STATUTORY DECLARATION - Pages · PDF fileand Corruption pursuant to its Notice to Produce Documents No ... a copy of a HSBC Bank Australia ... makes a false statement in a statutory

(

STATUTORY DECLARATION

Statutory Declarations Act 1959

I, DANILO CODAZZI, of cjo Level 6, 1101 Hay Street, West Perth, Western Australia,

Administration, Finance and Control Manager, make the following declaration under the Statutory

Declarations Act 1959 (Cth):

1. I am employed In the position of Administration, Finance and Control Manager with

Salpem (Portuga l) Comercio Maritima (SPCM ) of Level 6, 1101 Hay Street , West Perth,

Western Australia .

2. I have held this position for around 5 years, since 2009.

3. I make this statutory declaration in response to the request from James Beaton, Solicitor

Assisting the Royal Commission into Trade Union Governance and Corruption dated

19 September 2014. Attached to this statutory declaration and marked DC-1 is a copy

of the request.

4. The facts and information in this declaration are within my own knowledge, except where

otherwise stated or where the context indicates to the contrary. Where I have relied on

information provided to me by other staff, the business records of SPCM or SPCM's lega l

advisors, I have received t hat information in good faith and I believe it to be true.

Personal background

5. In my role as Administration, Finance and Cont ro l Manager, I have a number of

responsibilities re lating to the financial administration of SPCM 's operations in Aust ralia,

including executing payments made to third parties on behalf of SPCM.

6. I have worked for the past 40 years with the Saipem Group, assigned t o various Branches

and Subsidiaries of the Sa ipem Group, including abroad, in Administration and Financial

roles.

7. I was first deployed to SPCM's Perth office In Ju ly 2008. When I first arrived, t he majority

of my work involved managing matters from my previous role as Administrative Finance

for Salpem Asia SDN BHD Thailand Branch, based In Thailand. However, I also assisted

Srinivas Brahamanandam (former Finance Manager at SPCM) with his matters, prior to his

departure from SPCM's Perth office in July 2009.

8. On 21 September 2014, I wi ll be departing Australia to Italy. I will then commence in a

new role within SPCM, based In Singapore. Attached to this statutory decla ration and

marked DC-2 is a copy of the e-ticket receipt for my flights to Italy.

r, .. ,,, 1

(

l

SPCM

9. SPCM operates in the Engineering & Construction and Drilli ng businesses. SPCM also

provides EPC/EPCI services to the oil industry both onshore and offshore.

10. SPCM's involvement in the Blacktip Project relates to pipeline systems and Well Head

Platform Offshore Installation.

11. Other than my involvement in administering the second instalment of the escrow deposit

under the Escrow Deed referred to below (as set out in paragraphs 17, 18 and 19 of this

statutory declaration) I was not involved in the preparation of the documents referred to

herein. My knowledge of the documentation and information contained in t his statutory

declaration is based on a review of SPCM's business records.

Escrow deed between SPCM, the Maritime Union of Australia and Blake Dawson

12. From a review of SPCM's business records, I understand that in around January 2009,

SPCM entered into an escrow deed with the Maritime Union of Austral ia (MUA) and Blake

Dawson (SPCM's legal advisor) (Escrow Deed) . Attached to this statutory declaration

and marked DC-3 is a copy of the Escrow Deed, executed by all parties (the original

signed Escrow Deed was provided to the Royal Commission into Trade Union Governance

and Corruption pursuant to its Notice to Produce Documents No.610).

13. From a review of SPCM's business records, now produced and shown to me is a copy of an

email from Antoine Legrand (former Project HR/ IR Manager at SPCM) to

Mr Brahamanandam dated 2 February 2009 entitled "Escrow fund - first payment".

Attached to this statutory declaration and marked DC-4 is a copy of the email. In the

email, Mr Legrand asks Mr Brahamanandam to proceed with the f irst payment under the

Escrow Deed.

14. From a review of SPCM's business records, now produced and shown to me is a copy of a

letter from Mr Brahamanandam to David Pa rker (Blake Dawson) dated 2 February 2009

entitled "Subject: Escrow Deed between Saipem (Portugal) Marit ime Union of Australia

and Blake Dawson". Attached to this statuto ry declaration and marked DC-5 is a copy of

the letter. The letter encloses a cheque in the amount of $500,000 drawn in favour of the

Blake Dawson Trust Account toward the Escrow Deposit fi rst instalment in accordance

with clause 2.2 of the Escrow Deed.

15. From a review of SPCM's business records, now produced and shown to me is a copy of an

email from Mr Parker to Mr Brahamanandam and Mr Legrand dated 3 February 2009

entitled "RE: Escrow fund - first payment". Attached to this statutory declaration and

marked DC-6 is a copy of the email. In the email, Mr Pa rker confirms receipt of the

cheque. Mr Parker also states that he will deposit it into Blake Dawson's trust account in

accordance with the Escrow Deed.

2 2316265 23 .0 2

(

16. From a rev iew of SPCM's business records, now produced and shown to me is a bundle of

documents comprising:

(a) a copy of a Sa ipem (Portugal) Payment Voucher dated 9 December 2008 indicating

a cheque paid to the Blake Dawson Trust Account in the amount of $500,000;

(b) a copy of a HSBC Bank Australia Limited cheque dated 9 December 2008 in the

amount of $500,000, paid from Saipem (Portugal) Comercio Maritlmosociedade

Unipessoal, Lda ACN 00 100 388 458 to the Blake Dawson Trust Account;

(c) a copy of the Escrow Deed; and

(d) a copy of the letter from Mr Brahamanandam to Mr Parker dated 2 February 2009

entit led "Subject: Escrow Deed between Saipem (Portugal) Marit ime Union of

Australia and Blake Dawson".

Attached to this statutory declaration and marked DC-7 are copies of the above

documents.

17. From a review of SPCM's business records, now produced and shown t o me is a bundle of

documents comprising:

(a) a copy of a Saipem (Portugal) Payment Voucher dated 28 July 2009, indicating a

cheque paid to the Blake Dawson Trust Account in t he amount of $500,000;

(b) a copy of a HSBC Bank Australia Limited cheque dated 28 July 2009 In the amount

of $500,000, paid from Saipem (Portugal) Comercio Maritimosociedade Unipessoal,

Lda ACN 00 100 388 458 to the Blake Dawson Trust Account;

(c) a copy of an email from Mr Legrand to me dated 24 April 2009 entitled "RE: Escrow

fund - first payment", asking me to proceed with the payment of the second sum

to t he mentioned Escrow fund (and attaching a copy of the Escrow Deed).

Attached to this statutory declaration and marked DC-8 are copies of the above

documents.

18. On 3 August 2009, I caused a letter to be sent to Mr Parker entitled "Subject: Escrow

Deed between Saipem (Portugal) Maritime Union of Australia and Blake Dawson".

Attached to this statutory declaration and marked DC-9 is a copy of the letter. The

letter encloses a cheque in the amount of $500,000 drawn in favour of the Blake Dawson

Trust Account toward the Escrow deposit second instalment in accordance with clause 2.2

of the Escrow Deed.

19. On 13 October 2009, a letter was sent to Mr Parker, signed on my beha lf by Mr Legrand,

rff entitled "Subject: Transfer of Money" . Attached to this statutory declaration and

marked DC-10 is a copy of the letter, signed on my behalf by Mr Leg rand. In the letter, I

w 231626523.02

3

confirm that the money currently held In the Escrow Deed can be transferred t o the

Maritime Employees Training Ltd (METL).

20. In my role as Administration, Finance and Control Manager, it is not my concern and I do

not know about any benefits SPCM received in return for making the payments under the

Escrow Deed.

I understand that a person who intentionally makes a fa lse statement in a statutory declaration is

guilty of an offence under section 11 of the Statutory Declarations Act 1959, and I believe that the

statements in this declaration are true in every particular.

DECLARED at Perth in the State of Western Australia th is 20th day of September 2014 d)J ~>r> r£'

I Signature of Declarant

Before me:

s~ Name: SHIIc FI2.AI'/(,AS

Qualification : l-1:.0AL PIUtGT7T7orv' E I?..

Address: cjo /£Vet. 3Z) EKGHA---/(;fZ PI..A2/t 2 TH£ esf/1-AriADe'

f/ER.. TH- ;-.~rr ~roo

4 231626523.02

(

DC-1

• Royal Commission into Trade Union Governance and Corruption

19 September 2014

By email: [email protected] melanle.mallottf!)ashurst.com

Mr David Parker Partner Ashurst - Australia 2 The Esplanade PERTH WA 6000

Dear Mr Parker

Hearfns on 29 September 2014 - Request for Affidavit from Danllo Codazzi Your reference: DFP \ MELM \ 09 3002 7264

We write to you In your capacity as solicitor for Salpem (Portugal) Comercio Maritimo, Socledade Unipessoal, Lda (Saipem) and Mr Danilo Codazzi.

On 29 September 2014, the Commission intends to call evidence concerning the relationship between the Maritime Union of Australia (MUA) and:

1. Maritime Employees Training limited (METL); and

2. funds controlled by the MUA, Western Australian Branch, including the:

(a) Fremantle Special Purpose Fighting Fund; and

(b) MUA Training and Development Fund.

We understand that Mr Codazzi will be leaving Australia on 21 September 2014, firstly to

travel to Italy on holiday and then to work for Saipem in Singapore.

In these circumstances, we write to request an affidavit from Mr Codazzl on the following

topics:

1. Mr Codazzi's background, professional qualifications and experience.

2. Saipem's involvement in the Blacktip Project.

3. Saipem's agreement with the MUA that it would make a contribution to METL with

reference to the deed between Salpem, the MUA and Blake Dawson (Deed).

GPO Box 2477, SYDNEY, NSW 2001 Telephone 1800 22 12 45 www.tradeunionrovalcommission.&ov.au ABN 92 661124 436

Mr David Parter

19 September 2014

4. The payments made by Saipem pursuant to the Deed.

5. The benefits Saipem received in return for making the payments.

We ask that you please advise the Commission by close of business today whether Mr

Cod ani will provide the afflclavit requested. We ask that you provide Mr Codazzi's affidavit

(including any exhibits ~o that affidavit) by 4.00pm on Wednesday, 24 September 2014.

2

The point of contact for further communications on this topic is Mr Tom Molan, who may be

contacted on

Yours faithfully

~Jam Beaton Solicitor Assisting Royal Commission Into Trade Union Governance and Corruption Level19, 55 Market Street, Sydney, New South Wales, 2000 E:

(

DC-2

TRAVEL OUR WORLD ALLENDALE SQUARE

E Ticket Receipt Prepared For CODAZZI/DANILO MR

Reservation Code Issue Date Ticket Number Invoice Number Issuing Airline

DJOOUO 10Sep2014 6185244305635 0008226 SINGAPORE AIRLINES

Issuing Agent Issuing Agent Location lATA Number

TRAVELWORLD ALLENDALE SQUARE/ASS PERTH AU

Itinerary Details

Travel Date Airline

SINGAPORE 21sep14 AIRLINES

so 214

02346396

Departure

PERTH, AUSTRALIA Time 5:10pm Terminal TERMINAL 1 INTERNATIONAL

SINGAPORE,

22 Sep14 SINGAPORE SINGAPORE Time

- 22 AIRLINES 2_05am Sep14 sa 368

PaymenVFare Details

Terminal TERMINALS

Cash

Arrival

SINGAPORE, SINGAPORE Time 10:35pm

MILAN MALPENSA, ITALY Time 8:45am Terminal TERMINAL 1

Other notes

Airline Reservation Code23RODJ ClassBusiness Seat Number Baggage Allowance40K Booking StatusConfirmed Fare BasisZCQOWNC Not Valid After21 Sep Airline Reservation Code23RODJ ClassBusiness Seat Number Baggage Allowance40K Booking StatusConfirmed Fare BasisZCQOWNC Not Valid After22 Sep

Form of Payment Endorsement I Restrictions Fare

VALID SO ONLY/14DAYS MAX S/0 SIN AUDIT

(

Taxes/Fees/Carrier-Imposed Charges

Total Fare

AUD 359.00 YQ {Insurance I Fuel Charges)

AUD 55.00 AU {Passenger Movement Charge) AUD 33.06 XT (COMBINED TAXES/FEES/CARRIER-IMPOSED CHARGES) AUD IT 6702.00

Positive identification required for airport check in

(

DC-3

Escrow Deed

The Maritime Union of Australia

Saipem (Portugal) Comercio Maritima ABN 251 00388458

Blake Dawson ABN 75 304 286 095

Blake Dawson l evel 32, Exchange Piau; 2 The Esplanade Per1h WA 6000 Auslralla T 61 8 9366 8000 F 61 8 9366811 1

Reference DFP 09-2001·9202

©Blake Dawson 2008

(

205991350_1

Escrow Deed

DATE

PARTIES

The Maritime Union of Australia (MUA)

Saipem (Portugal) Comercio Maritima ABN 25100388458 (Saipem)

Blake Dawson of Level 32, Exchange Plaza, 2 The Esplanade, Perth WA 6000 (Escrow Holder)

RECITALS

A. Saipem has agreed to make a contribution for the purposes of providing training and facilities directly related to the provision of training to Maritime Employees.

B. The MUA has established METL with the intention that METL will be acknowledged by participants in the maritime industry in Australia as the primary arrangement for the provision of training and facilities directly related to the provision of training to Maritime Employees, and Saipem has acknowledged that intention.

C. The funding Is to be provided by Saipem paying the First Instalment and the Second Instalment on the terms and conditions set out below.

OPERATNE PROVISIONS

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this document.

Account means the Blake Dawson Trust Account with ANZ in which the Escrow Deposit is to be held on deposit.

Blacktip Completion means when the spread of vessels managed by Salpem is demobilised from the Blacktip Project.

Blacktlp Project means the gas field located in permit WA-279-P in the Bonaparte Gulf, approximately 1101<m offshore Wadeye, Northern Territory, in about 52m (LAT) of water. The field will be developed with an un-manned offshore wellhead platform, a subsea pipeline bringing the fluids to shore at Yelcharr Beach and an onshore gas processing plant near Wadeye.

Business Day means any day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in Perl.h, Western Australia.

Cut-Off Date means 31 May 2009, or such later date as the Training Agreement Parties agree which date the Training Agreement Parties will as soon as practicable notify in writing to the Escrow Holder.

Escrow Conditions means the conditions set out in clause 3.1.

Error I Unknown d ocument property name. 2

Escrow Deposit means, at the relevant lime, the total amount that has been deposited into the Account at that lime, in accordance with clause 2.2 (which, for the avoidance of doubt, will either be the First Instalment only, or, if Saipem has deposited the Second Instalment into the Account at that time, the total of the First Instalment and the Second Instalment).

First Instalment means the amount of $500,000 to be paid by Saipem in accordance with clause 2.2(a).

Government Agency means:

(&) a government or government departmen1 o· other body;

(b) a governmental, semi-governmental or judicie:l person including a statulor}' corporation; or

(c) a person (whether autonomous or not) who is charged with the administration of a law.

GST means:

(a) the same as in the GST Law;

(b) any other goods and services tax, or any Tax applying to this transaction in a similar way; and

(c) any additional tax, penalty tax, fine, interest or other charge under a law for such a Tax.

GST Law means the same as "GST law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Industry Training Fund means an industry fund, arrangement or entity established for the purpose of providing training and facilities directly related to the provision of training to Maritime Employees which is agreed between the MUA and the Maritime Employers, and may include METL (as presently constituted or otherwise) if that is the industry fund, arrangement or entity agreed between the MUA and the Maritime Employers.

Maritime Employees means a person employed in Australia as a maritime employee or a waterside worker as those terms are defined under the Workplace Relations Act 1996 (Cth).

Maritime Employers means the majority of significant employers of Maritime Employees in Australia (or the representative or representatives of such employers).

METL means Maritime Employees Training Limited ACN 132 798 068.

METL Restructuring Conditions means the conditions set out clause 3.2(c).

Second Instalment means the amount of $500,000 to be paid by Saipem in accordance with clause 2.2(b).

Taxes means a tax, levy, duly, charge, deduction or withholding, however it is described, that is imposed by law or by a Government Agency, together with any related interest, penalty, fine or other charge.

Training Agreement Parties means MUA and Saipem.

Error! Unknown document property name. 3

1.2 Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in inlerpreting this document, except where the context makes it clear that a ru le is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under It;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreemenl or provision as amended, supplemented, replaced or novated;

(iii) a party to this document or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(v) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

{d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes a deed and an undertaking or other binding arrangement or understanding, whether or not in writing.

(g) The expression this document includes the agreement, arrangement, understanding or transaction recorded in th is document.

(h) A reference lo dollars or $ is to an amount in Australian currency.

(I) Unless otherwise defined in th is document, words defined in the GST Law have the same meaning in clauses concerning GST.

1.3 The rule about "contra proferentum"

This document is not to be interpreted against the interests of a party merely because that party proposed this document or some provision in it or because that party relies on a provision of this document to protect itself.

2. ESCROW ARRANGEMENTS

2.1 Appointment of Escrow Holder

The Training Agreement Parties each, with immediate effect, appoint the Escrow Holder to be the escrow holder and to hold the Escrow Deposit subject to the Escrow Conditions and

Error! Unknown document property name.

otherwise on the terms and conditions of this document, and the Escrow Holder hereby accepts such appointment.

2.2 Payment of the First Instalment and Second Instalment

(a) Within 5 Business Days of the date of execution of this document, Saipem must deposit the First Instalment into the Account in cleared funds.

(b) Within 5 Business Days of Blacktip Completion, Saipem must deposit the Second Instalment as follows:

(1) if at the time for payment of the Second Instalment, the Escrow Deposit has been delivered in accordance with clause 3.2 or clause 3.3, Saipem must deliver the Second Instalment in the same manner and to the same recipient as the Escrow Holder delivered the Escrow Deposit; or

(ii) otherwise, into the Account in cleared funds.

3. ESCROW CONDITIONS AND RELEASE OF ESCROW

3.1 Escrow Conditions

The parties agree that the Escrow Deposit will be applied solely and exclusively to make payments strictly in accordance with the terms of this document. The Escrow Holder must not release the Escrow Deposit except in accordance with this clause 3.

3.2 Release of Escrow Deposit

(a) If the Industry Training Fund is agreed and established before the Cut-Off Date:

(i) Within 5 Business Days of the Industry Training Fund being agreed and established the Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to the Industry Training Fund, which notice must include details of the bank account of the Industry Training Fund; and

(ii) Within 3 Business Days of receiving notice from both of the Training Agreement Parties in accordance with clause 3.2(a)(i), the Escrow Holder must deliver the Escrow Deposit, together with (subject to clause 4.2) interest accrued on that amount, to the Industry Training Fund by paying such amount in cleared funds to the bank account specified in the notice.

(b) If the Industry Training Fund is not agreed and established before the Cut-Off Date and the METL Restructuring Conditions have been satisfied:

(i) Within 5 Business Days of the Cut-Off Date the Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to METL; and

(ii) Within 3 Business Days of receiving notice from both of the Training Agreement Parties in accordance with clause 3.2(b)( i), the Escrow Holder must deliver the Escrow Deposit, together with (subject to clause 4.2) interest accrued on that amount, to METL by paying such amount in cleared funds to the following bank account:

Maritime Mining Power - Credit Union 365 375 Sussex Street Sydney NSW 2000


Branch/BSB: Name of Account Holder: Account Number:

Sussex Sl Branch I 802-884 Maritime Employees Training Ltd; 46166.

(c) The METL Restructuring Conditions will be satisfied upon:

(i) after undertaking all necessary corporate actions, adoption of a new company constitution by METL, in a form agreed by the Training Agreement Parties acting reasonably, containing terms that:

(A) restrict fv1ETL's operations to the provision of training and facilities cfireclly related to the provision of training to Maritime Employees,

(B) require regular independent auditing of expenditure:

(C) restrict funds being distributed to the METL members in any circumstances; and

(D) provide for equal representation on the board of METL of MUA nominated directors and directors that satisfy the tests in clause 3.2(c)(ii)(A) to 3.2(c)(ii)(C) (inclusive): and

(ii) tile resignation of two MUA nominee foundation directors from the boarcf of METL and the appointment of two additional directors to the board of METL that are:

3.3 Cut-Off Date

(A) familiar with and able to represent the interests of participants in the maritime industry;

(B) independent of the Training Agreement Parties; and

(C) whose appointment is consented to in writing by the Training Agreement Parties, such consent not to be unreasonably withheld or delayed.

(a) If the Escrow Holder has not received a notice under clause 3.2(a) or 3.2(b) by close of business on the day that is 5 Business Days after the Cut-Off Date, then without the necessity for any further authorisation from or consent by any party, the Escrow Holder must as soon as is reasonably practicable deliver the Escrow Deposit, together with (subject to clause 4 .2) interest accrued on that amount, to the University of Tasmania.

(b) Any amount delivered in accordance with clause 3.3(a) will be delivered with instructi0ns that the funds are to be used solely for the purpose of providing training or facilities directly related to the provision of training to Maritime Employees. The Training Agreement Parties agree that it is the MUA's responsibility to ensure that the funds are used In this manner.

3.4 Correspondence to the Escrow Holder

(a) All correspondence given to the Escrow Holder by the Training Agreement Parties in accordance with this clause 3 must be countersigned by both Training Agreement Parties.

{b) Correspondence that is not countersigned by both Training Agreement Parties is deemed invalid.


4. INDEMNITY AND ESCROW HOLDER'S COSTS

4.1 Indemnity

The Training Agreement Parties jointly and severally agree to indemnify and keep indemnified and hold harmless the Escrow Holder from and against all losses, costs, fees, expenses (including costs, fees and expenses of legal counsel), liabil ities, claims, actions, damages, suits or other charges incurred by or assessed against the Escrow Holder for anytl1ing done or omitted to be done by the Escrow Holder in the performance of its duties under !his document, except where resulting from lhe Escrovi Holder's negligence or wilful misconduct .

4.:: Costs

The Training Agreement Parties each confirm and agree that the Escrow Holder will be entitled to charge its usual professional fees in connection with acting as the Escrow Holder and that such fees will be paid, in the first Instance, from any interest earned on the Escrow Deposit and then, to the extent the interest is insufficient to meet such fees, by Saipem.

4.3 Subject to applicable law

The Escrow Holder's obligations under this document are subject to any inconsistent obligations it may have under applicable laws, regulations or professional conduct rules.

5. GENERAL

5.1 Govern ing law and jurisdiction

(a) This document is governed by the law in force in Western Australia.

(b) Each party submits to the non-exclusive jurisdiction of the courts exerc1s1ng jurisdiction in Western Australia, and any court that may hear appeals from any of those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.

5.2 Operation of this document

(a) Subject to clause 5.2(b), this document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is rep laced by this document and has no further effect.

(b) Any right that a person may have under this document is in addition to, and does not replace or limit, any other right that the person may have at law or in equ ity.

(c) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

5.3 Operation of indemnities

(a) The indemnity in clause 4.1 survives the expiry or termination of this document.

(b) A party may recover a payment under an Indemnity in this document before it makes the payment in respect of which the indemnity is given.

Error! Unknown document property name.

(

5.4 Amendment and assignment

(a) This document can only be amended or replaced by another document signed by the parties.

(b) A party may only assign, declare a trust over or otherwise deal with its rights under this document with the written consent of each other party.

5.5 Counterparts

This document may be executed in any number of counterparts all of which taken together constitute one and the same document.

5.6 Giving effect to this document

The parties must promptly do and perform all further acts and execute and deliver all further documents required by law or reasonably requested by any other party to carry out and give full effect to the intent and purpose of this document.

5.7 Expenses

Each of the Training Agreement Parties will bear and pay its own expenses, including legal fees, costs and disbursements incurred by it in connection with the preparation, negotiation and execution of this document and any subsequent consent, agreement, approval, waiver or amendment to this document.

5.8 Stamp Duties

Saipem will pay all stamp duties in connection with this document.

5.9 Attorneys

Each attorney who executes this document on behalf of a party declares that the attorney has no notice of any revocation, suspension or variation of the power of attorney under the authority of which the attorney executes this document.

5.10 Notices

Any communication under or in connection with this document:

(a) must be in writing;

(b) must be addressed as shown below:

In the case of MUA

Name:

Address:

Fax no:

For the attention of:

in the case of Saipem


Level 2, 365 Sussex St

Sydney NSW 2000

02-9261 3481

Paddy Crumlin

National Secretary


(

Name:

Address:

Fax no:

For lhe attention of:

Saipem (Portugal) Comercio Maritime

Manzies House Ground Floor

640 Murray Street

West Perth , WA 6005

+61 .8.9486.8624

Danilo Codazzi, Branch Manager

In the case of the Escrow Holder

Name: Blake Dawson Address: Level 32 , Exchange Plaza

2 The Esplanade, Perth WA 6000

Fax no: + 61 8 9366 8111

For the attention of: Mr David Parker, Partner

(or as otherwise notified by that party to the other parties from time to time);

(c) must be signed by the party making the communication or (on its behalf) by the solicitor for, or by any attorney, director, secretary, or authorised agent of, that party;

(d) must be delivered or posted by prepaid post to the address, or sent by fax to the number, of the addressee, in accordance with clause 5.10(b); and

(e) will be deemed to be received by the addressee:

(i) (in the case of prepaid posl) on the third Business Day after the date of posting to an address within Australia, and on the seventh Business Day after the date of posting to an address outside Australia;

(ii) (in the case of fax) at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax In its entirety, unless that local time is a non Business Day, or is af1er 5.00 pm (local time) on a Business Day, when that communication will be deemed to be received at 9.00 am (local time) on the next Business Day; and

(iii) (in the case of delivery by hand) on delivery at the address of the addressee as provided in clause 5.1 O(b ), unless that delivery is made on a non Business Day, or after 5.00 pm (local time) on a Business Day, when that communication will be deemed to be received at 9.00 am (local time) on the next Business Day.

5.11 GST payable in addition to consideration

In addition to paying or providing the consideration (which is exclusive of GST), the recipient must:

(a) pay to the supplier an amount equal to any GST for which the supplier is liable on any supply by the supplier under or in connection with this document, without deduction or set-off of any other amount; and

Error I Unknown document property name. 9

(b) make that payment as and when the consideration or part of it must be paid or provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that supply.

5.12 Adjustments

Tile supplier must refund to the recipient any overpayment by the recipient for GST, but the supplier need not refund to the recipient any amount for GST paid to the Commissioner of Taxation unless the supplier is entitled to a refund or credit of that amount.

5.13 GST on claims and expenses

(a) If e: party provides a payment for or any satisfaction of a clann or a right to claim undE:H or in connection wilh this document (for examplE. for misleading or deceptive conduct or for misrepresentation or for indemnily or for reimbursement of any expense) which grves rise to a liability for GST, the provider must pay, and indemnify the claimant against the amount of that GST.

(b) If a party has a claim under or in connection with this document for a cost on which that party must pay an amount for GST, the claim is for the cost plus the amount for GST (except any amount for GST for which that party is entitled to an input tax credit).

(c) If a party has a claim under or In connection with this document whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount).

Errorl Unknown document property name. 10

(

EXECUTED as a deed.

EXECUTED b~TH MA~ITIME UNION OF

AUSTRALIA~. ~~~ . _..-z ~ C..--:::. ~ / '(-- -.':/ -C <." .. -~

Signature of NaUonal Secretary

Name

Name !> pf; .w,·, (f,lorl"UQV.t) Co:n~sclo l(.;;m\rr.o

SO~HDADE U:IIPCSSOl.L, LDI\

Gc·nt.. .-~, 1 ;',·i.::Ji(1!r:Z.r f;(:be;lr~ biot;d;

SIGNED on behalf of Blake Dawson, in the presence of:

Signature of witness

Name

Signa ~re of Nation?• Presiding Officer

Name

' ,, .

- _,--

Signature

Name


Chamizo, Emma 8070

From: Sent: To: Cc:

Subject: Attachments:

Vas,

DC- 4

LEGRAND Antoine <[email protected]> Monday, 2 February 2009 2:33 PM BRAHAMANANDAM Srinivas

Parker, David 8019; Power Miriam 8741 MIRP; Mallett. Melanie 8748; Di Giorgi Fabio Escrow fund - first payment SIGNED ESCROW DEED - MUA and SAIPEM.PDF

Please proceed with the first payment to the Escrow fund as per the attached; thanks.

Best regards Antoine

Antoine Legrand Project HR/IR Manager HRIT Saipem{P)CM - Australian Branch

~1 en-zres '-louse, Grou.-,d Floor, 640 l>lurrcy Street We£t Perth WA 6005 - Avstralia Tel: +61. ·o 894. l90.159 Hobrle.

**************************************************************************************~ CONFIDENTIALITY NOTICE This e-mail and any attachment are confidential and may be privi leged or otherwise protected from disclosun is solely intended for the person(s) named above. If you are not the intended recipient, any reading, use, disclosure, copying or distribution of all or parts of this e-mail or associated attachments is strictly prohibited you are not an intended recipient, please notify the sender immediately by replying to this message or by telephone and delete this e-mail and any attachments permanently from your system.

--- ------.-- - - -- -----··- ----------··---

Escrow Deed

Tbe Maritime Union of Australia

Salpem (Portugal) Comerclo. Marltlmo ABN251~

llab Dawson ABN 7! 304 218 ON

Blake Dawson Lawi!Z...,.... ..... 2TIM..._. l'.riiiWAecoo AIIRIIII T 1111-IOCO p 81 1188111111

!Wer-P'' 111-axlt-1202 .... o.w.on~

- - . .. ··----· -· .

Escrow Deed

DATE

PARTII!S

- .. . . ··- ·- - -- --·------ --- ..


S1lpem (Portugal) Comerclo Mar1Hmo ABN 2510038MS8 (Salpem)

Bl•k• Dawaon of Level 32, Exchange Plaza, 2 The Esplanade, Perth WA 6000 {Escrow Hold«)

RECITALS

A Selpem has agreed to mak.e a contributiOn for the purposes or providing training and fldltlea directly related to the provlalon of !raining to Maritime Employees.

B. The MUA has established METL with the lntenUon that METl wUI be acknowledged by parllclpanta In the maritime ·Industry In Australia aa the primary arrangement for the provision of training and facUIUes directly related to the proVIsion of iTalrilng ·to Mai'llime Employeea, and SaJpem has acknowledged lhat intention.

C. The funding Is to be proylded by Salpem paying the First ln3lalment and the Second lnllament on lhe terms and conditions sat out below.

OPERATIVE PROVISIONS

1. INTERPRETAnON

1.1 Definition•

The following definitions apply In this document.

Account means the Blake Dawson Truat Account with ANZ In which the Escrow Deposit is to be held on deposH.

Blackttp Compleaon means when the spreed of vessels managed by Selpem Is demoblllsed from the BlackJip ProJect

Blacktlp Project means the gas fiold located In permit WA-279-P In the Bonaparte Gulf, approximately 110km offshore Wadeye, Northern Territory, In about 62m (LAT) ot water. The field wiU be developed with an un-manned offshore wellhead platform, a subsea pipeline bringing lhe fluids to shore at Yelcharr Beach and an onshore gas processing plant neerWadeye.

Bualn"a Day means any day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business i1 Perth, Western Auatral!a.

Cut.Oft D•t• means 31 May 2000, or such later dale as the Training Agreement ParUes agtee which dale the T111lnlng Agreement Parties wll aa soon as practicable notify In writing to the Eacrow Holder.

Eecrow Conditions means the conditions set oulln clause 3.1.

I I

I I

(

p.. . . .. . . -· . . -- · -- ·· ·

hcrow Depoelt meena, at the relevant Hme, the total amount that has been depoalted Into the Account at that Ume, In accordance with clause 2.2 (which, for the avoidance of doubt. will either be the Firat Instalment only, or, If Salpem has depoalted lhe Second lnelllment Into the Account al that time, the total or the Ar•t 108talment and the Second lnllalment).

Firat lnetalment means the amount of $500,000 to be paid by Salpem In accordance with claiM 2.2(1).


(a} a government or government depat1ment or other body;

(b) a governmental, semi-governmental or judicial person lndudlng a statutory corporallon; or

(c) a person ('Mlether autonomous or not) who Is charged with lhe administration or a l.w.

GSTmaana:

(a) the aame as In the GST Law;

(b) any other goods arid servlces taX, or any TBl( applying to this transaction ·In a simi..- way; and

{c) any additional tax, penalty tex, fine, Interest or other charge under a law for auch a Tax.

GST Lew means the same as •GST laW" means In the A New Tax System (Good3 and S~ TIIX) Act 1QgQ (Cth).

lndu1by Training Fund means an Industry fund, arrangement or enHty established for the purpose of providing training and faciiiUes directly related to lhe provision of training to MariUme Employees which Is agreed between the MUA and the Marltme Employers, and may Include METL (as presently constituted or otherwise) If lhet Is the Industry fund, arrangement or entity agreed between the MUA and the Marftlme Employer&.

Maritima Employ ... means a person employed In Australia as a maritime employee or a watnde woricer a11 those terms are defined under the Workp/BC6 Relations Act 1996 (Cih).

Mart6me Employers means the majority of algnlflcant employers of Maritime Employees n Australia (or the representative or representatives of sucn employers).

METL means Maritime Employeos Training Limited ACN 132 7Q8 068.

NETL Reatructurlng Conditions means the condiUons set out clause 3.2(c).

SKOnd Instalment means the amount of $500,000 to be paid by Salpem In accordance with clause 2.2(b).

Tax•• means a tax, levy, duty, charge, deduction or withholding, however It Is desct1bed, that Ia Imposed by law or by l!l Government Agency, together with any related interest, penalty, fine or other charge.

Training Agreement Part1ea means MUA and Selpem.

I

I I I j I

I

I

I I I j

1.2 Ruld for lntelpntlnt tha. document

Headings .,. for convenience only, and do not affect Interpretation. The following rules also apply In lnlerp~ this document, except where the context mskea it dear lh~tt a rule Is not Intended to apply.

(a) A merence to:

(0 legla .. tlon (Including subordinate i&giSiatiOrij . is io . ihat legrsl8110it as amWlded, re-enacted or replaced, and Include. any subordinate legislation latued under It,

(II) a document or agn~emenl, or a provlalon of a document or agreement, 18 to lhal document. agreement or provision as amended, supplemented, replaced or novated;

(II) 1 pwty to this document or to eny other docwnenl or agreement Includes a aucceNor n UUe, permitted substitute or a permitted assign ci that party;

(IY) a person Include& any type of entity or body of persons, whether or not It Is Incorporated or has a sepen!le legal ldenHty, end eny executor, administrator or aucceaaor In law of the person; and

(v) anything (ncludlng a right, obligation or concept) Includes each part of IL

(b) A 1lngular word Includes the plural, and vice versa.

(c) A word which auggests one gender Includes the other gendera.

(d) tf a word Is de~, another part of speech haa a corresponding meaning.

(e) If an example Is given of anylhlng (Including a right, obligation or concept), such as by saying It Includes something else, the example does not Umlt the scope of that lhlng.

(f) The worn agreement Includes a deed and an undertaking or other binding arrangement or understanding, whether or not In writing.

(g) The expreeslon this document ilcludes the agreement, arrangement, undenstandlng or tranaacHon recorded In this document.

(h) A reference to dollars or $Is to an amount In Australian ctJrrency.

(I) Unless otherwise defined In this document, words defined In the GST Law have the same meaning In clauses concerning GST.

1.3 The rule about "contra proferentum"

This document Is not to be Interpreted against the interests of a party merely because that party propoead this document or some provtslon In It or because that party relies on a provltlon of lhla document to protect Itself.

2. ESCROW ARRANGEMENTS

2.1 Appointment of &crow Holder

The Training Agreement Parties each, vdth immediate affect, appoint the Escrow Holder to / be the escrow holder and to hold the Escrow Deposit subject to lhe Escrow Conditions and

I I!«<fl Unk..-n document property........ 4 I

I

-. ---· -·· . ·-------.- . -- . --- . -··-··

olherwlse on the terms .00 condiUons of this documen~ and the Escrow Holder hereby accept. such appointment.

2.2 Payment of the First lnetalmant and Second Instalment

(a) Within 5 Buslneu Days of the date of execution of lhla document, Safpem must deposit the Fnt Instalment Into the Account In cleared funds.

(b) Within 5 Buai-1~ Cays of Blacktlp Completion, Salpem must deposit the Second lnatalment aa toiiOWB:

(I) If et the Ume for payment of lhe Second Instalment. the Escrow OeposJt has been delivered in accordance with clause 3.2 or clause 3.3, Safpem must deliver the Second Instalment In the same manner and to the same recipient as the Escrow Holder delivered the Escrow Deposit. or

(II) otherwlae, into the Accounf In cleared funds.

3. ESCROW CONDffiONS AND RELEASE OF ESCROW


Th6 pBrilea aQre9 that the Escrow oeposli wiil be appilild solely and excrusrvely to make -payments strlcUy In accordance with the terms of this document. The Escrow Holder must not release the Escrow Deposit except In accordance with this dause 3.


(a) If lhe Industry Training Fund Ia agreed and established before the Cut-otf Date:

(I) Within 5 Business Days of the Industry Training Fund being agreed and established the Training Agreement ParUes must each provide written notice to the Escrow Holder to release the Esaow Deposit to the Industry Tralnng Fund, which notice must Include details of the bank account of the Industry Training Fund; and

(II} Within 3 Business Days of receiving notice rrom both of the Training Agreement Parties in accordance wllh clause 3.2(a)(l), the Escrow Holder must deliver the Escrow Deposit, ~gather w~h (subject to clause 4.2) Interest accrued on that amount, to the Industry Training Fund by paying such amount In cleared funds to the bank account specified In the notice.

(b) If the Industry Training Fund Is not agreed end established before the Cut-Off Date and the METL Restructuring Conditions have been satisfied:

(I} Within 5 .Business Days of the Cut-Off Date the Training Agreement Partlea must each provide written notice to the Escrow Holder to release the Eaaow Deposit to METL; and

(U) Wlt~ln 3 Business Days of receiving noUce from both of the Training Agreement Par~lee In accordance with clause 3.2(b)(l), the Escrow Holder must deliver the Escrow Ceposll, together with (subject to clause 4.2) Interest aoorued on that amount, to METL by paying such amount In cleared funds to lhe following bank accooot:

Maritime Mining Power- Ctedlt Union 365 375 Sussex Street Sydney NSW 2000

Bnlnch/BSB: Name of A.ccolmt Holder: h:count Number:

--··. . . ... ~ ..

Sussex St Branch /802-884 Maritime Employees Training Ltd; 46166.

(c) The MfTL Restructuring Conditions wiH be satisfied upon:

(I) 1fler undertaking all necessary corporate actions, adoption of a new company conalitullon by METL, In a form agreed by the Training Ag;temeiit Parties acting reasonably, cor'llalnlng terms that:

(A) resltlct METL's operations to the provision of training and faci!Hies directly related to the provision of tranlng to Maritime Employees;

(B) require regular ndependent audHing of expenditure;

(C) reslrlct funds being distributed to the MEn. mBITlbers In any clrcumalancea; atld

(D) provide ror equal representation on the board of METL of MUA nominated directors end directors that sallafy the teats In clause 3.2(c)QI)(A) to 3.2(c)(U)(C) (lncluaive); and

(II) the ,..U'latlon of two MUA nominee foundation directors from the board of METL lind the SpJ10inlmwlt·-of"lwo··addlllonal 'directors to ihe -board of MEn that 111'8: -

(A} famHiar with and able to represent the Interests of participants In the marltine Industry;

(B) Independent of the Tlllnlng AQntement Parties; and

(C) whoee appointment 18 consented to In writing by 1ho Training Agreement Parties, such consent not to be unreuonably withheld or delayed.

3.3 Cut-ort Date

(a) If the Escrow Holder has not received a notloe under clause 3.2(e) or 3.2(b) by close of butlnesa on the day that Ia 5 Butlness Days after the Cut..Qff Date, then Wllhout the necessity for any further authorisation from or consent by eny party, the Escrow HOlder muat 88 IOOI'l as Is reasonably pntctlcable deliver the Escrow DeposH, together with (subject to clause 4.2) Intents I accrued on that amoun~ to the Unlv~nlty of Tasmania.

(b) Any amount delivered In accordance with clause 3.3(a} will be delivered with lnatrucllons thai the funds are to be used solely for the purpose of providing training or faciliUes directly related to the provision of training to Maritime Employees. The Training Agreement Parties agree that II Is the MUA's responsibility to ensure that the funds are uaed In lhls manner.

3.4 Correspondence to the Escrow Holder

(a) All correspondence given to the Eaorow Holder by the Training Ag-eement ParUes In aecordance with this clause 3 must be countersigned by both Training Agreement Pertles.

(b) Correspondence that Is not counteroigned by both Tllllnlng Agreement ParUea Is deemed ~valid. - I

I I !

(

4. IND&MNITY AND ISCROW HOLDER'S COSTS

4.1 Indemnity

The Training Agrlemanl Parties jointly and severally agree to indemnify and keep lndernnffled end hold harmless the Escrow Holder from and against alllonea, costs, fees, expenses (Including costs, fees and expenses of legal counsel), llabiiiUes, claims, acUons, dam~~t~es, sulls oF other charges Incurred by or assessed against the Escrow Holder for anything done or omitted to be done by the Escrow Holder In the performance of Its dulles under this document, except where resulting from the Escrow Holder's negligence or wilful misconduct.

The Tranlng Agreement Parties each confirm and agree that the Escrow Holder will be eoUUed to charge Its usual professional fees In connection with acting as the Escrow Holder and that such fees will be paid, in the Rrsllnstance, from any Interest eamed on the Escrow Deposit and then, to the extent the Interest Is lnsuff'tcient to meat such fees, by Salpem.

4.3 Subject to applicable Jaw

The Escrow Holder's obllgetlans under thl$ dooumenl are •obJect. to any. Inconsistent obligations It may have und4lr applicable laws, regulations or professions! conduct rules.

5. GENERAL

5.1 Governing law and jurfldlctJon

(a} This document Ia governed by the law In force In Western Auatrella.

(b) Each party submits to the non-exclusive jurisdiction of the court& exercising jurladlcllon In Western Australia, end any court that may hear appeals from any of those courts, for any proceedings In connection with this document, and waives any right it might have to claim that those courts are an Inconvenient forum.

S.2 Operation of thl• document

(a) SubJect to clause 5.2(b), this document contains the enUre at~reemant between the parties about Its subjecl metter. Any previous understanding, agreement, repreaentaUon or warranty relating to that subject matter Is replaced by this document and has no further effect.

(b) Any right that a person may have under this document Ia In addition to, and does not replace ~limit, any other right that the person may have at law or b1 equity.

(c) Any provision of this document which Is unenforceable or partly unenforceable Is, where poeslble, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect or this document.

5.3 Operation of Indemnities

(a) The Indemnity In clause 4.1 survives the expi'y or termination of this d.ocument.

(b) A party may recover a payment under an Indemnity In this document belen~ It makes the payment In respeot of which the Indemnity Is given.

lnorl Unkftown tlo~mont ptoJ*tY ume.

(

5.4 Amendment and uelgnment

(1) Thl• document can only be amended or replaced by another document signed by the pwtles. ·

(b) A party may only aulgn, declare atruat over or otherwise deal with Its right$ under this docum.,t wtth the written consent of each other party.

~.a CountWpe;te

This document may be executed In any number of counterparts all of which taken together conaUtute one and the same document.

!1.8 GMng effect to thla document

5.7

The .,.tJee must pranpQy do end perform all further acts and execute and deliver all ft.Jrther dcamenta required by law or reasonably requested by any other party to carry out and give full effect to the lnt.nt and p!MJ>ose of this docu_ment.

ex,.,. ..

Each of lhe Training Agreement Parties will bear and pay Its own expenses, Including legal fees, costa and dlsburaements Incurred by It In connection with the preparation, negotiation aooexecutli:in of this aoaJmerit an<fany·suMiiquenr conifent, agreement, approval, wall/er or amenctnent to thla documenl

5.8 Stamp Dutlea

Salpem wll pay all alamp dullea In connection with this documenl

5.9 Attom.ya

Each attorney who executes this document on beharr of a party declares that the attorney has no notice or any rawoatlon, suspension or variation of the power of attorney onder the authority at which the attomey exeo.~tes this document.

5.10 Notices

Any communication under or In connection with lhfa document:

(a) m·uat be In wn~;

(b) must be addressed as ahown below:

In the caee of UUA

NBille:

Address:

Fax no:


In the c.e of Salpem


Level 2, 366 Sussex St

Sydney NSW 2000

02·92«11 3481

Paddy Crumlin

National Secretary

(

. ···· ···-··--· · ---···· ···· · · ·

Name:

Addresa:

Salpem (Portugal) Comerclo Marltlmo

Manzles House Ground Floor

Fax no:

640 MLI'ray Street

West Perth, WA 6005

+61.8.948&.8624

For the attention of: Danllo Codazzl, Branch Manager

In the case of lhe Eserow Holder

Name: Blake Dawson Address: Level 32, Exchange Plaza


Fax no: + 61 8 9366 8111

For the attention of; Mr David Parker, Partner

(or aa otherwise notified by that party to the other parties from time to Ume):

(c) m'--t be algned by the party making the communlcaUon or (on ita behalf) by the solicitor tor, or by any attorney, director, secretary, or authorised agent of, that patly;

(d) must be delivered or posted by prepaid poat to the addreaa, or sent by fax to the number, of the addressee, In aocord811ce wtth dause 6.1 O(b): and

(e) wlll be deemed to be received by the addressee:

(i) Qn the case of prepaid post) on the third Business Day after the date of posting to an address within Australia, and on the seventh Business Day after the data of posting to an address outside Australia;

{II) (In the case of fax) at the local lime (In the place of receipt of that fax) which then equates to the lime at which that fax Is sent as shown on the transmission report which Is produced by the machine from which lhat fax Is "sent and whfch conflilni frailsmlSsfciri Of that fiiX In liS enllfery, Oriless that local tlme Ia a non Buslneaa Day, or Is •fter 5.00 pm (local time) on a Busln&as Day, when that communication will be deemed to be received at 9.00 am (local tille) on the next Bua~esa Day; and

(Ill) (In the case of delivery by hand) on delivery at the acldreee of the acjdreaaea as provided In clause 5.10(b}, unless that deRvery Is made on a non Business Day, or after 5.00 pm (local time} on a Business Day, when thst communlcaUon will be deemed to be received at 9.00 am (Jocsl lime) on the next Bualnen Day.

5.11 GST p•yableln addHJon to conalderatlon

In addition to paying or providing the conalderation (which Is exclusive of GST), the recipient must

(a) pay to the supplier an amount equal to any GST for which the supplier Is liable on eny supply by the supplier under or In connection with this document, without deduction or set-off of any other amount; and

.,nil! UnknCIWII tloaml_,l prop.riJ - · 9

(b) make that payment as and when the consideration or part of H must be peld or provkled, except that the recipient need not pay unless the recipient has received a tax Invoice (or an adjustment note) for that supply.

5.12 Adjustment.

The supplier muat refund to the recipient any overpayment by the recipient tor GST, but the supplier need not refund to the r.eclplent any amount tor .GST paid to l.he Comml~~loner ~f Texatlon unr... the euppller Is entJUed to a refund or credit of that amount.

5.13 GST on elalma and expenaes

(e) If e party provides a payment for or any sallsfacUon of a claim or a right to claim under or In connec:tion with this document (for example, for misleading or deceptive condUct or for misrepresentation or for indemnity or for reimbursement of any expense) which gives rise to a ffabfllly for GST, the provider must pay, and lndemnlry the claimant against the amount of that GST.

(b) If a party hn a dalm under or In connecUon with lhls document tor a cost on which that ~y muet pey an amount for GST, the claim Is for lhe cost plus lhe amount for GST (except any amount tor GST for which that party Is enllUed to an Input tax aedlt}.

(c} If a party has a claim under or In connection with this document whose amount depends on actual or estimated revenue or which Is for a loss of revenue, revenue must be calculated without Including any amount received or receivable as relmburaement tor GST (whether that amount Is separate or Included as part of a larger amount).

lrrorf Unlulown doc:umllfll ptopo<ty n-. 10

(

EXECUTED as a deed.

EXECUTED by THE MARITIME UNION OF

AUST~L~~ Slgnaklre of Nallanal Sacretary

"\1.::...oo...'\-'> l c.. C\1-.v""" 1.- ,.~ Name

SIGNED on behalf of Blake Daw•on, In the presence of:

CX\~ONr r_ PoucT\1 .Name

Slgnalule of NaUonal Preeldlng Ollloer

Name

Name

s.tpem <Portua.l) Conrdo Mlltlmo ~·~IPESSOA!.. ~

ComPIIny'$ Secretuy Glusepp~·

__.-·- .c.:.::..-~ _,. .. ·· ~~ ---. Stgnall¥e ----;V1\) ?fl..&Y L.~\'1~~-=-fL

Name

DC-5 ~ /-1 /< - JJ~. L{ /q c/Vl.f' ~~·"-.e J

"\ ,rC..: /) ' "9

Saipem (Portugal) Comercio Maritimo o ~ ~ -z_oo, - ~ <oL

Soipem (Portugal) Comerclo Morllimo, su. LOA. (incorpora ted in Portugal with limited liability) ABN 25 1 00 388 458 Menzies House, Gro und Floor 640 Murray Street Wesi Perth, WA 6005 Te l: +61894290199 Fox: +61 8 9486 8624

Ref: SAIA-ACC-067L

Date: 02 February 2009

To: Blake Dawson Level 32, Exchange Plaza, 2 The Esplanade Perth, W.A. 6000

Att: MR. David Parker - Partner

Dear David,

Subject: Escrow Deed between Saipem (Portugal), Maritime Union of Australia and Blake Dawson

• Eni

Enclosed please find a cheque no. 102512 for A$. 500,000.00 drawn in favour of Blake Dawson Trust Account towards the Escrow deposit first installment payment in accorance with 2.2.of the Excrow Deed.

Please acknowledge the receipt.

Finance Manager.

Encl.: As above

DC-6 Chamizo, Emma 8070

From: Parker, David 8019 Sent: To:

Tuesday, 3 February 2009 6:36 PM 'BRAHAMANANDAM Srinivas'; 'LEGRAND Antoine'

Cc: Subject:

Sensitivity:

Dear Vas

Power Miriam 8741 MIRP; Mallett, Melanie 8748; 'Di Giorgi Fabio' RE: Escrow fund - f irst payment

Confidential

I confirm receipt of the cheque earlier today. We will deposit this in our trust account in accordance with the escrow deed.

Kind regards David

David Parker Partner Blake Dawson

T 61 8 9366 8019 F 61 8 9366 8111

~a-akedawson.com www.blakedawson.com

2 The Esplanade Perth WA 6000 Australia D.X 169 Perth

From: BRAHAMANANDAM Srinivas [mailto:Srinjvas.B@[email protected]] Sent: Monday, 2 February 2009 4:13PM To: LEGRAND Antoine Cc: Parker David 8019 DFP; Power Miriam 8741 MIRP; Mallett Melanie 8748 MELM; Di Giorgi Fabio Subject: RE: Escrow fund - first payment

Hi David,

We will be forwarding the check to your attention by courier tomorrow.

Please confirm receipt.

Regards Vas

From: LEGRAND Antoine Sent: Monday, 2 February 2009 14:33 To: BRAHAMANANDAM Srinivas Cc: 'David [email protected]'; '[email protected]'; '[email protected]'; Di Giorgi Fabio Subject: Escrow fund - first payment

Vas,



Antoine Legrand Project HR/IR Manager HRIT Saipem(P)CM -Australian Branch

Menzies Houst>, Ground Floor, 640 Murray Street West Perth WA 6005 - Australia

Tel: +61.(0).18~94 • .• 29~0~.1~5~9~~ t--1obi le: +61.!1!! antolne.!eq@nO®sa!pem.enr.tt

**************************************************************************************~

CONFIDENTIALITY NOTICE This e-mail and any attachment are confidential and may be privileged or otherwise protected from disclosun is solely intended for the person(s) named above. I f you are not the intended recipient, any reading, use, disclosure, copying or distribution of all or parts of this e-mail or associated attachments is strictly prohibited you are not an intended recipient, please notify the sender Immediately by replying to this message or by telephone and delete this e-mail and any attachments permanently from your system.

2

Australia Branch Level6 220 St Georges Terrace Perth WA 6000

DC-7 _____

~HIP~IM (Portugal)

PAYMENT VOUCHER

D CASH [9--BANK

PV. NO. \03

REG. DATE

PAvro: Blqk J&;...vD~OY) Tevt~ ~w DATE PAID ... ~:t.l. t?.:.I.P..~ ............................ .

BANI< .... ..... J~ . .f~ .12.. (_ ........ ........ ............ ......... .

AUD S" C.:. 0 10C C /- I l c ,.. ',-) CHO.N0 .... ........... ~ .. '::': .. ... -:':7": . •• •• •• •••••• .• •• •••••••• ••••

n 1~0 ....... ....... ...... .................. ..... ........... ........ .

ITEM DESCRIPTION

1 ~()~ ...... . 1- , c(,.. ~ r. J ,_ -2

3 v 4

l 5

REGISTRATION GENERAL ACCOUNTING

ITEM D/C NUMBER GENERAL AJC NOMINAL CODE AMOUNT {AUD)

1 D I o l -:f..:>-":1 ~o- /, ~ ;)_..;.62- I I I 2 E I 3 B I I 4 I I 5 T ~' I I 1 c I :2 '2-c ::ll I B H. s f3 C!!J/<\Y\

,, 5 ojo c 0 0 I\ ' -

R L-.7""'~% ~ ·,

I I 2 .• E AJY ~(.,'v ./ "" / I I 3 / D

4 I ~\\ - ~/--- I -

5 T I '\. \'v' /" \. /

TOTAL (AUO)

REGISTRATION COST CENTRE ITEM NUMBER JOB NO. WBSNO.

AMOUNT (AUD)

1 I I 2 ltPoi~.P,..._T c:1s- I 3

4

5

APPROVED BY RECEIVED THE ABOVE AMOUNT

CHECK 0 BY

... ·. J! _ t '"'

8 ~ ·-.

.1\l:lstralia Branch .Level 6 220 St Georges Terrace Perth WA 6000

~HIP~Ifilil (Portugal) '

PV. NO. \ (

. -:;1. _;.:.._)

, PAYMENT VOUCHER REG. DATE

D CASH [913ANK

PAY TO: j -_,1_ ,j c, 1\:' '-' -v' , (\

- \ l I • 1-::. 1 • , ,-, '

,....... . I I-:::· I(' :' DATE PAID ......... : ....... :. ... 1.; .. ~ ................ ....... .. .... .

BANK ..... ...... : .. . :-.. ..... r ............. ..................... ...... ..

CHO.NO .... .. ... ........ ~ .............. ........ .................... ..

I ... UD TT NO ....... ........................ ........... .... .............. .

ITEM DESCRIPTION

1 - u. ' , ' -•1

2 l I

3 \

(

\ Y.t (5


ITEM DIG NUMBER GENERAL AIC NOMINAL CODE AMOUNT (AUD)

1 D / - I I I I I -. r -'-

2 E I 3 B I I I I 4 I I I 5 T I I I 1 c ) ,..~ "/ - c I 0., J r !. (3. r: (;:J I Sic u c!c l~ 2 A I I

E I I I I I I 3 D

I I I I I 4 I -

l I I I ' 5 T k :\ .d£' "

TO~~ 1/ ~ ll 'f\ I I ~~~

/ \)/ <','v / /

REGISTRATION COSTCENTRE _£~ ,..._ \,)" / / AMOUNT (AUD) ITEM NUMBER JOB NO. ~as '!Ito.' ;; /l /

1 '\5~v/-l/ I I 2 11 P<.: r?. ,J,~'K"v:(; I 3

4

5

BY APPROVED BY RECEIVED THE ABOVE AMOUNT

I

Soipem {Portugal) Comerclo Morillmo, SU, LOA, (Incorporated In Portugal with limned liability) ABN 25 I 00 388 458 Menzies House, Ground Floor 640 Murray Street West Perth. WA 6005 1el: +61 8 9429 0199 Fox: +61 8 9486 8624

Ref: SAIA-ACC-067L

Date: 02 Febmary 2009

To: Blake Dawson Level 32, Exchange Plaza, 2 The Esplanade Perth, W.A. '6000

Att: MR. David Parker - Partner

Subject : Escrow Deed between Saipem (Portugal). Maritime Union of Australia and Blake Dawson

Dear David,

Enclosed please find a cheque no. 102512 for A$. 500,000.00 drawn in favour of Blake Dawson Trust Account towards the Escrow deposit first installment payment in accorance with 2.2.of the Excrow Deed.


Encl. : As above

(

HSBC Bank Australia Limited 188-190 ST GEORGES TERRACE PERTH WA Pay 'B l C\ ke_ b O...W SaY\ l ~ t frc..ccrv.. vJ-

SAI PEM (PORTUGAL) COMERCIO MARITIMOSOCIEDADE UNIPESSOAL.LDA ACN 00 100 3Be 458

!--::; P,1>~: Only

·-- Dalt 0 i ) I ::k I 0 0

$ 5 fJO , 0cs-oj-

Draft4 28 November 2008

Escrow Deed


Saipem (Portugal) Comerclo Maritlmo ABN 251003118458

Blake Dawson ABN 75 30.<1 286 095

Blake Dawson l..cYd32.~1'1>n 2TME~"Cfe POfftftYIA GG:IQ ,.,....,.,.. T 0\ ll"l$S8COO f 15111316GI1H

lloiOIOt>CO t'rf'P()O...:Z;I)(It·-'202

c::e•. o~"~

Escrow Deed

DATE

PARTIES

200P.

The MnriUmc Unfcm or llu~trnffo (M LIA)

Snlpom (Portuonl) Comr.rcfn Moritimo ABN 25100308458

B loke Dowson of LaiiCl 32. E>er:hanor Plru:.a, 2 The Esplanade, Perth WA 6000 (Escrow Hok!P.r)

RECITALS

A. Safpem has agreecl to make a contrlbutron 10{ lhtt purposes of provkfing nlning and raclliUes directly relate.d to the provision o: lrolnino lo MariUme Employees.

B. The funding Is to bo provided by Salpem paying the Flrsl Instalment and lhe Second lnst.olmenl on the Ierma and condiUons ~e: out below


1. INTERPRETATION

1.1 Defln1Uon3

Tho following definltlonR apply In t hl~ dncumonL

Account means the Bt.1ko Dawson TruSt Aca~unt with ANZ in which the Escrow Deposit Is to be held on depesll

Blncktlp Proji!Cl means lho gas riQJd loented In permit WA-279-P In the Bonaparte Gull, approximately 110km offshoce Wa<lf!ye, Nonhem Territory, In about 52m (LAll of water. The field will be devetopcd' wllh an un-manned offshore ~II heed platform, a subsea pipeline bringing the nul~~$ to 3hore et Yclcherr Bear.h and an onshore gas processing plant near Wadcye

Bualn•u Dny means any dny (other lhnn " Saturday, Sund:~y or public holld1y) on which bonks are generally open for bu~iness ln Perth. Wesrem Australia.

Cut·Of1 D:rto moans (31 AIIQU$1 2009], or such Ialor dale as the Training Agreement Parties agreo wlllcl1 date Ute Trsinlng Agreement Parties wnt as &OOn as prac1Jcable notJ(y In wriling 10 the Escrow Holder

Escrow Cnnrliriono mnan~ lh!! condHions set out in clause 3.1 .

Eacrow Ocpo~lt means lho tolal or ltle Finlt lnslalment and the Second lnsllllmenl dnposlted tnlo the Account In l'r.ccrdance wllh clause 2.2.

2.2

3.

3 .1

Payment of the First Instalment and Second Instalment

(a) Wrthin 5 Business Days of the date of execution of this document. Saipem must deposit I he First Instalment into the Account in cleared funds.

(b) Wrthin 5 Business Days of Blacktip Completion. Saipem must deposit the Second Instalment as follows:

(I)

(iQ

if et the time ror payment or lhe Second Instalment, the Escrow Depos~ has been delivered in accordance with clause 3.2 or clause 3.3, Salpem must deliver the Second Instalment In the same manner and to the ssme recipient as the Escrow Holder delivered the Escrow Deposit; or

otherwi•e. into the Account in cleared funds.

ESCROW CONDITIONS AND RELEASE OF ESCROW

Escrow CondiUons

The parties agree that llu• ESCfow Deposit wm be epp&ed solely and exclusively to make payments strictly In accordance with the terms of this document The Escnow Holder must not release the Escrow Deposllexceptln aa;ol'dBnce with this dause 3.

3.2 Rel!!asc of Escrow Deposit

(a)

(b)

(c)

Wllhln 5 Business Days of establishment o( the Industry Training Fund the Training Agn!8ment Pertict must ·eaeh provida wrllten ·notice to the Escrow Holder to release the Esaow ~it to ttle lndlRtly Tl'lllnlng Fund. The notice must include detans of the bank account of lhe lndlll1!'f•Train1ng Fund.

\Mihln 3 Business Days ol receiving notice from both of lhe Trnlnlng Agreement Parties In acc:ci«!llll?l with clause 3.2(a). the Escrow Holder must deliver the Escrow Deposit. logllther w11h (subject to clause 4.2) Interest accrued on !hat amoun~-to the lndustty, Tlllinlng"Fund by payfng such amount in cleared funds to the b1nk account specified In the notice.

Unless the E scrow. Deposit has been delivered in accordance with clause 3 .2(b) or clause 3.3, !lien wiu'iln . 5 Business Days of satisfaction of all of the following conditions. the Tralrilng- Agreement Pa~ must provide written notice to lhe .escrow Hollfer conftrmlng the !ollowl~~:i5'ncil1" have been satisfted:

Q). after undertaking ~II ~~~~ e actions, adoption of a new company conttitu (b~ L, ~~ rm agreed by the Training "Ag-nt Pertles 1n'91 otllibty, con · g temns that

(A) restrict METL's :5· n~~ p ·~of tra ining and facmties ilirectly related to e Ptovbki~ aritime Employees;

(B) require regular lndepa ~'\:dltl~tg~~{r:· ~e: (C) restrict funds being dis ttute<t. to~_.)! . ~embers in any

circumstances: and \_ ~6/ (D) provide for equal repreHntati~ on the ard of METL or MUA

ncmlnated directors and dirac);;~ ,.A I Mll•fy tha lests In dause 3.2(c)(H)(A) to 3.2(c)(H)(C) (lril!lustve): and

E' '"'' Unt:nown do<ument proptf fY namo. EtrOtl Unknown ctocum-ml ptopctty name.

3.3

3.4

-(li) the resignation of tv1o MUA nominee foundation directors from the board or

METL and the :1ppolntmcnt of two additional directors to the board or METL that are:

(A)

(B)

(C)

familar with an<! able to represent the interests of participants in the mRritimt~J lndu~;try,

indP.pendent of the Training Agreement Panies; and

whose appointment is consented to in writing by the Training Agreement Parties. such r.onsent not to be unreasonably withheld or delayed

cut-orr Dare

(a) If the E.scrow Holder hes not received a notice under clause 3.2(a) by ctose of bualnes~ on lhe Cui..Oif Dale. then wltllotit the necessity for any further aulhorl~aUon from or con~ont by any party, the Eaemw Holder muat immediately deliver the Escrow D<>posil, logelhor wllh (sublect to ciSiJM ~.2) Interest accrued on that amount, to:

(I) If the Escrow Holder has received a notice under r.tause 3.2(c) by close of business on the Cut-Off Date, ·METL by paying such amount In cleared funds to the fnllowing bank account:

Maritime Mining Power - CrP.d~ Union 365 375 Sussex Street Sydne1• NSW 2000

Branch/BSB. Name of Account Holder: Account Number:

Sussex Sl Branch I 602-884 Maritime Employees Training ltd; 46166; or

(il) otherwise.

if the Training Agreement Parties have not notified the Escrow Holder of an agreed training iund "In accordance with clause Error! Rolercnce soun:e not founrl ., th~ University of Tasmania.

(b) Any amount dellvrued In llecotdnnco with dauae 3.3(a) will be deUvcred with lnatrucuons -that tho fundi arc to ba ul!Cd solely for the purpose of providing ttalnlng ()( tocnl8es dh~ctly relAted to tho provision or training to Morltlmc Employees. The Tmlntng Agreement Parties egroe thai It Is llle MUA's responsib8Hy to ens urn lhattha lund~ ore used In this manner.

Correspondence to tho Escrow Holdr.r

(a) All correspondence given to the E~row Holder by the Training Agreement Panics in accordance with U1is clause 3 must be countersigned by both Training Agrf'ement Parties.

(b) Correspondence that is not caunlersigned by both Training Agreement Parnes is deemed invalid.

Eucwl Unknown documcnl ntoPC!ltV mm•. Ertorl Unkn wm doeumtnt ptol)mty Mmo.

5.11

(c)

(d)

Name:

Address:

Fax no:


-

Saipem (Portugal) Cornercio Maritima

Manzies House Ground Floor

640 Murray Street

West Perth, WA 6005

+61.8.9406.8624

Danilo Codazzl. Branch Manager


Name: Blake Dawson Address: Lever 32, Exchange Plaza

2 The Esplanade; .Pertn. WA 6000

Fax no: +61893668111


(or as otherwise notified by th~,t par:ty to tHe !)!her parties from time to time);

must be signed by the party maklng' the, tommunication or (on its behalf) by the solicitor for, or by any attorney; dlredor,_secretary, or authorised agent of, that party;

must be detl~~ered or' posted: by prepaid f,ost to the address, or sent by lax to the number, of the adaresse&.: rn· acCcrdari·c~-with clause 5.10(b); and

(e) wfll be deemed to be recelv~ cby_lh~ addressee:

(i) (in tile case or prepaid peat) on the third Business Day after the date of posting to an •ddreu within Australia, and on the seventh Business Day after the dale.ot posting to en address outside Austrolia;

0 : .... 'Mo o • '• 00

(il) '(in the. c;ise ;ot .. fax): at:lhe local time (in the place of receipt of that tax) -~~'~p'~ulileil:.to· the time at which that fax Is sent as ohown on the trah'smiSslon 'report which Is produced by the machine from which that fax

! ·:' _-~;:~seni"and whiCh confirm• transmission ~f that fax In its entirety, unless '·t~at,!Oca l time·ts lf•rion Business Day, or 1s after 5.00 pm (local lime) on a BiiSiilliss~;pay, when that com nlcatlon will be deemed to be received at 9.00 "iihi"(!<)taJ tim~) on tha e B ness Day; and

(IH) ("Ill the ease of e~delivery at the address of the adi:!te.-iee ea Pf'Cl ~rf ~ se 5. nleas that delivery is made on a non Sulllness o'x, or aMt 5.00 £m e) on a Business Day, when that cOmmunlca~~m 'b~ee!Md to ~Ire lved at 9.00 am (local time) on the next Business Day. 0...<' '\ ~

' ' /"l / GST payable in addition to consideration '"~ \

In addition to paying or providing the ~~side ion (l~i:h ~ 11 ~vc of GST), the recipient must , ., /

~ .-:· (a) pay to the supplier qn amount equal to any\ GST or wlli;l'l the supplier is liable on

any supply by the supplier under or in co~nec1ion lth this documen~ without deduction or set-orr of any other amount: and

(b) make that payment as and when the consideration or part of ~ must be paid or provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for lhat supply.

5.12 Adjustments

The supplier must refund to tile recipient any overpayment by the recipient for GST, buf the supplier need not refund to lhe recipient any amount for GST paid to the Commissioner of Taxation unless the supplier Is entitled to a refund or credit of that amounl


(a)

(b)

(c)

If e party pro\•den a poymenl for or My sniiAfaction of a claim or a right to claim under or in connection with this document "(for exempfe, for misleading or deceptive conduct or for mlsrepreaenla30!1 or for Indemnity or tor reimbursement of any expense) which gives rfsa to a llab111ty. f~r GST. the provider must pay, and Indemnify the claimant aQalnst Um amount of !hat GST.

If a party has a claim under or In connection with lhts document for a cost on which that party must pny en t~mount for GST, the claim It fo~ . the cost plus lhe amount for GST (except en1• amount lor GSi lor which that p~rty Is enUUed to an input tax credit).

If a party has a cllum under or In connection with !his document whose amount depend' en actual or esUmated revenue or which is for a foss of revenue, revenue must bQ calculated without Including uny amount received or receivable as reimbursement for GST (whether that nmountls separate or included es pert of a larger amount).

En od Unlmown6octmutnl ptoperfl' rame 10

--- ----- . ------- -------·- ------· ··- ----------- ·------

Escrow Deed


Saipem (Portugal) Comerclo Maritima ABN 25100388458


Blake Dawson Level 32, Exchange Plaza 2 The Esplanade Perth WA 0000 Ausltalla T 61 89388 6000 F 61 89386 8111

Rorerence OFP OS-2001-9202

Gelako Dawson 2000

Escrow Deposit means, at the relevant time, U1e total amount that has been deposited Into the Account at that lime, In accordance with clause 2.2 (which, for the avoidance of doubt, will either be the First Instalment only, or, If Salpem has deposited the Second Instalment Into lhe Account at that time, the total of the Firs! Instalment and th& Second Instalment).

First Instalment means the amount of $500,000 to be paid by Salpem In accordance with clause .2.2(a).


(a) a government or government department or other body;

(b) a governmental, semi-governmental or judicial person Including a statutory corporation; or

(c) a person (whether autonomous or not) who Is charged with the administration of a law.

GST means:

(e) the same as In the GST Law;

{b) any other goods arid services lax, or any Tax applylrrg· to this transaction ·In a similar way; and

{c) any additional tax, penalty tax, flne, Interest or other charge under a Jaw for such a Tax.

GST Law means the same as "GST law" means In the A New Tax System (Goods and Services Tax) Act 1999 (Cth}. . . Industry Training Fund means an Industry fund, arrangement or entity established for the purpose of providing training and facilities directly related to the provision of training to Maritime Employees which Is agreed between the MUA and the Maritime Employers, ancl may Include METL (as presently constituted or otherwise} If that Is the Industry fund, arrangement or entity agreed between the MUA and the Maritime Employers.

Marltlme Employees means a person employed In Australia as a maritime employee or a waterside worker as those terms are deflned under the Workplace Relations Act 1996 (Cih).

Maritime Employers means the maJority of significant employers of Marltime Employees In Australia (or the representative or representatives of such employers).


METL Restructuring Conditions means the conditions sal out clause 3.2(c).

Second ln:.talmsnt means the amount of $500,000 to be paid by Saipem in accordance with clause 2.2(b ).

Taxes means a tax, levy, duty, charge, deduction or withholding, however It Is described, that Is Imposed by law or by a Government Agency, together with any related tnterest, penalty, flne or other charge.

Training Agreement Parties means MUA and Salpem.

Etrorl UnknoiYn documonl property n~.ma, 3

I I l

I !

I I I

I

(

(



{a} Within 5 Business Days of the date of execution of this document, SalpeTl) must deposit !he Firs! Instalment Into the Account In cleared funds.

(b) Within 5 Bt..islness Days of Blackllp Completion, Salpem must deposit the Second Instalment as follows:

(I) if at !he lime for payment of !he Second Instalment, !he Escrow DeposJt has been delivered in eccordancs with clause 3.2 or dause 3.3, Salpem must deliver the Second Instalment In the same manner and to the same recipient as the Escrow Holder delivered the Escrow Deposit; or

(II) otherwise, into the Account In cleared fJnds.



The pariles agree ·that the Escrow 6eposli wlil be applied' soiely arid exciUsrvely: to m·ake · -payments strictly in accordance with the terms of this document. The Escrow Holder must not release the Escrow Deposit except In accordance with this clause 3.

3,2 Release of Escrow Deposit

(a} If the Industry Training Fund Is agreed and established before the Cut-Off Date:

(i) WHhln 5 Business Days of U1e Industry Training Fund being agreed and established the Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to the Industry Training Fund, which notice must Include details of the bank account of the Industry Training Fund; and

(II} Within 3 Business Days of receiving notice from both of the Training Agreement Parties In accordance with clause 3.2(a}(l), the Escrow Holder must deliver the Escrow ·Deposit, l~gether W!fh (subject to clause 4.2} Interest accrued on that amount, to the Industry Training FLmd by paying such amount In cleared funds to the bank account specified In the notice.

(b) If the Industry Tralnlng Fund is not agreed end established before the Cut-Off Date and the METL Restructuring Conditions have been satisfied:

(Q Within 5 Business Days of the Cut-Off Date lhe Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to METL; and

(U) Will}ln 3 Business Days of receiving notice from both of the Training Agreement Par-ties In accordance with clause 3.2(b )(1), the Escrow Holder must dellver the Escrow Deposl~ together with (subject to clause4.2) Interest accrued on lhal amount, to METL by paying such amount In cleared funds to the following bank account:

Marltlme Mining Power- Credit Union 365 376 Sussex Street Sydney NSW 2000

Errorl Unknown docwnont propsrty name. 5


4.1 Indemnity

The Training Agreement Parties jointly and severafiy agree to Indemnify and keep Indemnified and hold harmless the Escrow Holder (rom end against all losses, costs, fees, expenses (Including costs, fees and expenses of legal counsel), liabililles, claims, actions, damat~es, ~ulls or- other charg& Incurred by or assessed against the Escrow Holder for anything done or omifted to b£1 done by the Escrow Holder In the performance of lis dulle~ under lhis document, except where re"sulllng from the Escrow Holder's negligence or Wilful misconduct.

4.2 Costs

The Training Agreement Par!les each conilrm and agree that the Escrow Holder will be enllUed to charge Its usual prof6SSional fees In conne:ctlon with acting as the Escrow Holder and that such fees wlll be paid, In lhe first Instance, trom any Interest earned on lhe Escrow Deposit and then, to the extent !.he Interest Is insufficient to meet such fees, by Salpem.

4.3 Subject to applicable Jaw

ll1e Escrow Holder's obHgatlens under· thls- ·dacumenl are ~ubject to any inconsistent obligations It may have under applicable laws, regulations or professional conduct rules.

5. GENERAL

5.1 Governing law and Jurisdiction

(a) This document Is governed by the law In force In Western Australia.

(b) Eacll party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction In Western Australia, and any court that may hear appeals from any of those courts, for any proceedings In connestlon wtlh this document, and waives any right It might have to claim that !hose courts are :an Inconvenient forum.


(a) Subject to clause 5.2(b}, this document contains lhe enUre agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to thai subject matter Is replaced by this document and has no further effect.

(b) Any right that a person may have under this document Is In addition to, and does not replace or limit, any other right that the person may have at law or In equity.

(c) Any provision of this document which Is unenforceable or partly unenforceable fs, where pooslbla, lo be severed t.o lhe extent necessary to make this document enforceable, unless this would materially change fhe intended effect of this document.

5.3 Operation of Indemnities

(a) The Indemnity in clause 4.1 survives the expiry or termination of this d.ocument.

(b) A party may recover a payment under an Indemnity In this document before It makes the payment In respect of which the indemnity Is given.

Er1orl Unknown documenl p1operty name. 7

I

I I

I

(

- ,._ _ _ __ 4 _ _ _ _ .._ _ - ·- -·- · · ··· -· ···· ·-·-- · -- - - · - - ..

Name: Salpem (Portugal) Comerclo Maritima

Address: Manzles House Ground Floor

Fax no:

640 Murray Street

West Perth, WP. 6005

+61.8.9486.8624

For the attention of: Danllo Codazzi, Branch Manager




Fax no: +61893668111



(c) must be signed by the party making lhe communlcatlon or (on its behalf) by the solicitor for, or by any attorney, director, secretary, or authorised agent of, that party;

(d) must be delivered or posted by prepaid post to the address, or sent by fax to the number, of the addressee, In accordance with clause 6.10(b); and

(e) wm be deemed to be received by the addressee:

(i) (in lhe case of prepaid post)· on the third Business Day after the date of posting to an address within Australia, and on the seventh Business Day after the date. of posting to an address outside Australia;

(li) (in lhe case of tax) at the focal lime (In the place of receipt of thai fax) which then equates to the lime at which that fax Is senl as shown on the transmission report which Is produced by the machine from which that rex Is -serii and which coiifhmi fransmTss!On of lliat fax Tri Its entl~ry, Unless that local lime Is a non Business Day, or Is after 5.00 pm (local Uma) on a Business Day, when that communicatlon will be deemed to be received at 9.00 am (local time) on the next Business Day; and

(Ill) (In the case or delivery by hand) on delivery at the address of the addressee as provided In clause 6.10(b), unless that deDvery Is made on a non Business Day, or after 5.00 pm (focal time) on a Business Day, when that communication will be deemed to be received at 9.00 am (local time) on the next Business Day.

5.11 GST payable In addition to consideration

In addition to paying or providing the consideration (which Is exclusive of GST), the recipient must:

(a) pay to the supplier an amount equal to any GST for which the supplier Is liable on any supply by the supplier under or In connecHon with this document, without deduction or set-off of any other amount; and

Error! Unknown documonl properly name. 9 I I

(

(

EXECUTED as a deed.

EXECUTED by THE MARITIME UNION OF AUSTRALIA: ~

(~~ SIQI1ature of NaUroal Secretary

'£r.>...oo..'f-".., c.. G~...~..,.... ~. ._ ,,.) Namo

AIPEM (Portugal}

~J

f:l'i ... ~ SOCIEDAOE UNIPESSOAI., LOA.

G6nerliJ W/CnBgrJr Roberio Biondi

SIGNED on behalf of Blake Dawson, In the presence of:

Signature of witness

C\-\f\0-N v: r... PoL~T\t ·Nams

Slgnalur6 of NaUonal Presiding Officer

Name

Name

Safpem (Portug1J) Comarcio MaJttimo SOCJEDADE UNIPESSOAL.LDA.

Signa lure

Company's Secretary Glusep~~·

,c::-_: ~ ~~ ---.

;M\) t£tfl L-0rt eJ.h~!L Name

Euorl Unkn,...n docum•nt propertv nama. 11

Australia Branch Level 6 220 St Georges Terrace Perth WA 6000

DC-8 ------......

~~iiiP~Ififil (Portugal)

PAYMENT VOUCHER

PV. NO.

\:l.~

REG. DATE

PAY TO: \j \0. kx_ ~CAw.r (/Vl -h\A.t.. ~ t\ C.t-D\.·\Y'~- DATE PAID ....... :?..~ .~.~.::1 .. t~.j .... ........ ............ .. BAI'III< ........... H.~.f..:?..S .................................. .. .

I CHO.f\JO ...... J..~~.?.:.~.~--~ ................................ . n hiO ...................................... .............. ......... . AUD 5 c.. '0, oooj-

ITEM DESCRIPTION

1 )..J_ J To A.J\t. r JJ. - ,..,../ I "" ..... 2 I (!

~

3

4

5


ITEM D/C NUMBER GENERALA/C I NOMINAL CODE AMOUNT (AUD)

1 0 ' b ::L:l-3£3 I 5 O jo 00 0 +-

2 E . ~\ I 3 8 , ,.~v I I 4 I VJ\..J I I 5 T \ I I 1 c \ :l- ';2,_0 I I 5 0 c c.;, 0 0 --2 R I

E I 3 0

4 I I I I I -

5 T I

~yJ r:; N . !\~ I

!?""' y--· ~ \\'- \\ 1\

ITEM REGISTRATION COST CENTR~ \\ r, \\)\.. ' ··CJ~ AMOUNT (AUD) NUMBER JOB NO. \\was bJO: --

1\ -?E:~~ 1-"" I 1 .q (:,q ~~

\_...--"'"

2

3 I 4

5


~1

~t;·

~:Australia Branch Level6 220 St Georges Terrace Perth WA 6000

PAY TO:

AUD

IT EM

1 ' _c _._

2

3

14

5

REGISTRATION

ITEM D/C NUMBER

__]_ 0 ,

•.. 2 E

' . . '

3 B :\ 4 I .

- -" 5 T I 1 c

2 R

E 3

- D 4

I -I 5 T

REGISTRATION ITEM NUMBER

1

2

3

4

5

~!REPA.RED BY

I I .

CHECKED BY

'

~UIP~Im (~9rtuga1) PAYMENT VOUCHER

PV. NO.

REG. DATE

D CASH E2(BANK

DATE PAID ................ :. :~:: . ..'. ~ ..... .... .......... ........... .

5ANI< ... .......... .... ............ ..... .............. ................ .

CHQ.NO ...... ....... .. .................. ............... .... ...... ..

TI NO . ..... ... ...................... ... ......................... ) I DESCRIPTION

GENERAL ACCOUNTING

GENERALAJC NOMINAL CODE AMOUNT (AUD)

- , -: L. r:.. C t 1~ I') --I I

I I . - ~ ,

I I

I I I TOTAL (AUD) I I I

COST CENTRE

JOB NO. WBS NO. AMOUNT (AUD)

r

~ I ~

~{S; ./ K\ I I

~ ~ ~x~ \ \' } 1\

\~1 co l.l" - i/ _..1

v ....- / / ....-

\ j"'-~ v ...-- /

~


? / I

~/ ;/ (_ PI I

CODAZZI Danilo

From: LEGRAND Antoine

Sent:

To: Friday, April24, 2009 11:40 AM

CODAZZI Danilo

Cc: Di Giorgi Fabio

Subject: RE: Escrow fund - first payment

Attachments: SIGNED ESCROW DEED - MUA and SAIPEM.PDF

Danilo,

Next week, as per the attached, please proceed with tile payment of the second sum (500'000 AUD) to tile mentioned Escrow fund.

Thank you.


Antoine Legrand Tel: +61. 0 894. 290.159 MoblleJillliillilillill. HRIT Sa•pem P CM - Australian Branch

From: LEGRAND Antoine Sent: Monday, February 02, 2009 2:33PM To: BRAHAMANANDAM Srinivas Cc: '[email protected]'; '[email protected]'; '[email protected]'; Di Giorgi Fabio Subject: Escrow fund - first payment

Vas,



Antoine Legrand Project HR/IR Manager HRIT Saipem{P)CM - Australian Branch

Menzies House, Ground Floor, 640 Murray Street West Perth WA 6005 -Aust ra lia Tel: +61 .159 Mobile:

it

4/29/2009

HSBC Bank Australia Limited 188-190 ST GEORGES TERRACE PERTH WA 1\

Pay 'B\o ~ tJC\u.)~G'n \r-ov.d

·~ \' I • I I I 'l ! th< sum e>f ~(J \0.'1 \-, , I... • ,I• •J.[) -,_,...£. ,. • (·--ti, 1 v...t.'.

y

SAIPEM (PORTUGAL) COMERCIO MARITIMOSOCIEDADE UNIPESSOAL,LDA ACN 00 100 388 458

$ Soc,ooo/-

(

--- ---- ------- - -----·~-· ----------··----

Escrow Deed

The Maritims Union of Australia

Saipem (P01iugal) Comerclo Maritime ABN 25100388458


Blake Dawson Lewl32, Exchange Pla<.a 2 The Esplanade Perth WA 0000 Ausltllla T 61893668000 F 6189366 8111

Referanco DFP tKI-2001-9202

~Blake Dawson 2008

(

205991350_1

.. -- · -------

Escrow Deed

DATE

PARTIES


Salpern (Portugal} Comercio Maritime ABN 25100388458 (Saipem)

Blalcc Dawson of Level 32, Exchange Plaza, 2 Tile Esplanade, Perlh WA 6000 (Escrow Holder)

RECITALS

A. Salpem has agreed to make a contribution for the purposes of providing training and facilities directly related to the provision of training to Maritime Employees.

B. The MUA has established METL with the Intention that METL will be acknowledged by participants In the maritime Industry In Australia as the primary arrangement for the provision of lralnlng and facllJUes directly related lo the provision of'Tralnihg 'to Ma'rlthiie Employees, and Salpem has acknowledged that intention.

C. The funding Is to be provided by Saipem paying the First Instalment and the Second Instalment on the terms and conditions sal out below.


1. INTERPRETATION

1.1 Definitions

The following definitions apply In this document.

Account means the Blake Dawson Trust Account with ANZ In which the Escrow Deposit is to be held on deposit.

Blacldlp Completion means when the spread of vessels managed by Saipem Is demobfllsed from the Blacktlp Project.

Blacktlp Project means the gas field located In permit WA-279-P In the Bonaparte Gulf, approximately 1'10km offshore Wadeye, Northern Territory, In about 62m (LAT} of water. The field will be developed wiih an un-manned offshore wellhead platform, a subsea pipeline bringing the fluids to shore at Yelcharr Beach and an onshore ~Obesslng plant naar Wadeye. _ ~\\

Business Day means any day (other than a Saturday, ~,~hq\\~~V r.1 ~Jch ,. banks are generally open for business in Perth, Wester u~f'~\ jD'- .--__.) Cut-Off Date means 31 May 2009, or such later date a lhti Tralnlpg--Agr~erTfPartles 1'

agree which date the Training Agreement Parties will a ~ on8s ctlCable nolffy in . writing to the Escrow Holder. I Escrow Conditions means the cone:Jitlons set out In clause 3.1.

I Error! Unknown dceument property neme.

I

Escrow Deposit means, at the relevant time, the total amount that has been deposited Into the Account at that lime, In accordance with clause 2.2 (which, for the avoidance of doubt, will either be the First Instalment only, or, IF Salpem has deposited the Second Instalment Into the Account at that Ume, the total or the First Instalment and the Second Instalment).

Fh·st Instalment means tha amount of $500,000 to be paid by Saipem In accordance with clause 2.2(a).


(a} a government or government department or of her body;

(b) a governmental, semi-governmental or judicial person Including a statutory corporation; or

(c) a person (whether autonomous or not) who is charged with the administration of a law.

GST means:

(a) the same as In the GST Law;

(b) any other goods and servlces tax, or any Tax applyin-g to this transaction In a similar way; and

(c) any additional tax, penolty tax, fine, Interest or other charge under a law for such a Tax.

GST Law means the same as "GST taw" means in the A New Tax System (Goods and SeNices Tax) Act 1999 (Cih).

Industry Training Fund means an Industry fund, arrangement or entity established for the purpose of providing training and facllllles directly related to the provision of lralnlng to MariUme Employees whfch Is agreed between the MUA and the Ma-ltime Employers, and may Include METL (as presently consffluted or otherwise} If that Is the lndusfry fund, arrangement or entity agreed between the MUA and the Maritime Employers.

Maritime Employees means a person employed In Australia as a maritime employee or a waterside worker as those terms are deflned under the Workp/eu: Relations Act 1996 (Cth}.

Maritime Employers means the majority of significant employers of Maritime Employees in Australia (or the representative or representatives of such employers).


METL Restructuring Conditions means the conditions set out clause 3.2(c).

Second Instalment means the amount of $500,000 to be paid b ~~~ln~cordance with clause 2.2{b). u....- · \,

I V/ (.) .~

that Is Imposed by law or by a Government Age c og~~~~r ~ l - a ~nlerest, penalty, fine or other charge. ~ · I ............... __......

~ ,_......,- _............. Training Agreement Parties means MUA and Salpe \--_............................-

Error! Unknown documont property namo. 3

I

I I

. -- . · · ·~ - -·· ···---· -- -- · . . ... .

1.2 Rules for Interpreting this document

1.3

2.

2.1

Headings are for convenience only, and do not affect Interpretation. The following rules also apply In lnterpr~tlng this document, except where the context makes it clear that a rule is not Intended lo apply.

(a) A reference to:

(I) legislation '(including subordinate legislation) . is fo ihat iegfsratlon as amended, re-enacted or replaced, and Includes any subordinate legislation issued under it;

(li) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(Iii) a party to this document or to any other document or agreement includes a successor in tifle, permitted substitute or a permitted assign of that party;

(iv) a person Includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal Identity, and any executor, administrator or successor In law of the person; and

(v) anything (including a right, obligation or concept) Includes each part of ft.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender Includes the other genders.

(d) If a word Is defined, another part of speech has a corresponding meaning.

(e) If an example Is given of anything (Including a right, obligation or concept), such as by saying It Includes something else, the example does not limit the scope of that thing.

(f) The woro agreement includes a deed and an undertaking or other binding arrangement or understanding, whether or not In writing.

(g) The expression this document includes the agreement, arrangement, understanding or transaction recorded In this document.

(h) A reference to dollars or $ is to an amount In Australian currency.

(l) Unless otherwise defined In this document, words defined In the GST Law have the same meaning In clauses concerning GST.

The Jule about "cont ra proferentum"

Appointment of Escrow Holder

The Training Agreement Parties each, with immediate effect, pel the Escrow Holder to be the escrow holder and to hold the Escrow Deposit subject to lhe Escrow Conditions and

Error! Unknown document properly name.

I I I

. . ···- ------ - - -·-- ---- ·-·-·



(a) Within 5 Business Days of the dale of execution of this document, Salpefl') must deposit the First Instalment into the Account in c!earec1 funds.

(b) Wltfiln 5 Blislhess Days of Blackllp Compl~tlon, Saipem must deposit the Second Instalment as follows:

(I) If at the time for payment of the Second Instalment, the Escrow DeposJt has been delivered in accordance with clause 3.2 or clause 3.3, Saipem must deliver the Second Instalment In the same manner and to t11e same recipient as the Escrow Holder delivered the Escrow Deposit; or

(II) otherwise, into the Account" In cleared funds.



The parlles agree that lhe Escro;,v deposit will be appiled soiely and exclusively to make -payments strictly In accordance with the terms of this document. The Escrow Holder must not release the Escrow Deposll except In accordance with this clause 3.


(a) If the Industry Training Fund Is agreed and established before the Cut-Off Date:

(i) Within 5 Business Days of the Industry Training Fund being agreed and established U1e Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to the Industry Training Fund, which notice must Include details of the bani< account of the Industry Training Fund; and

(ii) Within 3 Business Days of receiving noUce rrom both of the Training Agreement Parlles In accordance with clause 3.2(aXI), the Escrow Holder must deliver the Escrow -Deposit, l~gether with (subject to clause 4.2) Interest accrued on that amount, to file Industry Training Fl.U1d by paying such amount in cleared funds to !he bani< account specified In the notice.

(b) lf the Industry Training Fund is not agreed and established before the Cut-Off Date and the METL Restructuring Conditions have been satisfied:

(i)

(il)

Within 5 Business Days of the Cut-Off Date the Training Agreement Parties must each provide written notice to the Escrow Holder to release the Escrow Deposit to METL; and

Wit~in 3 Business Days of receiving notice from both ~ alnlng Agreement Parties in accordance with clause 3.~@'i.f6:~'Ei~\Y. older

Interest accrued on that amount, to y ay~O~Sn lim u In must deliver the Escrow Deposit, together ubject ta\<S;I~~ ~ .2)

cleared funds to the following bank a t\3 CO j\.)

Maritime Mining Power- Ctedll Union ~~ ~ 365 375 Sussex Street ~ Sydney NSW 2000

Error l Unknown document property name. 6

(

Branch/BSB: Sussex St Branch f 802-884 Maritime Employees Training ltd; 46166.

Name of Account Holder: Account Number:

(c) The METL Restructuring Condltfons will be satisfied upon:

(I) after undertaking all necessary corporate actions, adoption of a new company constitution by METL, In a form agreed by the Training Agreement Parties actiJig reasdnably, containing terms that:

{A) resfrlct METL's operations to the provision of training and facilities directly related to the provision of training· to Maritime Employees;

(B) require regular Independent audlflng of P.xpendilure;

(C) restrict funds being distributed to the METL members in any circumstances; aild

(D) provide for equal representation on the board of METL of MUA nominated directors and directors that sa!lsfy the tests In clause 3.2(c)(II)(A) to 3.2(c)(ii)(C) (Inclusive); and

(li) the resignation of two MUA nominee foundation directors from the board of METL an'd the appnintm'Snt··of" two··additional ·directors to '!he board of METL that are: ·

(A) familiar with and able to represent the Interests of participants In the maritime industry;

{8) independent of the Training Agreement Parties; and

(C) whose appointment Is consented to In writing by the Training Agreement Parties, such consent not to be unreasonably withheld or delayed.

3.3 Cut-Off Date

3.4

(a) If the Escrow Holder has nol received a notice under clause 3.2(a) or 3.2(b) by close of business on the day that Is 5 Business Days after the Cut-Off Date, then without the necessity for any further authorisation from or consent by any party, the Escrow Holder musl as soon as Is reasonably practicable deliver the Escrow Deposit, togeU1er wl!h (subject to clause 4.2) Interest accrued on that amount, to the University of Tasmania.

(b) Any amount delivered In accordance with clause 3.3(a) will be delivered with Instructions that the funds are to be used solely for the purpose of providing training or facilities directly related to the provision of training to Maritime Employees. The Training Agreement Parties agree that II is the MUA's responsibility to ensure thai the funds are used in this manner.

Correspondence to the Escrow 1-lolder ~""

(a) All correspondence given to lhe Escrow~oldar b e~irrlng~ee :nent Parties In accordance with this clause 3 must co "nterslgnf{{~I:CY\')>oth Training

Agreement Parties. ~ \\ "~1 J\)\. ~ ~;::;: (1>) Correspondence that Is not counterslgne»t\t~ni~Fe((n,ent Parties is

deemed Invalid. ~~

Error! Unknown dOcument property nome. 6

I I I I

(


4.1 Indemnity

4.2

4.3

Tile Trafnlng Agreement Parties jointly and severally agree lo IndemniFy and keep Indemnified and hold harmless !he Escrow Holder from and against all losses, costs , fees, expenses (lncJudlng costs, fees and expenses of legal counsel), liabilllies, claims, acllons, dama§es, suUs OF other charges Incurred by or assessed against the Escrow Holder for anything done or omitted to be done by !he Escrow Holder In the performance of Its dulles under lhis document, except where resulting from the Escrow Holder's negligence or wilful misconduct.

Costs

The Training Agreement Parties each confirm and agree that the Escrow Holder will be entiUed to charge Its usual professional fees In connection wilh acting as the Escrow Holder and thai such fees will be paid, In the first instance, from any interest earned on the Escrow Doposll and then, to the extent the Interest Is lnsufficlenl to meet such fees, by Salpem.

Subject to applicable law

The Escrow Holder's obligallens under this· document are subject to any inconsistent obligations it may have under applicable laws, regulations or professional conduct rules.

5. GENERAL

5.1 Governing law and jurisdiction

(a) This document Is governed by the law In force In Western Australia.

(b) Each party subrnlls to the non-exclusive jurisdiction of the courts exercising jurisdiction In Western Australia, end any court lhat may hear appeals from any of lhose courts, for any proceedings In connection with !his document, and waives any right It might have to claim that those courts are an lncorrvenlent forum.


5.3

(a) SubJect to clause 5.2(b), this document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representaUon or warranty relating to that subject matter Is replaced by this document and has no further effect.

(b) Any right that a person may have under this document Is in addition to, and does not replace or limit, any other right that the person may have at law or In equity.

(c) Any provision of !his document which Is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make his document enforceable, unless this would materially change the lnt ffect of this

document \\ \\

Operation of Indemnities :J:S>./"' 1~\).~ ~ (a) The Indemnity In clause 4.1 survives !he e o~ ~~lnh~f-th~ ment.

(b) A party may recover a payment under an ~·runlt(ln)tll~urnent before It makes the payment in respect of which the I nil ~s1)1ven.

Errorl Unknown doeumaot property name.

5.4 Amendment and assignment

(a) This document can only be amended or replaced by another document signed by the parties. ·

(b) A party may only assign, declare a trust over or otherwise deal with Its rights under this document with the written consent of each other party.

5.5 Counterparts

This document may be executed in any number of counterparls all of which taken together constitute one and the same document.

5.6 Giving effect to this document

The parties must promptly do and perform all further acts and execute and deliver all further documents required by law or reasonably requested by any other party to carry out and give full effect to the Intent and purpose of this docu_menl.

5.7 Expenses

Each of the Training Agreement Parties will bear and pay lis own expenses, Including legal fees, costs and disbursements Incurred by it in connection with the preparation, negotiation and executl0nof1hls oa·cumerit ana any suoseqiJenr consilii~ a·greement, approval, walvet or amendment to this document.

5.8 Stamp Duties

Salpem will pay all stamp dulles In connection wilh this document.

5.9 AHorneys

Each attorney who executes this document on behalf of a party declares that the attorney has no notice of any revocation, suspension or variation of the power of attorney under the authority of which the attorney executes this document.

5.10 Notices

Any communication under or In connection with this document:

(a) m·ust be In writing;

(b) must be addressed as shown below:

In the case of MUA

Name: The Maritime Union of Australia

Address: Level 2, 365 Sussex St

Sydney NSW 2000

Fax no: 02-9261 3481

For lhe attention of: Paddy Crumlin

National Secretary

in the case of Salpem

Errorl Un~novm document property n•me.

Name:

Address:

Fax no:


Salpem (Portugal) Comercio Maritima

Manzles House Ground Floor

640 Murray Street

West Perth, WA 6005

+61.8.9486.8624

Danl!o Codazzi, Branch Manager

fn the case of the Escrow Holder


2 The Esplanade, Pert11 WA 6000

Fax no: + 61 8 9366 81 11



(c) must be signed by the party making the communication or (on Its behalf) by the solicitor for, or by any attorney, director, secretary, or authorised agent of, that party;

(d) must be delivered or posted by prepaid post to the address, or sent by fax to the number, of the addressee, In accordance with clause 5.10(b): and

(e) will be deemed to be received by the addressee:

(i) (in the case of prepaid post)· on the third Business Day after the date of posting to an address within Ausfralia, and on the seventh Business Day after the date of posting to an address outslde Australia;

(il) (In the case of fax) at the local lime (In the place of receipt of that fax) which then equates Ia lhe time at which that fax Is sent as shown on the transmission report which Is produced by the machine from which that fax Is -serii anci wi1ich confirms fiansmTssJOii of Ina! fax fri Its entfi'ety, Unless that local lime is a non Business Day, or is after 5.00 pm (local time) on a Business Day, when that communication will be deemed to be received at 9.00 am (local time) on the next Business Day; and

(Ill) (In the case of delivery by hand) on delivery at the address of the addressee as provided In clause 5.10(b), unless that delivery Is made on a non Business Day, or after 5.00 pm (local time) on a Business Day, when that communlcalfon will be deemed to be received at 9. am (local lime) on the next Business Day.

5.11 GST payable In addition to consideration

Etrorl Unknown document property nome. 9

(b) make that payment as and when the consideration or part of It must be paid or provided, except !hal the recipient need not pay unless the recipient has received a tax Invoice (or an adjustment note) for that supply.

5.12 Adjustments

The Sllpp!ier must refund to the recipient any oveipayment by the recipient for GST, but the supplier need not refund to the recipient any amount for G~T paid to the 9ommi~~ioner <1f Taxallon unless the supplier Is enlflled to a refund or credit of that a moun l.


(a) If 6 party provides a payment for or any satisfaction of a claim or a right to claim under or In connection with lhl document (for exampl&, for misleading or deceptive condUct or for mlsrepresenlallon or for indemnity or for reimbursement of any expense) which gives rise lo a liability for GST, the provider must pay, and Indemnify the claimant against the amount of that GST.

(b) If a party has a claim under or in connection with this document for a cost on which that party must pay an amount for GST, the claim is for the cost plus the amount for GST (except any amount for GST for which that party Is entitled to an Input tax credit).

(c) If a party has a claim under or in connection with this document whose amount depends on actual or estimated revenue or which Is for a Joss of revenue, revenue must be calculated without Including any amount received or receivable as reimbursement for GST (whether that amount Is separate or Included as part of a larger amount).

Ertorl Unknown cklcvmonl properly nom&. 10

EXECUTED as a deed.

EXECUTED by THE MARITIME UNION OF AUSTRALIA:

~~ Signature of NaUonal Secretart

1?9-.oo...-r---,G. G~'-' ....... 1.. ,, .)

Name

, o m·,.;,~

SOCIEOADE UNIPESSOAL, LOA.

General Msnager Roberto Biondi

SIGNED on behalf of Blake 13awson, in the presence of:

Slgnatwe of wllness

C~ P\O·w ([ r._ p OL~:IT· l Name

Signature of Natlonal Presiding Officer

\\.. §,

Nem&

Name

Saipem (PorbHgml) Comerclo Marttrmo SOCIEDADE UNIPESSOAL, lOA.

Company's Secretary G/usepp~·

/" .... ..---- ~-Signalur6

;vi\) t/2.1}-Y ~0'-' e!h~!L Name

( ~ ~ . \\)Y' \\

:\)\.. /. \

\~~

Errorl Unknown document property nama. 11

(

DC-9

Saipem (Portugal ) Comercio Mari t i mo Solpem (Portugal) Comerc io Morifimo, SU, LOA, (lncorporoied In Portugal with limited liability) ABN 25 100 388 458 Menzies House. Ground Floor 640 Murray Street West Perth, WA 6005 Tel: +616 9429 0199 Fox: +61 8 9486 8624

Ref: SAJA-ACC-068L

Date: 03 August 2009

To: Blake Dawson Level 32, Exchan ge P laza, 2 Tile Esplanade Perth, W.A. 6000

A tt: MR. David Parker - Partner

Subject: Escrow Deed between Saipem (Portugal). Maritime Union of Australia and Blake D awson

Dear David,

Enclosed please find a cheque no. 102566 for A$. 500 ,000.00 drawn in favour of Blake Dawson Trust Account towards the Escrow deposit second installment payment in accorance with 2.2.of the Excrow Deed.


Regards, Saipem (Portugal) Comercio Maritima

j)_J(9 £~1;/ Dan ilo oda:zzi fj Bra nch 1\ lan:lge•··

Encl. : As a bove

(

DC-10

sanpem (portugal) comercio maritimo

·J;l. Saiptm (Portugal) Comircio M1ritimo, SU, LOA (Incorporated In Portugal with limited liability) ABN 25 100 388 458 •

~nn

Ref: 024L/BLKTIP/AL

Dear David

Subject: Transfer of Money

Menzies House, Ground floor, &40 Murray street, West Perth, WA 6005. Tel: +61 B 9429 0199 fax: +61 B 9486 8624 www.salpem.enl.it

Mr David Parker

Blake Dawson

Level 32, Exchange Plaza

2 The Esplanade

Perth, WA 6000

13th October 2009

As confirmed in your letter from 24/09/2009 stating that the proposed amendments will satisfy the METL restructuring conditions set out In the Escrow deed, we confirm hereby that the METL restructuring conditions have been satisfied so that the money currently held In the Escrow deed can now be transferred to the METL fund.

Yours sincerely

Danllo Codazzl Branch Manager