LNG Project Pipeline Licence shall continue in
35                              force under and subject to the Pipelines Act with such
36                              variations as the Pipelines Act Minister (with the


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1                                concurrence of the Minister and after consulting the
2                                Joint Venturers) considers reasonable; and
3                        (iii)   the LNG Project Pipeline Easement shall continue in
4                                force under and subject to the Pipelines Act with such
5                                variations as the Land Act Minister (with the
6                                concurrence of the Minister and after consulting the
7                                Pipeline Act Minister and the Joint Venturers)
8                                considers reasonable; and
9                        (iv)    the other abovementioned Project Titles granted
10                               under the Land Act shall continue in force under and
11                               subject to the Land Act with such variations as the
12                               Land Act Minister (with the concurrence of the
13                               Minister and after consulting the Joint Venturers)
14                               considers reasonable; and
15                        (v)    the other abovementioned Project Titles granted
16                               under the DBP Act shall continue in force under and
17                               subject to the DBP Act with such variations as the
18                               DBNGP Land Access Minister (with the concurrence
19                               of the Minister and after consulting the Joint
20                               Venturers) considers reasonable.
21   40.        Indemnity
22              The Joint Venturers shall indemnify and keep indemnified the State
23              and its servants agents and contractors in respect of all actions suits
24              claims demands or costs of third parties arising out of or in
25              connection with any work carried out by or on behalf of the Joint
26              Venturers pursuant to this Agreement or relating to its activities
27              hereunder or arising out of or in connection with the construction
28              maintenance or use by the Joint Venturers or their servants agents
29              contractors, sublessees or assignees of the Joint Venturers' facilities,
30              other infrastructure, works or services the subject of this Agreement
31              or the plant apparatus or equipment installed in connection therewith
32              provided that subject to the provisions of any relevant Act such
33              indemnity will not apply in circumstances where the State, its
34              servants, agents, or contractors are negligent in carrying out work for
35              the Joint Venturers pursuant to this Agreement.




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1    41.         Subcontracting
2                Without affecting the liabilities of the parties under this Agreement
3                each of the State and the Joint Venturers will have the right from time
4                to time to entrust to third parties the carrying out of any portions of
5                the activities which it is authorised or obliged to carry out hereunder.
6    42.         Arbitration
7          (1)   Except as provided in this Agreement, any dispute or difference
8                between the State and the Joint Venturers arising out of or in
9                connection with this Agreement, the construction of this Agreement
10               or as to the rights duties or liabilities of either of them under this
11               Agreement or as to any matter to be agreed upon between them under
12               this Agreement must, in default of agreement between them and in the
13               absence of any provision in this Agreement to the contrary, be
14               referred to and settled by arbitration under the provisions of the
15               Commercial Arbitration Act 1985 (WA) each party may be
16               represented before the arbitrator by a duly qualified legal practitioner
17               or other representative.
18         (2)   Any party to a dispute may appeal to the Supreme Court of Western
19               Australia on any question of law arising out of an interim or final
20               award in an arbitration.
21         (3)   Except where otherwise provided in this Agreement, the provisions of
22               this clause will not apply to any case where the State, the Minister or
23               any other Minister in the Government of the State is by this
24               Agreement given either expressly or impliedly a discretionary power.
25         (4)   The arbitrator of any submission to arbitration under this Agreement
26               is hereby empowered upon the application of either the State or the
27               Joint Venturers, to grant in the name of the Minister any interim
28               extension of any period or variation of any date referred to herein
29               (which the Minister would otherwise be permitted to make pursuant
30               to clause 37) which having regard to the circumstances may
31               reasonably be required in order to preserve the rights of that party or
32               of the parties to the arbitration and an award may in the name of the
33               Minister grant any further extension or variation for that purpose.




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1    43.         Consultation
2          (1)   The Joint Venturers must during the currency of this Agreement
3                consult with and keep the State fully informed on a confidential basis
4                concerning any action that the Joint Venturers propose to take with
5                any third party (including the Commonwealth or any Commonwealth
6                constituted agency, authority, instrumentality or other body) which
7                might significantly affect the overall interest of the State under this
8                Agreement.
9          (2)   The Joint Venturers must during the currency of this Agreement
10               consult with and keep the State fully informed with respect to
11               significant events that might materially affect the establishment and
12               sustained operation of, and ownership of, the Domgas Project or the
13               LNG Project by the Joint Venturers.
14   44.         Notices
15               Any notice consent or other writing authorised or required by this
16               Agreement to be given or sent by the State to the Joint Venturers or to
17               the Guarantor will be deemed to have been duly given or sent if
18               signed by the Minister or by any senior officer of the Public Service
19               of the State acting by the direction of the Minister and forwarded by
20               prepaid post or handed to the Joint Venturers or to the Guarantor as
21               the case may be at their addresses or its address as hereinbefore set
22               forth or other address in the said State nominated by the Joint
23               Venturers or by the Guarantor as the case may be to the Minister and
24               by the Joint Venturers or by the Guarantor to the State if signed on
25               their or its behalf by any person or persons authorised by the Joint
26               Venturers or by the Guarantor as the case may be or by their or its
27               solicitors as notified to the State from time to time and forwarded by
28               prepaid post or handed to the Minister and except in the case of
29               personal service any such notice consent or writing shall be deemed to
30               have been duly given or sent on the day on which it would be
31               delivered in the ordinary course of post.
32   45.         Mitsubishi Corporation guarantee of subsidiaries' performance
33               Notwithstanding any addition to or deletion or variation of the
34               provisions of this Agreement or any time or other indulgence granted
35               by the State or by the Minister to the Joint Venturers or to either or
36               both of Diamond Resources (Fitzroy) Pty Ltd or Diamond Resources
37               (Canning) Pty Ltd whether or not notice thereof is given to the

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1                Guarantor by the State, the Guarantor hereby guarantees to the State
2                the due performance by each of those companies of all of their
3                obligations to be performed hereunder. The Minister may agree to
4                release the Guarantor from this guarantee where the Minister is
5                reasonably satisfied that those companies have the financial capacity
6                to perform their obligations under this Agreement. Except as
7                provided in a release given under this clause, the guarantee given
8                under this clause shall continue notwithstanding the cessation or
9                determination of this Agreement.
10   46.         Term of Agreement
11         (1)   Subject to the provisions of clauses 38 and 39 and of this clause, this
12               Agreement shall expire on the later of the date occurring 25 years
13               after date on which the last of the Joint Venturers' proposals submitted
14               pursuant to clause 11 for the Domgas Project shall have been
15               approved or determined pursuant to clause 12.
16         (2)   The Joint Venturers may, provided there is no default the subject of a
17               notice of default given by the State to the Joint Venturers under
18               clause 38 which has not been remedied, give notice to the Minister
19               not earlier than 2 years before the expiration of the term referred to in
20               subclause (1), of:
21                 (a)   their desire to have the provisions of this Agreement extended
22                       for a further period of up to 25 years; and
23                 (b)   their plans for the continued undertaking of the Domgas
24                       Project during such period.
25         (3)   The Minister may, if he is satisfied that the Joint Venturers intend to
26               continue to undertake the Domgas Project during such period, extend
27               the term of this Agreement accordingly.
28   47.         Applicable law
29               This Agreement is to be interpreted according to the law for the time
30               being in force in the State of Western Australia.




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1                                      SCHEDULE
2                     PETROLEUM EXPLORATION PERMITS
3                     (Petroleum Titles at the date of this Agreement)
4    No. *                                  Blocks
5    EP371 (R1)                             45
6    EP391 (R2)**                           30
7    EP428                                  79
8    EP431                                  52
9    EP436                                  30


10   *       The location of the abovementioned petroleum exploration permits as at
11           the date of this Agreement is shown on the Plan.
12   **      Subject to applications STP-PRA 004 and 005 for petroleum production
13           licence.




                                                                            page 85
    Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
    Schedule 1     Natural Gas (Canning Basin Joint Venture) Agreement 2012




1   IN WITNESS WHEREOF this Agreement has been executed by or on behalf of
2   the parties hereto the day and year first hereinbefore mentioned.


3   [Signature]

    SIGNED by THE HONOURABLE )
    COLIN JAMES BARNETT in the )
    presence of:               )

4   [Signature]

5   Witness:
6   Name: Nicole Henderson
    EXECUTED by BURU ENERGY               )
    LIMITED ACN 130 651 437 in            )
    accordance with section 127 of the    )
    Corporations Act 2001                 )
    (Commonwealth):                       )

7   [Signature]                           [Signature]

    Signature of director:               Signature of director:
    Name of director: Graham Douglas     Name of director: Peter Vernon
    Riley                                Jones

8

    EXECUTED by DIAMOND                   )
    RESOURCES (FITZROY) PTY LTD           )
    ACN 145 113 177 in accordance with    )
    section 127 of the Corporations       )
    Act 2001 (Commonwealth):              )

9   [Signature]                           [Signature]

    Signature of director:               Signature of director:
    Name of director: Masaru Saito       Name of director: Masayuki Moroi


    page 86
               Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012
       Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1




1

    EXECUTED by DIAMOND                   )
    RESOURCES (CANNING) PTY LTD           )
    ACN 145 113 186 in accordance with    )
    section 127 of the Corporations       )
    Act 2001 (Commonwealth):              )

2   [Signature]                          [Signature]

    Signature of director:               Signature of director:
    Name of director: Masaru Saito       Name of director: Masayuki Moroi

3
    SIGNED for and on behalf of   )
    MITSUBISHI CORPORATION in the )
    presence of:                  )

4   [Signature]                          [Signature]

    Signature of witness:                Signature of duly authorised
    Name: Kazuyuki Mori                  representative
                                         Name: Jun Yanai
                                         Title: Executive Vice President
                                         Chief Executive Office for Energy
                                         Business Group




 


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