DATED DAY OF 2012

DEED OF VARIATION AND PARTIAL SURRENDER

BETWEEN

MINISTER FOR TRANSPORT

AND

KANGAROO ISLAND COUNCIL

ABN 69 007 122 367

CROWN SOLICITOR

Level 9, 45 Pirie Street, Adelaide SA 5000

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CSO 118143/ 3306648 DAVED 19.12.12

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION .................................................................2

2. VARIATION OF THE LEASE ....................................................................................2

3. SURRENDER ...............................................................................................................3

4. LESSEE’S WARRANTY AND INDEMNITY ............................................................3

5. RELEASE BY LESSEE ..............................................................................................4

6. RELEASE BY THE MINISTER ..................................................................................4

7. CONFIRMATION OF THE LEASE ...........................................................................4

8. OPERATION OF THE DEED .....................................................................................4

9. COSTS OF THIS DEED..............................................................................................4

ANNEXURE

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CSO 118143/ 3306648 DAVED 19.12.12

DEED OF VARIATION AND PARTIAL SURRENDER dated 2012

BETWEEN:

MINISTER FOR TRANSPORT a body corporate pursuant to Administrative Arrangements Act 1994 (SA) of 136 North Terrace, Adelaide 5000, South Australia.

(“Minister”)

AND

KANGAROO ISLAND COUNCIL (ABN 93 741 277 391 ) a body corporate of 43 Dauncey Street Kingscote SA.

(“Lessee”)

BACKGROUND

A. The Minister and the Lessee entered into an agreement dated 19 December 2006 for

the lease of the whole of the land comprised and described in Certificate of Title

Volume 5836 Folio 931. (“Lease’).

B. The Minister and the Lessee have agreed that the Lessee will partially surrender to

the Minister its interest pursuant to the Lease in that portion of the Premises marked

‘X’ on the Plan (“Surrendered Area”) on the Surrender Date.

C. The Minister and the Lessee have also agreed to vary certain terms and conditions of

the Lease (including the partial surrender of the Lease in respect of the Surrendered

Area) and to record those variations in this Deed.

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IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed:

1.1.1 “Deed” means this deed of variation and partial surrender between the

Minister and the Lessee;

1.1.2 “Lease” means the Memorandum of Lease dated 19 December 2006

between the Minister and the Lessee for the lease of the whole of the

land comprised and described in Certificate of Title Volume 5836 Folio

931;

1.1.3 “Plan” means the plan depicting that portion of the Premises to be

surrendered in accordance with this Deed a copy of which is annexed

to this Deed and marked “Annexure”;

1.1.4 “Premises” has the same meaning as in the Lease;

1.1.5 “Surrendered Area” means that portion of the Premises marked ‘X’ on

the Plan;

1.1.6 “Surrender Date” means the date of execution of this Deed.

1.2 All words and expressions defined in the Lease shall have the same

meanings in this Deed.

1.3 The Minister and the Lessee agree that the matters referred to in the

Background under this Deed are true and correct in every material particular

and that the Background shall form part of this Deed.

2. VARIATION OF THE LEASE

2.1 The Lease is varied in the following manner:

2.1.1 The first panel is deleted and replaced with:

“that portion of the land comprised and described in Certificate of Title Register Volume Book Volume 5836 Folio 981 more particularly marked ‘Y’ on the plan which is attached to the Deed of Variation and Partial Surrender executed by the Lessor and Lessee dated ”

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CSO 118143/ 3306648 DAVED 19.12.12

2.1.2 The sixth panel is deleted and replaced with:

“Commencing on 1 August 2004 and expiring on 30 June 2024 or the date on which the Licence Agreement between the Minister for Transport and Kangaroo Island Sealink Pty Ltd dated 24 April 1995 (as amended) expires or is terminated, whichever shall first occur (“the term”).”

2.1.3 Clause 2.12 is amended by including the following clause 2.12.2 after

clause 2.12.1(c):

“operating and maintaining a penguin centre or allowing a sublessee or licensee (in accordance with clause 2.23) to operate a penguin centre;”

which therefore means that clause 2.12.2 becomes clause 2.12.3.

3. SURRENDER

3.1 With effect from the Surrender Date Lessee irrevocably surrenders to the

Minister all of its right title claim and interest in the Surrendered Area and the

Minister accepts such a surrender and Lessee shall subject to this Deed:

3.1.1 vacate the Surrendered Area no later than the Surrender Date; and

3.1.2 leave on the Surrendered Area all improvements thereon at the date of

this Deed.

4. LESSEE’S WARRANTY AND INDEMNITY

4.1 Lessee warrants to the Minister that as at the Surrender Date, Lessee has

observed and complied with all terms and conditions and performed all

obligations set out or implied under the Lease in respect of the Surrendered

Area.

4.2 Lessee will indemnify the Minister and keep the Minister indemnified against

and in respect of any and all actions claims demands losses damages costs

liabilities and expenses which may be incurred by or made against or claimed

from the Minister in respect of any failure of Lessee to comply with and observe

all terms and conditions and perform all obligations set out or implied under the

Lease in respect of the Surrendered Area before the Surrender Date.

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5. RELEASE BY LESSEE

With effect from the Surrender Date Lessee hereby releases and discharges the

Minister from any action claim proceeding demand cost expense or damage which

Lessee may have against the Minister arising out of or otherwise in respect of the

Lease or the use and occupation of the Surrendered Area by Lessee insofar as such

action claim proceeding demand cost expense or damage arises from an event which

occurs on or before the Surrender Date.

6. RELEASE BY THE MINISTER

Subject to clause 4, on the Surrender Date the Minister hereby releases and

discharges Lessee from any action claim proceeding demand cost expense or damage

which the Minister may have against Lessee arising out of or otherwise in respect of

the Lease and or Lessee’s use and occupation of the Surrendered Area insofar as

such action claim proceeding demand cost expense or damage arises from an event

which occurs after the Surrender Date.

7. CONFIRMATION OF THE LEASE

Subject only to the variations contained in this Deed (including the partial surrender

of the Surrendered Area) and such other alterations (if any) as may be necessary to

make the Lease consistent with this Deed, the Lease remains in full force and effect

and will be read and construed and be enforceable as if the terms of this Deed were

inserted therein by way of addition or substitution (as the case may be).

8. OPERATION OF THE DEED

The variations effected by this Deed shall operate from the date of execution of this

Deed.

9. COSTS OF THIS DEED

Each party must pay its own costs arising from the preparation, negotiation and

execution of this Deed.

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EXECUTED AS A DEED

LESSEE

THE COMMON SEAL of the )

KANGAROO ISLAND COUNCIL )

was hereunto affixed )

in the presence of: )

………………………………………………..

[Title]

THE COMMON SEAL of )

MINISTER FOR TRANSPORT )

was hereunto affixed )

in the presence of: )

………………………………………………..

[Title]

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ANNEXURE

PLAN