Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval Regulation 1996 (Qld)

Queensland Subordinate Legislation 1996 No. 58 Water Resources Act 1989 WATER RESOURCES (TRANSFIELD COLLINSVILLE PTY LTD AND NRGENERATING HOLDINGS (NO. 1) B.V.) AGREEMENT APPROVAL REGULATION 1996 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Agreement approved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Expiry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . 3 AGREEMENT–TRANSFIELD COLLINSVILLE PTY LTD AND NRGENERATING HOLDINGS (No. 1) B.V.

s1 2 s3 Water Resources (Transfield Collinsville Pty Ltd No. 58, 1996 and NRGenerating Holdings (No. 1) B.V.) Agreement Approval ˙ Short title 1. This regulation may be cited as the Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval Regulation 1996 . ˙ Agreement approved 2. The terms of the agreement set out in the schedule is approved under section 15 of the Act. ˙ Expiry 3. This regulation expires on the day after it commences.

3 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 ¡ SCHEDULE AGREEMENT–TRANSFIELD COLLINSVILLE PTY LTD AND NRGENERATING HOLDINGS (No. 1) B.V. section 2 THIS AGREEMENT is made on the 17th day of January, 1996 BETWEEN PRIMARY INDUSTRIES CORPORATION, a Corporation constituted by the Primary Industries Corporation Act 1992 , (“the Seller”) AND TRANSFIELD COLLINSVILLE PTY LIMITED ACN 058 436 847, AND NRGENERATING HOLDINGS (No.1) B.V. ARBN 070 968 606, (“the Buyers”). WHEREAS A. The Seller owns, operates and maintains Eungella Dam and the Water Supply System. B. The Buyers are unincorporated joint venturers who intend to manage and operate Collinsville Power Station in accordance with the PPA. C. The Buyers wish to enter into an agreement with the Seller, under the WaterResourcesAct1989 , for the supply of Water to Collinsville Power Station from the Water Supply System. D. Section 15 of the Water Resources Act 1989 deals with the Seller’s power to supply water by agreement. In particular, subsections (5) and (6), respectively, provide that— (5) This Act or an agreement made under this section is not to be construed or operate to create on the part of [the Seller] an obligation to supply a fixed quantity of water in the event of an insufficiency in the

4 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) supply of water from any cause requiring a discontinuance or lessening thereof in accordance with subsection (6); (6) Where water upon which [the Seller] relies for maintenance of supply under this section has been or is likely in the opinion of [the Seller] to be diminished, [the Seller] may— (a) discontinue or lessen, as it thinks fit, the quantity of water to be supplied; (b) give directions determining and regulating— (i) priorities with respect to consumers entitled to the supply of water; and (ii) the quantities of water to be supplied to customers. E. The Seller has agreed to supply the Buyers with Water from Eungella Dam (including Collinsville Weir and the Bowen River) through the Water Supply System subject to the terms of this Agreement. NOW THIS AGREEMENT WITNESSES AS FOLLOWS: 1. DEFINITIONS In this Agreement including the Recitals and Annexures the following terms have the following meanings— “Agreement” means this document and all annexures to this document. “Allocation Charge” means for the First Period of the Agreement- $150, and for each subsequent Water Year - the amount as calculated under clause 8(d). “Annual Announced Allocation” means the percentage of the Annual Nominal Allocation available for use by the Buyers during a particular Water Year.

5 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) “Annual Nominal Allocation” means the volume of Water nominally allocated by the Seller for supply to the Buyers during each Water Year, being, initially, 2 500 ML. “CPI” means the consumer price index published by the Australian Bureau of Statistics for Brisbane (Capital City) (All Groups Index Numbers) or if that index is suspended or discontinued, the index substituted for it by the Australian Statistician. “Consumption Charge” means the charge for the Buyers’ proportionate share of the Seller’s routine operation and maintenance costs for Eungella Dam and the Water Supply System (including the costs for recalibrating the Meter in accordance with clause 6(f) and premiums for insurance as specified in clause 14). This charge takes the form of a price per ML consumed by the Buyers. “Collinsville Power Station” means the power station to be owned by the Buyers located at Collinsville. “Financiers” means— (a) a lender providing financial accommodation (including interim or long-term financing or refinancing) for the Collinsville Power Station; (b) an equity investor in the Buyers (or an equity investor in either one of the Buyers) providing financing or refinancing for the Collinsville Power Station; or (c) a trustee or agent acting on behalf of such a lender or equity investor. “Financier Securities” means mortgages, charges or other security interests given by the Buyers in favour of a Financier to secure repayment of financial accommodation provided for the Collinsville Power Station. “First Period of the Agreement” means the period from the date of commencement of this Agreement up until, and including, the following 30 June.

6 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) “Maximum Daily Allocation” means the volume of Water the Buyers are permitted to take from the Water Supply System by operation of the Terminal Control Valve in any one day, being, initially, 20 ML per day. “Meter” means the meter, located immediately upstream of the Terminal Control Valve for recording the volume of Water supplied by the Seller to the Buyers from the Water Supply System. “ML” means megalitre. “PPA” means the Power Purchase Agreement (relating to the operation of Collinsville Power Station) which the Buyers entered into with QTSC, on 30 November, 1995. “Quarter” means each 3 month period commencing on 1 July, 1 October, 1 January and 1 April and Quarterly shall be construed accordingly. “QTSC” means the Queensland Transmission and Supply Corporation. “QTSC Securities” means mortgages, charges or other security interests given by the Buyers in favour of QTSC to secure performance of the obligations of the Buyers under the PPA. “Restriction of Supply” means any restriction in the Water supply to the Buyers to less than the Maximum Daily Allocation, other than a restriction arising from an event contemplated in clause 13(b). “Term” means the period defined in clause 3. “Terminal Control Valve” means the Buyers’ valve for controlling the volume of Water supplied to the Buyers by the Seller through the Water Supply System. “Water” means water in its raw state as supplied from Eungella Dam (including Bowen River Weir and the Bowen River) by the Seller to the Buyers through the Water Supply System. “Water Priority Code” means the statement of the Seller’s policy and guidelines for the allocation of Water when there is a diminution in the supply of Water (as referred to in Recital D), a copy of which is attached (Annexure A).

7 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) “Water Supply System” means the system, upstream of the Terminal Control Valve, for the supply of Water to the Buyers, including the pumping station, the pipeline from the pumping station to the 120 ML intermediate reservoir, the intermediate reservoir, the pipeline from the intermediate reservoir to the Terminal Control Valve, and the Meter, all of which and the Terminal Control Valve are shown or identified on the attached schematic diagram (Annexure B). “Water Year” means a period of 12 months beginning on 1 July. 2. INTERPRETATION In this Agreement, except to the extent that the context otherwise requires— (a) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re- enactments or replacements of any of them; (b) the singular includes the plural and vice versa; (c) a reference to a person includes corporations, associations and statutory authorities; (d) a reference to any instrument (including this Agreement) includes any variation or replacement thereof; (e) a reference to clauses or annexures shall, unless otherwise provided, be to the clauses or annexures of or to this Agreement; (f) all monetary amounts are expressed in Australian currency; (g) a reference to any authority, association or body whether statutory or otherwise shall, in the event of any such authority, association or body ceasing to exist or being reconstituted, renamed or replaced or the powers or functions thereof being transferred to any other authority, association or body, be deemed to refer respectively to the authority, association or body established or constituted in lieu thereof or as nearly as may be succeeding to the powers or functions thereof;

8 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) (h) if any inconsistency exists between the annexures to this Agreement and a clause in the document, the provisions of the clause shall prevail to the extent of any inconsistency; and (i) a reference to any party in this Agreement or any other document or arrangement includes that party’s substitutes, successors and permitted assigns. 3. DURATION OF AGREEMENT (a) This Agreement (other than this clause) is conditional on it being approved under section 15 of the Water Resources Act 1989 . The Seller shall use its best endeavours to obtain the approval under section 15 of that Act, by 30 June, 1996 and the Buyers shall provide the Seller with all assistance in that regard reasonably required of them; (b) Assuming this Agreement is approved under section 15 of the WaterResourcesAct1989 , AND provided that the conditions precedent for the first drawdown to occur under the credit agreement between the Buyers and the Buyers’ initial Financiers are satisfied or waived (excluding those conditions which require the satisfaction of all the conditions precedent to the coming into force of this Agreement), this Agreement WILL COMMENCE on 1 July 1998 and, subject to paragraph (d) of this clause, will continue for a term of twenty (20) years from that date, unless sooner terminated under the terms of this Agreement; (c) The Buyers must notify the Seller in writing when they become aware that the conditions precedent for the first drawdown to occur under the credit agreement between the Buyers and the Buyers’ initial Financiers are satisfied or waived (excluding those conditions which require the satisfaction of all the conditions precedent or the coming into force of this Agreement); (d) If the Buyers at all times during the Term strictly observe and perform their obligations under this Agreement and the Buyers give the Seller a notice of their intention to renew the Agreement

9 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) not less than three (3) months before the expiration of the Term, the Buyers will have the right to have this Agreement renewed for a further term of up to ten (10) years. This further term will commence on the day after the expiration of the Term and the renewed agreement will have the same terms and conditions as contained in this Agreement (except for the provisions of this entire clause which will be omitted). 4. ALLOCATION OF SUPPLY AND QUALITY OF WATER (a) The Buyers must provide the Seller with a written program detailing the Buyers’ Water requirements for each forthcoming Water Year; (b) The program required under clause 4(a) must be received by the Seller before the first day of May prior to the forthcoming Water Year; (c) Subject to clauses 9 and 13 of the Agreement and section 15 of the Water Resources Act 1989 , the Seller will deliver a constant supply of Water to the Terminal Control Valve in accordance with the program provided by the Buyers under clause 4(a); (d) Subject to clause 4(e), the Buyers must not operate the Terminal Control Valve to take more than the Maximum Daily Allocation in any one day; (e) The Buyers must not operate the Terminal Control Valve to take more than the Annual Announced Allocation in any one Water Year; (f) The Seller does not guarantee the quality or fitness of the Water taken from the Water Supply System by the Buyers. Nevertheless, the Seller guarantees that it will not, by its own act or omission, contaminate, pollute or otherwise add any foreign matter to the Water supplied to the Buyers; (g) If Water taken from the Water Supply System by the Buyers requires treatment, then that treatment will be the sole

10 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) responsibility of the Buyers. 5. OWNERSHIP, OPERATION AND MAINTENANCE (a) Eungella Dam and the Water Supply System are, and remain, the property of the Seller and, subject to clause 8, will be operated and maintained at the Seller’s expense; (b) The Terminal Control Valve and all equipment downstream of the Terminal Control Valve are, and remain, the property of the Buyers and will be operated and maintained at the Buyers’ expense. 6. WATER VOLUME MEASUREMENT (a) The Seller will provide and install the Meter, and keep it in good repair and renew it as necessary. The Seller will do so at its own expense; (b) The register of the Meter will be prima facie evidence of the volume of Water taken by the Buyers from the Seller; (c) Where there is a dispute between the Seller and the Buyers as to the sufficiency, accuracy or state of repair or condition of the Meter, the dispute will be settled in accordance with clause 11; (d) If at any time the Meter ceases to register correctly or is removed to be repaired or replaced or is removed for any other reason, then until the Meter is replaced or begins to register correctly, the volume of Water taken by the Buyers from the Seller will be determined by the Seller in consultation with the Buyers; (e) Despite clause 12 of this Agreement, persons authorised by the Seller may, at any reasonable time, enter the premises of the Buyers to read the Meter, provided that, when the Seller does so, the Seller complies with the Buyers’ relevant health, safety and security policies; (f) The Meter will be calibrated in the first month of each Water Year

11 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) by the Seller or at any other time as agreed to by the parties. 7. VARIATION OF ALLOCATION (a) Before the beginning of each Water Year, the Seller must issue a written notice notifying the Buyers of their Annual Announced Allocation for the upcoming Water Year; (b) If necessary (during, or in anticipation of, times of Water shortage or restriction), the Seller, in accordance with section 15 of the WaterResourcesAct1989 , may issue a direction to the Buyers determining and regulating— (i) priorities with respect to all the customers entitled to the supply of Water from Eungella Dam and the Water Supply System; and/or (ii) the quantities of Water to be supplied to all the customers entitled to the supply of Water from Eungella Dam and the Water Supply System. In determining and regulating those priorities and quantities, the Seller shall not discriminate against the Buyers and will treat them on the same proportional footing as other urban and industrial customers. (c) The direction issued under clause 7(b) may take the form of a Water Priority Code. The current Water Priority Code is attached to this Agreement (Annexure A); (d) If the Buyers wish to have the Maximum Daily Allocation and/or the Annual Nominal Allocation increased, they must apply in writing to the Seller seeking the Seller’s written consent to the increase, which consent shall not be unreasonably withheld or delayed. The varied allocation will then apply for the remainder of the Term unless it is otherwise varied in accordance with the terms of this Agreement. Irrespective of the price set out in clause 8, the price for the increased allocation will be as determined by the parties at the time when the Buyers apply for the increase.

12 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) However, if the parties fail to agree on the price for the increased allocation, then the dispute will be resolved in accordance with clause 11; (e) If the Buyers wish to have the Maximum Daily Allocation and/or the Annual Nominal Allocation decreased, they must apply in writing to the Seller seeking the Seller’s written consent to the decrease, which consent shall not be unreasonably withheld or delayed. The varied allocation will then apply for the remainder of the Term unless it is otherwise varied in accordance with the terms of this Agreement. However, for the first three (3) full years of operation of the decreased allocation, the Buyers will continue to pay the Seller on the basis of the pre-decreased allocation, after which time, the Buyers’ liability to pay the Seller will become based on the decreased allocation. 8. PAYMENT (a) In consideration of the Seller supplying Water to the Buyers (and subject to this Agreement and, in particular, clause 7), the Buyers agree to pay the Seller, within 21 days of the date of invoice issued by the Seller— (i) for the current Quarter - the Allocation Charge for each ML determined by the Seller to be used by the Buyers in the current Quarter by dividing the Annual Nominal Allocation for the particular Water Year by 4; and (ii) for the preceding Quarter - the Buyers’ Consumption Charge; (b) For the purposes of clause 8(a)(ii), the Seller will provide the Buyers with a written notice providing an estimate of the Buyers’ Consumption Charge for each Water Year. The Seller will send this notice to the Buyers within the first 2 months of each Water Year, or, for the First Period of the Agreement, within the first 2 months of the date of commencement of the Agreement. The Seller’s invoices for that Water Year will then be based on that

13 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) estimated figure, except that the last invoice for that Water Year (or the last invoice for the First Period of the Agreement) will be adjusted to take account of any variation between the actual costs incurred by the Seller in relation to the Buyers’ proportionate share of the routine operation and maintenance costs for Eungella Dam and the Water Supply System and the estimated figure. The Seller will reasonably endeavour to keep the routine operation and maintenance costs for Eungella Dam and the Water Supply System to a minimum; (c) The Buyers can only take Water in excess of the Annual Announced Allocation if they have obtained prior written consent to do so from the Seller (which shall not be unreasonably withheld). If the Buyers exceed the Annual Announced Allocation, they must pay the Seller, within 21 days of the date of invoice, twice the current Allocation Charge for each ML in excess of the Annual Announced Allocation; d) The Allocation Charge shall be increased on each anniversary of the commencement of the Term by the amount, X, as calculated by the following formula— X= A- 2 B; where— A= B x C; D B is the Allocation Charge for the Water Year last concluded; C is the CPI for the Water Year last concluded; and D is the CPI for the Water Year immediately preceding the Water Year last concluded. If the effect of the calculation would be to reduce the Allocation Charge, the Allocation Charge will remain at the current amount.

14 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) 9. RESTRICTION OF SUPPLY FOR THE PURPOSES OF CARRYING OUT MAINTENANCE WORK (a) The Seller may effect a Restriction of Supply when it is reasonably necessary for the purpose of carrying out maintenance work on the Water Supply System PROVIDED THAT the Seller shall give to the Buyers as much prior written notice as possible and except in cases of emergency, the Seller shall take all reasonable steps to carry out such maintenance work at a time suitable to the Buyers when there is least demand for Water and PROVIDED FURTHER THAT the Seller shall take all reasonable action to minimise the extent and duration of the Restriction of Supply; (b) Subject to the Seller complying with clause 9 (a), the Seller shall not be responsible to the Buyers for any liability, actions, proceedings, claims, demands, costs, losses, damages or expenses (including legal costs), which may be brought against or made by any person on the Buyers for or in respect of personal injury to or the death of any person or loss of or damage to any property or economic loss, from any Restriction of Supply, in accordance with clause 9(a); (c) If the Buyers reasonably form the opinion that any Restriction of Supply will last for more than 7 days, the Buyers may require the Seller to discuss with the Buyers the Seller’s plans for the restoration of the supply of Water to Collinsville Power Station. If the Buyers further reasonably form the opinion that the Seller’s plans will not restore the supply of Water in the minimum practical time, or if the Seller, having commenced work to restore the supply of Water, fails to make reasonable progress, the Buyers may carry out any work that is necessary (however, any work carried out by the Buyers must be in accordance with the general standard which is acceptable to the Seller). The Buyers’ reasonable expenses in carrying out this work (excluding costs for carrying out works of a capital nature) will be refunded by the Seller within 21 days of written demand for it from the Buyers. Any such routine operation

15 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) and maintenance expense (as classified in accordance with Generally Accepted Accounting Principles in Australia) refunded will form part of the Seller’s operation and maintenance costs for the purposes of this Agreement. 10. OPERATION BY BUYERS The Buyers may operate the Water Supply System only in the following circumstances— (a) when power is restored to the Water Supply System after load shedding or after power outages caused by storms; (b) when required or authorised by the Seller’s officer at Ayr, or (c) in an emergency situation (where the Seller is not able to provide an appropriate response in an appropriate time frame), PROVIDED THAT operation of the remote control switch shall be at the sole discretion of the Buyers’ shift manager on duty at the time, and only after taking all reasonable steps to ensure that all persons are clear of any items of equipment comprising the Water Supply System that may cause injury, and PROVIDED FURTHER THAT the Buyers’ shift manager notifies the Seller’s officer at Ayr as soon as possible of any action taken. 11. DISPUTES RESOLUTION (a) If the parties have failed to resolve a dispute within 7 days of the notification of the dispute by one party to the other, the dispute is to be referred to the chief executive officers of the Seller and each of the Buyers, to resolve the dispute; (b) If the chief executive officers have failed to resolve a dispute within 7 days either party may serve a notice on the other pursuant to this clause 11 requiring the parties within 14 days of the date of the notice to refer the matter to alternative dispute resolution and, in the absence of agreement to the appropriate methodology, the dispute shall be referred to mediation, which

16 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) shall be conducted in accordance with the rules of the Australian Commercial Disputes Centre Limited. The place of such mediation shall be Brisbane. The costs of the alternative method of dispute resolution will be borne equally by the Parties; (c) The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this clause 11 is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process established by this clause 11 for any purpose other than to settle a dispute between the parties; (d) A party's failure to provide information relevant to the dispute in a timely fashion will not prejudice the other party's right to have a decision rendered; (e) If either party is dissatisfied with the mediation, save where it has previously and expressly consented to be bound by the terms of the mediation, it may refer the matter to arbitration. Where a dispute is referred to arbitration, the arbitrator— (i) shall conduct proceedings in private and in accordance with the Rules for the Conduct of Commercial Arbitrations issued by the Institute of Arbitrators in Australia; (ii) may consult with such experts as the arbitrator deems appropriate in the circumstances to resolve the dispute. 12. ACCESS BY THE SELLER Upon reasonable prior written notice (but forthwith in the case of an emergency), the Seller shall be given appropriate access to the Buyers’ property as may be necessary for the operation, inspection, maintenance and management of the Water Supply System.

17 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) 13. FORCE MAJEURE (a) “Force Majeure” means any event or circumstance or combination of events and circumstances which is beyond the control of the party affected thereby (the “Affected Party”) and which causes or results in a default or delay in the performance by the Affected Party of any of its obligations under this Agreement, where such default or delay, and the occurrence and the effects of such event or circumstances could not have been prevented, overcome or remedied by the exercise by the Affected Party of a standard of foresight, care and diligence consistent with that of a prudent and competent person under the circumstances including but not limited to the expenditure of reasonable sums of money, including— (i) fire, lightning, explosion, flood, earthquake, cyclone, drought, action of the elements, riots, civil commotion, malicious damage, natural disaster, sabotage, act of public enemy, act of God, war (declared or undeclared), blockade, revolution, radioactive contamination, toxic or dangerous chemical contamination, or force of nature; (ii) action or inaction by a court, government or authority (including denial, refusal, failure to grant or revocation of any licence or permit despite timely best endeavours by the party to obtain and maintain them other than where such denial, refusal, failure to grant or revocation is due to a breach of the terms of any licence or permit or requirement of any court, government or authority); (iii) strikes, lockouts, industrial and/or labour disputes and/or difficulties, blockades or picketing; (iv) mechanical or electrical breakdown and failure of equipment provided that such breakdown or failure has been caused by any one or more of the events set out in clause (i) or (ii) of this clause 13; and (v) failure of suppliers to supply goods, services or utilities

18 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) (including failure to supply or transport fuel, water or electricity) despite the expenditure of reasonable sums of money by the Affected Party to secure alternative sources, provided that any such failure must only constitute Force Majeure if such failure results from an event of force majeure as contemplated herein which affects the entity responsible for supplying the goods or services. Force Majeure does not include strikes, lockouts, industrial difficulties, work bans, blockades, picketing or similar action involving only employees of either party where the strikes, lockouts, etc are solely restricted, in the case of the Buyers, to the operations of Collinsville Power Station, and, in the case of the Seller, Eungella Dam or the Water Supply System or both. (b) If, due to circumstances contemplated in this clause 13, at any time the supply of Water from Eungella Dam or the capacity of the Water Supply System is insufficient in the reasonable opinion of the Seller, acting in accordance with Seller’s statutory functions and duties, to provide quantities to which all persons having a lawful and proper claim thereto would be respectively entitled, or whenever in the reasonable opinion of the Seller that by reason of an actual or approaching insufficiency in the supply of Water it would be expedient to lessen the volume of Water to which the various consumers are entitled to be supplied from the Water Supply System, the Seller may from time to time make orders regulating the order of priority in which and the quantities with which the various consumers shall be supplied. The Seller shall make such orders in accordance with the Water Priority Code, and the Seller shall not on that account incur any liability provided that before taking any action under this clause, the Seller shall, whenever reasonably practical, give the Buyers reasonable notice of the Seller’s intention in that regard; (c) Unless separately provided for in clause 13(b), if by reason of Force Majeure either party is wholly or partially unable to carry

19 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) out its obligations under this agreement (other than any obligations to pay any moneys) the Affected Party shall give to the other party prompt written notice of the Force Majeure event once it becomes aware of such event and the obligations affected together with full particulars of all relevant matters including— (i) details of the Force Majeure event including the date and time upon which the effects of the Force Majeure event commenced; (ii) details of the obligations affected; (iii) details of the action that the Affected Party has taken to overcome the effects of the Force Majeure event and details of the action that the Affected Party proposes to take to overcome the effects of the Force Majeure event; (iv) an estimate of the time during which the Affected Party will be unable to carry out its obligations under this Agreement due to the Force Majeure; (v) an estimate of the costs that will need to be incurred in order to overcome the effects of the Force Majeure event; and (vi) details of all insurance moneys which the Affected Party will be able to rely upon in making good damage caused by the Force Majeure event. (d) Upon the notice pursuant to clause 13(c) being given, the Affected Party shall be obliged to provide the other party with all relevant further information pertaining to the claimed Force Majeure event; (e) The obligations of the Affected Party under this agreement, other than any obligation to pay money and the obligations under this clause 13, will be suspended but only to the extent and for so long as the period that the obligations are genuinely affected by the Force Majeure event; (f) Subject to clause 13(h), a party that has issued a notice pursuant to clause 13(c) shall not be deemed to be in default under this

20 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) Agreement in so far as failure or delay in the observance or performance of any of the terms of this agreement, other than this clause 13, by that party are caused by the Force Majeure event specified in the notice; (g) Subject to clause 16(c), the Affected Party must use its best endeavours to expeditiously overcome the effects of the Force Majeure event promptly including making reasonable expenditures of funds subject always to the provisions of the relevant insurances, including, where the Force Majeure event has resulted in damage to Eungella Dam or the Water Supply System or any associated structures or equipment, reconstructing, rectifying or replacing Eungella Dam or the Water Supply System and the associated structures and equipment to the extent necessary to enable the Buyers, subject to this clause 13, to take the Maximum Daily Allocation from the Water Supply System; (h) The period of Force Majeure will end when the party that issued the notice under clause 13(c) issues a further notice (which it must do as soon as reasonably possible) to the effect that it is able to recommence fulfilment of all of its obligations the subject of the said notice. 14. INSURANCE The Seller will take out and maintain an insurance policy for full reinstatement cost of Eungella Dam and the Water Supply System (subject to any reasonable excess or deductible), against all usual risks against which it is commercially prudent to insure and against which insurance is available at reasonable cost. 15. ASSIGNMENT (a) The Seller shall not sell, transfer, assign, mortgage, charge or otherwise alienate or encumber the Seller’s interest in this Agreement save for statutory succession or by agreement with

21 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) the Buyers (which agreement must not be unreasonably withheld or delayed); (b) Except pursuant to— (i) the exercise by the Financiers of their rights under the Financier Securities; or (ii) the exercise by QTSC of its rights under the QTSC Securities, neither the Buyers nor any of the Buyers’ encumbrancers shall sell, transfer, assign, mortgage, charge or otherwise alienate or encumber their interests in this Agreement without the prior written consent of the Seller (which consent shall not be unreasonably withheld or delayed). The Seller’s consent shall not be required to permit the Buyers to sell, transfer, assign, mortgage, charge or otherwise alienate or encumber their interests in this Agreement in conjunction with an analogous transaction in respect of their interest in the property supplied with Water from the Water Supply System or the improvements thereon. 16. TERMINATION OF AGREEMENT (a) If the Buyers shall at any time fail or neglect to pay to the Seller, for more than 30 days after the due date herein prescribed, any sum of money in excess of $100,000 payable hereunder, or shall fail or neglect to perform and observe any of the material conditions, terms or provisions of this Agreement, then in any such case in addition and without prejudice to any other remedy which may accrue or may have accrued to the Seller and notwithstanding the Seller may have waived or otherwise refused or neglected to take advantage of any previous breach or breaches of a like nature, the Seller may serve a notice of default to the Buyers (and to the Financiers, if any, as previously notified in writing to the Seller) and if the Buyers have failed, within 90 days, to remedy or cure such default or otherwise compensate the

22 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) Seller for such default then the Seller may terminate this Agreement; (b) The Buyers can only terminate this Agreement if the PPA is terminated. The Buyers must provide the Seller with six (6) months notice in writing of their intention to terminate this Agreement. The Buyers must make all payments required in accordance with clause 8 up to and including the date of termination; (c) If any single Force Majeure event lasts for more than 6 months or if the sum total of two or more Force Majeure events exceeds 2 years, then either party, by written notice to the other party, may terminate this Agreement without further obligation, provided the party seeking to have this Agreement terminated has been duly diligent in its efforts to overcome the effects of the Force Majeure; (d) Termination of this Agreement shall not prejudice the then accrued rights and liabilities of either party. 17. SEVERABILITY If the whole or any part of any clause of this Agreement proves to be illegal or unenforceable it may be severed from this Agreement and in such case shall not affect the continued operation of the remaining provisions of this Agreement. 18. NOTICES Every notice or other communication of any nature required to be served given or made under or arising from this agreement must be given in writing in order to be valid and must be deemed to have been duly served, given or made in relation to a party if it is— (i) delivered to the address of that party set out herein (or at such other address as may be notified in writing by that party to the

23 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) other party from time to time); or (ii) posted by security post to such address; or (iii) sent by facsimile to the machine situated at such address. Any notice required or permitted to be given under this agreement must— (i) if properly served, be deemed to be delivered on the date of delivery if delivered by hand or by facsimile, and on the third business day after posting in the case of notices given by security post; and (ii) (in the case of the Seller) be sent or delivered to: DPI Office Giddy Road, Ayr 4807 Attention: Regional Manager (DPI Water Commercial) (iii) and in the case of the Buyers be sent or delivered to— (a) Attention: Managing Director Transfield Collinsville Pty Limited ACN 058 436 847 12th Floor, 100 Arthur Street NORTH SYDNEY NSW 2060 OR FACSIMILE NO: 02 9929 7187 (b) Attention: Managing Director NRGenerating Holdings (No. 1) B.V. ARBN 070 968 606 Level 37, 123 Eagle Street BRISBANE QLD 4000 OR FACSIMILE NO: 07 3839 3008

24 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) 19. INDEMNITY The Buyers— (i) indemnify and save harmless; and (ii) release and discharge, the Seller from and against all actions, proceedings, claims, demands, costs, losses, damages and expenses (including legal costs) which may be brought against or made by any person on the Seller for or in respect of personal injury to or the death of any person or loss of or damage to any property or any other loss including economic loss for which the Seller may pay, sustain or be put to by reason of, in consequence of or in connection with— (a) the Seller restricting supply under clause 9; (b) the Buyers carrying out the work under clause 9(c); or (c) the Buyers operating the Water Supply System under clause 10 of this Agreement. 20. GOVERNING LAW This Agreement will be governed by and construed according to the law of the State of Queensland, and the parties hereby agree to submit to the jurisdiction of the Courts of the State of Queensland. 21. SEVERAL LIABILITY OF BUYERS The liability of the Buyers shall be several only, in the proportions in which, from time to time, they own Collinsville Power Station, being at the date of this Agreement 50:50.

25 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) IN WITNESS WHEREOF the parties, intending to be legally bound, have caused their seals to be affixed to this Agreement as of the day and year first above written. THE OFFICIAL SEAL OF THE ) PRIMARY INDUSTRIES CORPORATION ) WAS HERETO AFFIXED BY Allwynne Hume ) [Seal and signature WHO CERTIFIES THAT THEY ARE THE ) omitted] PROPER PERSON TO AFFIX THE SEAL ) IN THE PRESENCE OF: ) [Signature omitted] WITNESS EUGENE JOHN SHANNON TRANSFIELD COLLINSVILLE PTY LIMITED ) ACN 058 436 847 BY ITS ATTORNEY ) [Signature omitted] ROGER BOOTHROYD ) THE PRESENCE OF: [Signature omitted] WITNESS PETER WILLIAM MACHIN SOLICITOR

26 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) NRGENERATING HOLDINGS (No.1) B.V. ARBN 070 968 606 BY ITS ATTORNEY RODNEY JAMES CAMERON PRESENCE OF: ) ) ) [Signature omitted] ) [Signature omitted] WITNESS PETER WILLIAM MACHIN SOLICITOR

27 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) ANNEXURE A - WATER PRIORITY CODE EUNGELLA DAM, BOWEN RIVER WEIR AND THE BOWEN RIVER DOWNSTREAM TO THE BURDEKIN RIVER JUNCTION Definitions Water Supply System —Includes Eungella Dam, Bowen River Weir and the Bowen River downstream to the junction of the Burdekin River. Total Allocatable Yield —That volume of water able to be allocated to customers as nominal allocation at a specified reliability of supply as determined by DPI Water Commercial. Nominal Allocation —The holding of a Nominal Allocation entitles a customer to that portion of the total allocatable yield available within the water supply system. Announced Allocation —Announced Allocation represents the volume of water that a customer is entitled to use during the water year based upon the assessed available water in storage. Announced Allocation is expressed as a percentage of the customer’s Nominal Allocation. Allocation Table Storage Eungella Dam Draft (ML) 25 020 8 390 Purpose Industrial Future Development Bowen River 4 890 8 990 Irrigation Urban & Industrial** Total 47 290 ** Includes 2 500 ML allocated to Collinsville Power Station. The water supply system has been modelled using the drafts shown in the above allocation table. The model is a computer based hydrologic model which uses recorded historic gauging station data and simulated time series

28 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) for the period 1913 - 1994. This equates to an historic no failure yield of 47 740 ML/annum. The modelling of this system is subject to review, additional allocations will not occur until the modelling is complete, and the rights of existing customers have been fully documented and agreed to by all parties. Further to this, any additional allocations will be on terms that provide no less favourable conditions of supply and reliability to existing customers. Restriction of Supply Where there is insufficient stored volumes available to meet all nominal allocations within the system for the coming water year, DPI Water Commercial will declare an Announced Allocation percentage which will apply equally to all holders of industrial or urban nominal allocation. Holders of nominal allocation for irrigation purposes will take a lower priority of supply during times of restriction. The determination of the Announced Allocation percentage will be done in full consultation with all customers.

29 Water Resources (Transfield Collinsville Pty Ltd and NRGenerating Holdings (No. 1) B.V.) Agreement Approval No. 58, 1996 SCHEDULE (continued) ANNEXURE B - SYSTEM LAYOUT PLAN Bowen River High Lift Pump Station Intermediate Storage Reservoir Low Lift Pump Station Bowen River Weir COLLINSVILLE Pelican Creek Booster Pump Station Collinsville Pumps Newlands Pumps Newlands Pipeline Power Station Terminal Storage Reservoir COLLINSVILLE PIPELINE - SCHEMATIC LAYOUT PLAN ENDNOTES 1. Made by the Governor in Council on 28 March 1996. 2. Notified in the gazette on 29 March 1996. 3. Laid before the Legislative Assembly on . . . 4. The administering agency is the Department of Natural Resources. © State of Queensland 1996