Beetaloo or bust: the route to commercial success for an Australian shale play, page-55

	10.	Proposed New Activities

	10.1	Proposed New Pad and Pad Infrastructure

		(a)	Prior to the Operator commencing Regulated Operations directly related to the development of a drill pad and related Pad Infrastructure (Proposed New Pad), the Operator shall give notice of the Proposed New Pad to all Parties in accordance with clause 5.12, including with such notice an AFE in respect of the Proposed New Pad (New Pad Notice) and, to the extent reasonably practicable and known at that time, how many wells are expected to be drilled from that Proposed New Pad and whether any new DSUs are expected to be created from wells drilled from this Proposed New Pad.

		(b)	Upon receipt of a New Pad Notice in respect of a drill pad proposed to be developed in an area, regardless of whether that area is within an existing DSU or the first well from that drill pad will create a new DSU, each Party must, within the time period specified in clause 5.12, give notice to the Operator electing:

		(i)	not to participate in the Proposed New Pad;

		(ii)	subject to clauses 10.1(c), 10.1(d) and 10.1(e), to participate in the Proposed New Pad in proportion to its Participating Interest; or

		(iii)	subject to clauses 10.1(c), 10.1(d) and 10.1(e), to participate in the Proposed New Pad in a proportion that is less than its full Participating Interest entitlement and, if so, the percentage that it elects to participate in the Proposed New Pad (Reduced Pad Interest).

		(c)	If a Party elects:

		(i)	not to participate in a Proposed New Pad, it may not participate in any Proposed New Operation utilising that Proposed New Pad; or

		(ii)	to participate in a Proposed New Pad at a Reduced Pad Interest it may only participate up to the Reduced Pad Interest in any Proposed New Operation utilising that Proposed New Pad.

		(d)	If a Party elects to take a Reduced Pad Interest in a Proposed New Pad, then it may not, in respect of any subsequent Proposed New Operations utilising that Proposed New Pad, elect to participate in an interest greater than the Reduced Pad Interest.

		(e)	If a Party has nominated a LLI Cap in respect of an approved Work Program and Budget and the AFE in respect of the Proposed New Pad is being issued under that Work Program and Budget, it may not elect to participate in that Proposed New Pad in an interest greater than the LLI Cap.

		(f)	If a Party fails to validly respond to a New Pad Notice within the applicable time period specified in clause 5.12, it shall be deemed to have elected not to participate in the Proposed New Pad at its full Participating Interest.

		(g)	If all Parties properly notify (or are deemed to have notified) their election to participate in a Proposed New Pad in accordance with their full Participating Interest entitlement, then the Proposed New Pad shall be conducted as a Joint Operation and each Partys Pad Interest in the new drill pad and Pad Infrastructure that is the subject of the Proposed New Pad shall be equivalent to its Participating Interest.

1	Amending Deed Joint Operating Agreement (Beetaloo JV)		64

		(h)	If a Party elects not to participate in a Proposed New Pad, or a Party elects to participate in a Reduced Pad Interest, then the Operator shall notify all Parties of this within 5 Business Days of the expiration of the relevant time period. Parties that have elected to participate in the Proposed New Pad in their full Participating Interest entitlement shall be entitled, for a period of 5 Days following receipt of such notification by the Operator, to notify the Operator that they elect to:

		(i)	carry its proportionate share of the additional interest in the Proposed New Pad available as a result of one or more Parties election to take a Reduced Pad Interest; or

		(ii)	carry its proportionate share of the additional interest available as described in clause 10.1(h)(i) and any additional interests that any other Party participating with its full Participating Interest elects not to take.

		(i)	If the Parties do not elect to take up the additional interest available as described in clause 10.1(h)(i), the Proposed New Pad shall not proceed.

		(j)	If the Parties elect to take up the additional interest available as described in clause 10.1(h)(i) (in whatever proportion is determined under clause 10.1(h)), the Proposed New Pad shall be conducted by the Operator and:

		(i)	the Party that has elected to participate with a Reduced Pad Interest, shall have a Pad Interest in the Proposed New Pad equivalent to the Reduced Pad Interest; and

		(ii)	the other Parties shall bear a Pad Interest in the Proposed New Pad in the proportion determined following the process set out in clause 10.1(h).

		(k)	If Regulated Operations in connection with a Proposed New Pad have not been commenced within 180 Days (excluding any extension specifically agreed by all Parties or allowed by the Force Majeure provisions of clause 21) after the date of the vote to proceed with the Proposed New Pad, the ability to conduct such Proposed New Pad shall terminate save for any accrued obligations. If any Party still desires to conduct such Proposed New Pad, then the Operator must resubmit to the Parties notice proposing such Proposed New Pad under clause 10.1(b).