waubra ~ wind power pty lease

8/7/2019 Waubra ~ Wind power pty Lease

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"LaQdlord"

W IND POWER PTY LTDACN 097 047 268

"Tenant"

LEASE

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LEASE

TABLE OF CONTENTS

Clause Page

1. DEFINITIONS AND lNTERPRETATION 1

.Definitions 1Covenants to Bind Parties Jointly or Severally 3Persons, Corporations etc 3

Periods Less than 12 Months 3Determination 3Acts to include all Re-Enactments 3Invalid Conditi.ons Void : 3Index, ,Marginal Notes etc 3Schedules, Annexures Included in Lease 4

2. DEMISE 4

3 . RENT , 4

-: ~4. COSTS AND CHARGES 4

5 .

6 .

7 .

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10.

11.

12.

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GST 5

INSURANCE ; 6

Policies 6Tenant's Insurance 6Payment and Production of Insurance Policies 6Effect on the Landlord's Insurance 6

INDEMNITY AND RELEASE 7

Indemnities 7Release 7

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USE 7

TENANT'S OBLIGATIONS 7

ASSIGNMENT ·8

. Change in Ownership of Shares in Company 8Charges Over Tenant's Fittings 8

LANDLORD'S COVENANTS 9

Quiet Enjo:yment 9Positive Obligation 9No Warranty as to Use 9

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EXPIRY OR TERMINATION 9

Tenant to Vacate 9Removal of Tenant's Property 9

HOLDING OVER 9



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TABLE OF CONTENTS (continued)

17.

18.

19.

20.

Clause Page

14. ABANDONMENT OF PREMISES 10

15. DEFAULT 10

Landlord's Right to Terminate 10.Damaqesfor.Breach.i. .••" ••~~ •.•~.• H.~~ ~ ~••••• ~ 12

COSTS 1316.

NOTICES •..•.....• ~ ~ 13

FURTHER TERMS 13

Renewal 13Terms ·of Renewal 14

TENANTIS RIGHT TO LODGE CAVEAT 14

MISCELLANEOUS 14

Waiver 14Registration 14Interest on Overdue ;Money 14Whole Agreement 15Prior Representations 15

SCHEDULE 1 16

ANNEXURE A

Premises Plan



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AND

THIS LEASE is made the

BETWEEN ["Landlord"

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WIND POWER PTY LTDACN

097 047 268 of Level 20, 385 BourkeStreet, Melbourne, Victoria"Tenant"

ON THE BASIS THAT:

A. The Landlord is the registered proprietor of the Land upon which the Premises islocated.

B . The Landlord has at the request of the Tenant agreed to grant to the Tenant and theTenant has agreed to take a lease of the Premises for the Term at the rental andsubject to the covenants and conditions contained in this Lease.

AND THE PARTIES AGREE THAT;

1.

1.1 Definitions

DEFIN IT IONS AND INTERPRETATION

Accessways

Authority

Business Day

CommencementDate

Corporations Act

Electrical Plant

means any vehicular and other accessways over the Landcoloured white on the plan annexed to this Lease asAnnexure A

means the local govemment municipality having jurisdictionover the Premises and the Land or any part of it

means any day that is not a Saturday or Sunday on whichbanks are open for general banking business in Melbourne

means the date specified in Item 5 of Schedule 1

means the Corporations (Victoria) Act 1990 and includeswhere applicable a separate reference to the CorporationsLaw of each State or Territory other than Victoria

means any electrical plant required to render the output ofthe Wind Turbine Generators suitable to the high voltagetransmission system of the relevant electricity distribution ortransmission company or other owner of like system

Expiry Date means the date specified in Item 6 of Schedule 1

Further Terms means the further terms specified in Item 10 of Schedule 1

Holding Company means a holding company as that term is defined in theCorporations Act

IFS InvestmentVehicle

means any investment vehicle established by IndustryFunds Services Pty Ltd ABN 54 007 016 195



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Land

Landlord

Lease Year

Permitted Use

Premises

Premises Plan

Rates

Rent, Rental andrental

Rent

CommencementDate

Tenant

Tenant's Fittings

Term and term

2

(a) means the land comprised in Certificate of TitleVolume [ ] Folio [ ] and

[ JFolio [ land known as[

means the person named in Item 2 of Schedule 1 andincludes the Landlord's successors and assigns and, where·the context permits, its servants and agents

means each period of 12 months starting on theCommencement Date and includes any portion of the Term,not being a full Lease Year, from the end of a Lease Yearuntil the end of the Term

means the use specified in Item 9 of Schedule 1

means the Premises described in Item 1 of Schedule 1

and as shown by the red crosses on the plan annexed tothis Lease as Annexure A

means the plan annexed in Annexure A

means all municipal/council rates that may be chargedupon or in respect of the Premises and/or the L and by anyrelevant Authority

means the Rent stated in Item 7 of Schedule 1

subject to Clause 3.4. means the date which is the earlier

of

(a) 12 months from the Tenant taking possession ofthe Premises to commence construction of theWind Turbine Generators; and

(b) the date upon which the Wind Turbine Generatorsbecome commercially operational and incomegenerated by the Wind Turbine Generators beginsto flow to the Tenant

Includes theperson or persons described .m.ltem 3 ofSchedule 1 and his executors, administrators or (being acorporation) its successors in title, and where applicablethose claiming through or under them respectively

means any items of plant and equipment (including theWind Turbine Generators and the Electrical Plant) installedon the Premises by the Tenant

means the period of time specified in Item 4 of Schedule 1



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1.5

1.6

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1.8

3

Wind TurbineGenerators

means electrical generators rotated by the movement ofwind over rotor blades

1.2 Covenants to Bind Parties Jointly or Severally

When two or more Tenants are parties to this Lease the covenants agreementsconditions and stipulations on their partcontalnedln this Lease refer to and bind.them and any two or greater number of them jointly and each of them severally.

1.3 Persons, Corporations etc.

Any reference to a person includes a corporation and words importing the singularnumber include the plural and words importing the masculine gender include thefeminine and neuter genders and vice versa respectively.

Periods Less than 12 Months

For any period of less than 12 calendar months any payments to be made by theTenant in respect of a whole period of 12 months will (unless otherwise specificallyprovided to the contrary) be calculated on a pro rata basis being the ratio which thenumber of days in the relevant period bears to 365.

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Determination

Any reference to the determination of this Lease will be deemed to mean that thisLease will absolutely cease and determine as and from the date of suchdetermination but without prejudice to any right of action or remedy of the Landlordor the Tenant in respect of any antecedent breach or default in respect of any of thecovenants agreements conditions and stipulations contained in this Lease or 'impliedon the part of the Tenant or the Landlord to observe perform or keep or any otherright of action or remedy of either party acquired prior to the termination.

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Acts to include all Re-Enactments

A reference to any Act of Parliament Statute Regulation or Rule or to any partsection sub-section regulation sub-regulation rule or sub-rule of any such Act StatuteRegulation or Rule includes a reference to the corresponding provisions of anystatutory modification or re-enactment of such Act Statute Regulation Rule partsection sub-sectlon regulation sub-regulation rule or sub-rule.

Invalid Conditions Void

AI! covenants agreements conditions and stipulations contained in this Lease willbeso construed as not to infringe the provisions of any Act of Parliament whether Stateor Federal but if any such covenant agreement condition or stipulation on its trueinterpretation does infringe any such provision the same will be deemed to be voidand severable,

Index, Marginal Notes etc,

Any index marginal notes and clause headings are for convenience only and will notaffect the construction or interpretation of this Lease.



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3.3

3.4

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1.9 Schedules, Annexures Included in Lease

This Lease includes the Schedule any Annexures and any plans and specificationsannexed to the Lease or incorporated by reference in this Lease and embodies theentire understanding and the whole agreement between the parties relative to thesubject matter and all previous negotiations representations warranties agreementsand statements (if any) whether express or implied with reference to the subjectrnatterot this Lease or the intentions of ,either~of the parties are merged in thisLease and otherwise are excluded and cancelled.

2 . DEMISE

2.1 The Landlord grants to the Tenant:

(a)

(b)

a lease of the Premises; and

the right to enter the Land only on Accessways set out on the Premises

Plan to permit the exercise of the Tenant's rights and obligations under thisLease,

for the Tenn subject to the provisions contained in this Lease .

3 . RENT

3.1 Subject to Clause 3.4, from the Rent Commencement Date, the Tenant must paythe Rent without demand on the first day of each quarter by equal quarterlyinstalments in advance without deduction, set-off or counterclaim as the Landlorddirects. If necessary, the first and last instalments will be apportioned on a dailybasis.

For the avoidance of doubt, the Tenant is not liable to pay any Rent prior to the RentCommencement Date.

On each anniversary of the Commencement Date ("Review Dates"), the Rentpayable as and from the Review Dates will be the Rent payable immediately beforethe relevant Review Date increased by the percentage increase in the ConsumerPrice Index (All Groups) issued by the Australian Statistician between the date theindex was last issued prior to the Review Date and the date which is one year earlierthan that date.

Upon giving the Landlord at least 60 days notice, the Tenant may extend the RentCommencement Date for a period of up to

(a) 90 days; or

(b) if Clause 15.3 applies, for a period of up to 180 days.

COSTS AND CHARGES

The Tenant must pay directly to the assessing authority all charges for electricity,gas, water or other public utility charge which may be charged in respect of theconsumption of those utilities in or about the Premises by the due date for thepayment of those charges.



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4.2 The Tenant must, if required by the Landlord, or by an authority supplying a service,permit and pay the cost of installation of meters to measure the service supplied tothe Premises.

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4.3 Any cables, wires, pipes or other equipment (UEquipment") requir:ed to supply

electricity to the Premises or any equipment erected or installed on the Premisesmust be laid underground and in accordance with the Landlord's requirements. The

"Tenant must pay the costs . of the installation of-the Equipment· Upon expiry ortermination of this Lease, the Tenant must at its cost remove the Equipment andmake good any damage caused to the Land or the F?remises by the removal.

4.4 The Tenant must throughout the Term promptly pay to the Landlord additional Ratesor any increases in Rates which may at any time become payable as a result of theWind Turbine Generators being situated on Premises provided that the Landlordmust first provide the Tenant with reasonably satisfactory evidence that theadditional Rates or increases in Rates are attributable to the Wind TurbineGenerators being situated on Premises.

5. GST

5.1 In this Clause 5:

(a) "GST Act" means the A New Tax System (Goods and ServIces Tax) Act1999; and

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(b )

(c)

"GST Law" has the meaning given in the ·GST Act; and

words in bold italics have the meanings gIven in the GST Law.

5 . 2 The Rent and other amounts payable or to be provided by the Tenant under this

Lease for any taxable supply represents the value of the taxable supply.

If the Landlord makes a taxable supply to the Tenant under this Lease the Tenantmust, 'in addition to paying or providing the amount which represents its value, payto the Landlord at the same time as paying or providing the amount an additionalamount equal to the amount of any GST payable by the Landlord in respect of thetaxable supply.

5 . 3

5.4 Where the Tenant is required to payor reimburse the Landlord for the amount paidor payable 'by the Landlord for taxable supplies acquired by the Landlord for whichthe Landlord is entitled to claim an input tax credit, the amount required to be paidor reimbursed by the Tenant is the value of the acquisition by the Landlord, plus, if:

(a)(b)

the Landlord's recovery of payment or reimbursement from the Tenant; or

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the supply by the Landlord to the Tenant of the thing acquired by theLandlord for which the payment or reimbursement is to be made by theTenant,

(or both) is a taxable supply, any amount ofGST payable by the Landlord inrespect of that taxable supply.



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6.1

6.2

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6.4

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6 . !NSURANCE

Policies

The Tenant must maintain with an insurer approved by the Landlord insurance

policies for the Premises in relation to public risk for any single accident or event forthe amount specified in Item 8 of Schedule 1. The policy must indemnify thelandlord and the Tenant against claims arising from the use or occupation ofthePremises by the Tenant, its employees, agents, invitees, licensees and contractorsor any. act, omission or default by the Tenant, its employees, agents, invitees,licensees and contractors.

Tenant's Insurance

The Tenant must ensure that any policy of insurance effected or required to beeffected by the Tenant under this Clause 6:

(a) is taken out with an insurer approved by the Landlord;

(b ) is for an amount and covers risks and contains conditions which areacceptable to the Landlord and its insurer;

(c) have no exclusions, endorsements or alterations unless first approved bythe Landlord; and

(d) are taken out in the joint names of the Landlord and the Tenant for theirrespective rights and interests.

Payment and Production of Insurance Policies

The Tenant will promptly pay all premiums and other money payable in respect of its

insurances. If requested by the Landlord, the Tenant must produce policies ofinsurance which the Tenant is required to effect under this Clause 6 and the receiptfor the latest premium payable.

Effect on the Landlord's Insurance

(a ) Without -the Landlord's prior consent, the Tenant will not do or omit to doanything to or upon the Premises or the Land which may:

(I) increase the rate of any insurance on the Premises, the Land orany property in them;

(ii) vitiate or render void or voidable any insurance on the Premises,

the Land or any property in the Premises; or

(b )

conflict with any law, the requirements of the Landlord's insurerrelating to fire, fire safety or fire prevention or any insurance policyin respect of the Premises, the Land or any property in them.

The Tenant must pay to the Landlord all extra insurance costs on thePremises and the Land on account of the extra risk caused by the Tenant'suse or occupation of the Premises.

(iii)

(c ) The Landlord's acceptance of any extra insurance costs will not constitute awaiver of any breach of this Clause 6.4 by the Tenant.



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6.5 'Usual Insurance Policy

Notwithstanding anything contained in this Clause 6 or the Lease, the Landlordagrees that It must not withhold its consent to any Insurer or insurance policy takenout by the Tenant which is commercially usual for wind farm projects undertaken inAustralia.

INDEMNITY AND RELEASE

Indemnities

The Tenant indemnifies the Landlord against any liability for loss, damage, injury ordeath caused by or arising directly or indirectly from:

(a ) any act or omission on the part of the Tenant or any clerk, servant, licensee,invitee, workman, sub-contractor, employee, client, agent, customer orvisitor of the Tenant; or

(b ) the Tenant's use or occupation of the Premises; or

(c) the services to or originating from the Premises.

Release

(a )

(b)

The Tenant occupies and uses the Premises at the Tenant's Risk.

The Tenant releases the Landlord from any liability for loss, damage, injuryor death occurring in the Premises or on the Land or arising from any of thecircumstances set out in Clause 7.1, except to the extent that it is causedby negligence on the part of the Landlord.

Landlord's Release

To the extent permitted by law, the Landlord releases the Tenant from anyliabllity forloss, damage or injury occurring in the Premises or on the Land arising from theTenant's breach of the Environment Protection Act 1970 (Vic) due to noise emittedfrom theWind Turbine Generators.

USE

The Tenant must use the Premises only for the Permitted Use .

TENANT'S OBLIGATIONS

The Tenant must at its expense punctually comply with and observe all laws and therequirements of any authority in connection with the Premises and the use andoccupation of the Premises (including obtaining all permits).

The Tenant must keep the Premises and any property erected or installed on or inthe Premises clean and.in good repair and fenced, if required.

When accessing the Premises the Tenant must ensure that the gates accessing theLand are Shut when not being used.



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10.1

10.2

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10.4

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ASSIGNMENT

Assignment

The Tenant may assign this Lease at any time upon written notice to the Landlordprovided that:

(a) the Tenant is not in default under this Lease .of which the Landlord hasgiven the Tenantwritten notice other than a default which has been waivedby the Landlord;

(b) the Tenant proves to th e Landlord's reasonable satisfaction that theincoming tenant is a respectable, responsible and solvent person;

(c ) the Tenant obtains, at its expense, from the incoming tenant an executeddeed, in a form reasonably required by the Landlord, requiring the incomingte na nt to perform and observe the Tenant's oblig ations under this Lea se:

(d) the Tenant pays the Landlord's reasonable costs of giving its consent,whether or not the proposed assignment proceeds to completion;

(e) the incoming tenant pays or gives to the Landlord additional security for theobservance and performance of the Tenant's obligations as is appropriateand reasonable having regard to the security provided under this Leaseand the terms and conditions of fhis Lease.

Assignment to IFS Investment Vehicle

Notwithstanding ·Clause 10.1 the Tenant may assign this Lease to an lFSInvestment Vehicle at any time provided that:

(a )the Tenant is not in default under this Lease of Which the Landlord hasgiven the Tenant written notice other than a default which has been waivedby the Landlord; and

(b) the Tenant proves to the Landlord's reasonable satisfaction that theincoming tenant isa respectable, responsible and solvent person.

Change in Ownership of Shares in Company

(a) If the Tenant is a company, any change in the persons who beneficiallyown or control a majority of the company's voting shares at the date of thisLease willconstitute an assignment of this Lease.

Clause 10.3(a) witlnot apply i f the Tenant is a corporation whose votingshares are listed on an Australian stock exchange or if at least 80% of itsvoting shares are owned by another company whose voting shares are solisted.

Charges Over Tenant's Fittin.gs

The Tenant will be entitled to mortgage, charge, lease or deal with any Tenant'sFittings as a means of financing the Tenant's Fittings provided that any waiver orsimilar document required by the Tenant's financier is in a form acceptable to theLandlord (acting reasonably) and the Tenant pays the Landlord's reasonable costsin relation to it.



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LANDLORD'S COVENANTS

Quiet Enjoyment

While the Tenant complies with its obligations under this Lease it may occupy the

Premises during the Term without interference from the Landlord.

11.2 . Positive Obligation

11.3

12.

12.1

12.2

13.

The Landlord must allow the Tenant to enter the Premises to maintain, repair,service, view or for any other lawful'purpose relating to the Wind Turbine Generatorsat any reasonable time .

No Warranty as to Use

The Landlord does not warrant that the Premises are suitable for the Permitted Use.

EXP IRY OR TERM INAT ION

Tenant to Vacate

The Tenant must vacate the Premises on the Expiry Date or the earlier terminationof this Lease leaving it in the condition required by this Lease.

Removal of Tenant's Property

(a) The Tenant must remove the Tenant's Fittings from the Premises within areasonable time after the Expiry Date or the earlier termination of thisLease and make good any damage caused to the Premises or the Land bythe removal.

(b ) The Landlord may treat the Tenant as having abandoned any propertywhich the Tenant has not removed from the Premises as required byClause 12.2{a) and the Landlord may remove that property from thePremises and deal with it in any way .the Landlord thinks fit. The expenseof any such removal by the Landlord is at the cost of and for the account ofthe Tenant.

(c ) Notwithstanding Clause 12.2(a), the Landlord acknowledges and agreesthat the Tenant is not obliged to remove aU concrete from the Premises(unless required by law) but that the Tenant must cover the concrete asreasonably required by the Landlord.

HOLDING OVER

If the Tenant continues to occupy the Premises after the Expiry Date with theLandlord's approval, it does so as licensee under licence and not as the Tenant.The licence may be terminated by either party on 1 month's notice in writing givenby either the Landlord or Tenant. The licence will be, where applicable, on the sameterms and conditions on the part of the Tenant to be performed and observed as arecontained in this Lease.



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14. ABANDONMENT OF PREMISES

The parties agree that if the Tenant vacates the Premises during the Term:

(a) in the absence of a written agreement by the Landlord to accept thesurrender of the Tenant's interest under this Lease or a formal notice offorfeiture or re-entry this Lease will be deemed to continue in full force and

"effect until the date as from which a new Tenant actually commences tooccupy the Premises; and

(b )

15. DEFAULT

15.1

any entry by the Landlord into the Premises in the meantime will bedeemed an e ntry b ythe leave and licence of the Tenant.

(a )

Landlord's Right to Terminate

If the Tenant:

(v )

(vi)

(vii)

(viii)

(0 repudiates its obligations under this Lease; or

(ii) does not pay an y money payable under this Lease even if ademand for payment has not been made; or

(ii~

(iv)

does not comply with any other obligation under this Lease; or

is wound up (or if an order is made or resolution effectively passedfor th e winding up of the Tenant) except for the purpose ofreconstruction or amalgamation; or

if the Tenant goes into liquidation; or

if tlieTenant 'makes an assignment for the benefit of or enters intoan arrangement or composition with its creditor; or

i f the Tenant is unable to pay lts debts within the meaning of theCorporations Act; or

if the Tenant is placed under official management; or

(ix) ·i f a Receiver or Receiver and Manager is appointed in respect ofthe Tenant or an y of its assets; or

(x )

(xi)

if execution (or other legal process) is served against the Tenant or

the Tenant's interest in this Lease and is not satisfied within90 days; or

if the Tenant becomes a bankrupt or has a petition presentedagainst him for a Sequestr.ation Order or takes advantage of theprovisions of Part X of the Bankruptcy Act 1966 or otherwisebrings his estate within the operation of any law relating tobankrupts; or

(xii) if a trustee is appointed or takes possession of any property of theTenant; or

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(b)

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(xiii) if an encumbrancer or mortgagee takes possession of any of theproperty of the Tenant; or

if any insurance policy in relation to the Premises is cancelledunilaterally by the insurer and not immediately replaced by asimilar policy with an insurer approved by the Landlord, whichapproval will not be unreasonably withheld

the Landlord may. after service of any notice required by law:

(xiv)

(xv) end this Lease by re-entering the Premises; or

(xvi) end this Lease by notice to the Tenant,

without prejudice to any action or other remedy which the Landlord has ormight otherwise have for arrears of rent (calculated to the date of theLandlord taking possession of the Premises) or breach of covenant or fordamages as a result of any such eyent.

For breach of any covenant or condition to which Section 146(1) of theP roperty Law A ct19S8 applies, 14 days after service of a notice under thatsection is fixed as the time within which the Tenant must:

(1)

(ii)

remedy the breach, i f it is capable of remedy; and

make reasonable compensation in money to the Landlord'ssatisfaction for the breach.

(i) Notwithstanding anything contained in this Clause 15 or the Lease,the Landlord acknowledges and agrees that th e Tenant may needto procure finance to construct the Wind Turbine Generators on the

Premises and that as a result the Tenant may need to, inter alia,mortgage this Lease as security for that finance.

(ii) As a consequence of mortgaging this Lease, the Landlord agreesthat it willconsent to the mortgage of Lease and to any reasonableterms and conditions 'which any financier imposes by way of aconsent to mortgage of lease or other required document includingwithout limitation;

(A ) permitting the financier to enter upon the Premises toexercise its powers tinder its mortgage or charge;

(8 ) giving the financier at least 21 days notice beforeexercising any of the Landlord's following powers:

• terminating the Lease;

• taking possession of the w holeor an y part of thePremises;

• refusing to grant a further term following thepurported exercise of any option for renewal ofthis Lease;

• converting the tenancy to a periodic tenancy;



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(b )

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• seeking to vary the Lease in any mannerwhatsoever;

(C ) immediately forwarding to the financier any notice sent to

the Tenant under this lease;

(D) . ensuring that any .transteree or mortgagee of the whole orany part of the Landlord's interest in the Lease or thePremises covenants with the financier as contemplated inthis Clause 15.1(c);

(E ) permitting the financier to lodge a caveat in respect of itsinterest in the Premises pursuant to it s mortgage or othersecurity documentation.

Damages for Breach

(a) Repudiation

(i) If the Tenant's conduct constitutes breach of an essential provisionof this Lease and the Landlord elects to treat that breach asrepudiation or the conduct otherwise constitutes repudiation, theTenant will compensate the landlord for all loss or damagesuffered by reason of or arising from the repudiation.

(ii) The following covenants are deemed to be essential:

(A ) to pay Rent (Clause 3);

(8) to use the Premises for the use stated in Item 9.

(C)

(0)

to insure (Clause 6);

to comply with laws and requirements (Clause 9.1).

Damages for Repudiation

Any loss or damage for the unexpired residue of the Term suffered by thelandlord as a result of the Tenant's repudiation may be recovered asdamages at any time.

(c) Landlord's Entitlement to Damages

Tile landlord's entitlement to recover damages from the Tenant or anyother person will not be limited or affected by any of the following:

(i) i f the Landlord elects to re-enter the Premises or terminate thislease;

(]i) if the Landlord accepts the Tenant's repudiation; or

(iii) i f the parties' conduct (or that of any of their servants or agents)constitutes or may constitute a surrender by operation of law.



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15,3 Tenant's Right to Terminate

If the Premises or the Wind Turbine Generators are rendered wholly unfit, for theuse for which the Premises were demised, by any cause for which the Tenant is notdirectly or indirectly responsible,inc!uding but .not limited to fire, explosion, flood,storm, tempest, lightning, earthquake, other act of God, riot, civil commotion,vehicles or aircraft, articles dropped therefrom or other inevitable accident, then theTenant may at any time terminate this Lease by written notice to the Landlord and inthat event neither party shall have any Iiabitfty to the other.

COSTS

The Tenant will pay the Landlord on demand the Landlord's reasonable !egal feesand disbursements in connection with:

(a)

(b)

any consent required under this Lease;

obtaining the consent of any mortgagee of the Land and production of thetitle deed;

(c) any assignment;

(d)

(e)

any surrender or termination of this Lease except through its expiry; and

any default by the Tenant or its employees, agents or contractors inobserving or performing the provisions of this Lease.

NOTICES

Any notice to be given under this Lease may be served on:

(a) the Landlord by delivering it to the Landlord, or by sending it through thepost by prepaid security post addressed to the Landlord, at the addressstated in this Lease;

(b) the Tenant by delivering it to the Tenant, or by sending it through the postby prepaid security post addressed to the Tenant, at the address stated inthis Lease;

and any notice sent by post will be deemed to be given at the time when it ought tobe delivered in the due course of post.

FURTHER TERMS

18.1 Further Terms

The Landlord must renew this Lease for each of the Further Terms if:

(a) there is no un remedied breach of this Lease by the Tenant of which theLandlord has given the Tenant written notice;

(b) the Tenant has requested the renewal in writing not more than 6 monthsnor less than 3 months before the Expiry Date.



18.2

(.,.;

19.

14

Lease for Further Terms

The renewed Lease for the Further Terms:

(a) starts on the day after this Lease ends; and

(b ) must contain the same terms as this Lease but for Item 10 of Schedule 1which must specify one less further term. Clause 1.1 and Schedule 1 willbe deemed to be varied as necessary by updating the references to theTerm, Commencement Date and Expiry Date with references that areapplicable and relevant having regard to the new Term, but not includingany provision for renewal for the Further Terms if there are no FurtherTerms.

TENANT'S RIGHT TO LODGE CAVEAT

The Landlord acknowledges and agrees that the Tenant may lodge a caveat over

the Land in respect of its interest in the Premises pursuant to the Lease.

20.1

20. MISCELLANEOUS

Waiver

&). \

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20.2.i

!. ;

20.3

'1

(a) A right under this Lease not be waived or varied except in writing signed bythe party having the benefit of the right.

{b} If the Landlord:

(i)

(ii)

accepts rent or other money under this Lease; or

does not exercise or delays exercising any rights under this Lease;or

(iii) gives any concession to the Tenant; or

(iv) attempts to mitigate its loss,

it is not to be taken to be a waiver of any breach or of the Landlord's rightsunder thls Lease. An attempt by the Landlord to mitigate its loss is not tobe taken to be a surrender of this Lease.

Registration

The Tenant may register this Lease on the title to the Land and the Landlord willdoall things reasonably necessary to enable such registration .

Interest on ·Overdue Money

The Tenant must pay on demand interest on any rent or other amounts payable bythe Tenant but which are unpaid after the due date for payment at the rate of 2%above the rate from time to time fixed under Section 2 of the P en alty In te re s t R ate sAct 1983.



15

20.4 Whole Agreement

The parties agree that no information, representation or warranty given or madeprior to the execution of this Lease has been or will be relied upon and that any prioragreement is rescinded and that this Lease is the sale and full repository of theagreement between the Landlord and the Tenant

'20,5 'Prior Representations

The Tenant acknowledges that no promise representation warranty or undertakinghas been given by or on behalf of the Landlord in respect of the potential financialreturn to be derived by the Tenant from the lease of the Premises or the suitability ofthe Premises for any trade, business, profession or occupation to be carried on fromthe Premises.

EXECUTED as a deed.

SIGNED SEALED AND DELIVERED by the )said [ ] in )the presence of: )

1m,, Witness

SIGNED SEALED AND DELIVERED by thesaid [ ]in the presence of:

~ !!;

",

Witness

THE COMMON SEAL of WIND POWER )PTY LTD ACN 097 047 268 was hereunto )affixed in accordance with its Constitution in )the presence of: )

Company Secretary I Director Director

Name of Company Secretary I Director(print)

Name of Director (print)



;

100'

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16

SCHEDULE 1

Item 1 PREMISES: As shown on the Premises Plan

Item 2 0 LANDLORD: ][

Item 3 TENANT: Wind Power pty Ltd ACN 097047268

Item 4 TERM: 10 years

ItemS COMMENCEMENTDATE:

Item 6 EXPIRY DATE:

Item 7 RENT: $7,000 per Wind Turbine Generator per annum

itemS PUBLIC LIABILITY $10,000,000INSURANCE:

Item 9 PERMITTED USE: Operation, maintenance, repair and service ofWind Turbine Generators or any other lawfulancillary purpose associated with the WindTurbine Generators

Uem10 FURTHER TERMS: Three further terms of 5 years each



17

ANNEXURE A

Premises Plan

Attached.- '1

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waubra ~ wind power pty lease

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