Description

Lease between The Right Honourable The Earl of Rosebery and The Dalmeny Oil Company (Limited): Shale in parts of Dalmeny Estate.

Includes a Minute of Extension to the Foregoing Lease, 31 December 1909, and a plan of the leasehold covered by the agreement and the proposed leasehold extension, 31 December 1909. Dated 12th January 1912.

Duplicate Lease Between the Right Honourable the Earl of Rosebery and the Dalmeny Oil Company (Limited)

_______

Agreement of 1909 annexed

1896

Shale in parts of Dalmeny Estate

Entry Martinmas 1895

Maintenance years 31

Expiry Martinmas 1926

Fixed Rent £1000

Tods, Murray & Jamieson, W. S.

It is Contracted Agreed and Ended between the parties following Videlicet :- The Right Honourable Archibald Philip Earl of Rosebery, Heritable Proprietor of the Minerals hereinafter let of the one or first part and The Dalmeny Oil Company (Limited) Incorporated under the Companies Acts Eighteen hundred and sixty two and Eighteen hundred and sixty seven of the other or second part in manner following : That is to say, the said Earl of Rosebery has set and by these presents in favor of the first party of the Mineral Lease presently held by them from him and of the Tack duty, Rpyalties or Lordships and other prestations, and with and under the conditions, restrictions, provisions and declarations aforementioned hereby in Tack and assedation lets to the said Dalmeny Oil Company (Limited) and their successors and assignees legal and conventional as well as voluntary and subtenants but subject in the case of assignees to the approval of the Landlord to be given unless there be reasonable cause to the contrary All and Whole the whole seams of shale so far as not already worked in and under those parts of the Estate of Dalmeny belonging to the said Earl delineated and coloured green yellow and brown on the plan annexed and signed by the parties to these presents as relative hereto, but reserving to the said Earl of Rosebery and his heirs and successors the whole mines, metals, minerals and other substances in and under the said lands and Estate of Dalmeny other than the said seams of Shale hereby bet with full power to them by themselves or their Tenants or others in their right to work, win, raise, stock, and carry away the same in such way and manner and at such time or times as to them may seem fit, and to erect works in places most convenient for the manufacture of the same, but so as not to interfere unreasonably with the operations of the said Dalmeny Oil Company (Limited) ; And that for the space of thirty one years from and after the term of Martinmas Eighteen hundred and ninety five, which, notwithstanding the date hereof, is hereby declared to have been the commencement of this Lease and the entry of the second parties to the premises in virtue hereof ; but declaring as it is hereby provided and declared that the Tenants shall have power to relinquish and renounce this Lease at the term of Martinmas at the end of every third year from the said term of entry, it being conditioned that should the Tenants desire to avail themselves of the said breaks they shall be bound to give to the Proprietor six months previous notice in writing of their intention to do so, and that om such relinquishment on the part of the Tenants, all rents and royalties or arrears of rents and royalties shall be paid to the Proprietor, and all other obligations incumbent on the Tenants duly implemented and fulfilled and this Lease shall subsist notwithstanding such relinquishment to the effect of enabling the first party to enforce the obligations for payment of the said rents

and/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Second

and others and which breaks in favor of the Tenants shall be in full of any power they might claim to relinquish the Lease on the ground of being unable to work the said shale to profit, it being declared that neither on that ground nor on any other ground shall the said Tenants be entitled to relinquish this Leases except at the times and in the manner before provided; With full power to the Tenants at their own proper charges and expenses, but with and under the limitations, restrictions, and conditions after specified, to search for, and to work, win, raise, manufacture, and carry away and dispose of the whole shale hereby let as fully and freely as the Proprietor could do himself, but with no power to work any of the other minerals in or under the said lands, and for these purposes and under the limitations, restrictions and conditions after specified, to sink pits and set down sinks, and to drive levels for working the said Shale hereby let, to erect machinery for draining working, winning and bringing the said Shale to the surface, and to make hills for depositing the said shale, to erect steam engines, retorts, and all machinery, works and apparatus necessary for the purposes above mentioned and for distilling the said shale and extracting the oil and ammonia therefrom, but declaring that the said hills and sites of works shall only be placed and the said machinery erected only on the portions of ground delineated and coloured yellow and brown on the plan or sketch before referred to, and the Tenants shall not be entitled to places hills or erect machinery of any Kind upon any other portion of the said lands; With power also to make roads, tramways, railways, reservoirs and aqueducts above ground in such places and in such situations as may have been approved of by the Proprietor of his Factor for the time being, in writing, and all operations and works under the previous Lease held by the second party and ground occupied by them under the same may be continued to be carried on, used and possessed by them under this Lease so far as the said operations and works are consistent with the powers granted to them hereunder; As also to build houses for the miners, workmen and others employed in connection with the working of the shale hereby let on suitable sites to be pointed out by the Proprietor or his Factor; And in general to do everything that may be necessary for carrying on the works and disposing of the shale hereby let, but declaring always that these presents are granted and entered into by the Proprietor only in so far as is consistent with the powers reserved to the Proprietor under the existing Leases of Easter Dalmeny Farm and Wester Dalmeny Farm or under any other reservations implied by law in favor of the said Earl under the Agricultural Leases of the said Farms; and declaring further as it is hereby specially provided and declared that the powers hereinbefore granted to the Tenants are subject to the following restrictions, limitations and conditions Videlicet :- (First) That the operations of the Tenants shall be confined to the winning of the raw material, the erection of retorts and the production of the crude oil, including the distillation

of/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Third

of the first crude oil required for the manufacture of the oil known as “once run oil”, and the manufacture of sulphates from the ammoniacal liquor produced in the distillation of the shale and that the process of refining the crude oil is on no account to be carried on upon the lands belonging to the said Earl; (Second) That the Tenants are not, except with the previous consent in writing of the said Earl or his Factor, to erect retorts upon any part of the Earls lands excepting upon the portions of ground coloured brown on the said Sketch or plan and that only on such sites on the said portions of ground as shall previously have been approved of by the Proprietor or his Factor, and that the Tenants shall besides adopt and continually use all the best means for diminishing the smoke and smells arising from the operations connected connected with the retorts or from any other operations and further that they shall permit no noxious substances of any kind whatever, either liquid or solid, to be discharged into the Cockelburn but that they shall be bound to use all the means in their power to prevent the pollution of that burn in carrying on their operations; and in the event of their using horizontal retorts they shall be bound if required to drown the spent shale arising therefrom by water before such shale is put out to the Bank; (Third) That no new pits shall be opened or any surface operations made without the previous permission in writing of the Proprietor or his Factor in the land coloured Green on the said Sketch or Plan; (Fourth) The whole operations in the way of sinking, working, and depositing debris and rubbish shall be conducted by the Tenants in such a manner as not to interfere with the operations at the Dalmeny Freestone Quarry (including the use of the railway running from the Quarry to the North British Railway, to the use of which sidings the Landlord or his Tenants at the Quarry shall have right on paying annually to the Tenants under this Lease a fair proportion of maintenance including the rent of materials forming the Railway or Siding as shall be fixed by arbitration failing agreement between the parties) should it be opened up and worked again or with any other quarry that may be opened on the first party’s lands and the debris from the Tenant’s workings under this lease shall be laid down in such places only as shall be pointed out by the Proprietor or his Factor and if desired by the Proprietor or his Factor and if denied by the Proprietor or his Factor shall be employed in filling up excavations at the Freestone Quarries on the first party’s lands should the same be within moderate distance and there be convenient means of access between places where the debris is produced and the quarries, but any expense which may be incurred in connection with the filling up of said excavations beyond what may be considered by the parties, or the arbiters hereinafter mentioned, as reasonable will be paid by the Proprietor; and declaring that before any new spoil Bank is begun the soil shall be stripped and laid aside; Further the Tenants shall not have power or liberty to communicate to any of the

neighbouring/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Fourth

neighbouring Proprietors any of the levels belonging to the shale hereby let, or of using the said levels for the purpose of working any minerals other than the Shale hereby let, nor to make any communications of the mines or workings to any neighbouring Proprietor, or for other working than as aforesaid unless with the special consent of the Proprietor in writing and under such conditions as he shall impose; The Tenants shall be at liberty to make use of any farm roads already made or to be made on the lands belonging to the said Earl without any payment for the ground of such farm roads as may be used by them, but they shall be obliged to pay a just proportion of the expense of keeping such farm roads in repair, as such proportion shall be settled by arbitration in manner after provided, in the event of the parties not agreeing among themselves, which Lease with and under the conditions, provisions, limitations, restrictions and declarations before and after written the said Earl of Rosebery binds and obliges himself and his heirs and successors to warrant at all hands and against all mortals as law will; but declaring that the said Earl does not warrant the existence of the said shale hereby let or the correctness of any borings made in searching for and working the same shall be successful, the obligation and engagement hereby undertaken by the said Earl being only that in case any Shale is found within the said lands before specified the same is hereby let to the said Dalmeny Oil Company (Limited) and their foresaids, on the terms before and after written; For which causes and on the other part the said Dalmeny Oil Company (Limited) hereby renounce as at the said term of Martinmas Eighteen hundred and ninety five in favor of the said Earl of Rosebery the Lease presently held by them of the Shale and also of the coal, ironstone, fireclay and other minerals in and under certain parts of the said Estate of Dalmeny therein mentioned being the Lease entered into between the said Earl of Rosebery and the said Dalmeny Oil Company (Limited) dated Fourth and Eighth November Eighteen hundred and seventy one and which Lease was for the period of Thirty one years from and after the term of Martinmas Eighteen hundred and seventy one and the second parties further renounce in favor of the first party their possession of the said minerals let by the said Lease and all claim interest or advantage they could have or pretend therein with the whole clauses and obligements therein contained and all that has followed or may be competent to follow thereon for ever from and after the said term of Martinmas Eighteen hundred and ninety five save and except as hereinafter provided, that is to say, the settlement of all claims against the North British Railway Company for and in respect of Shale which they have required to be left unworked under the Railways Clauses Acts prior to the said term of Martinmas Eighteen hundred and ninety five shall be regulated by the rights of the parties under the said Lease of the Fourth and Eighth November Eighteen

hundred/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Fifth

hundred and seventy one; but it is hereby specially provided and declared that the above Renunciation shall not be held as in any way freeing or relieving the second parties from any unimplemented obligations incumbent on them to the first party, his Tenants, or others, under the said Lease for the period of possession under the same prior to the said term of Martinmas Eighteen hundred and ninety five, nor from any unimplemented obligations (if there be any) undertaken by them under the Lease above renounced for the possession of the said Minerals prior to the date of the commencement of the said last mentioned Lease all which including also the sums presently payable by them under the Lease above renounced in respect of permanent damage are hereby expressly reserved from the said Renunciation and declared and understood to remain in full force and effect against the second parties; and the said Dalmeny Oil Company (Limited) further bind and oblige themselves and their successors or assignees or to his or their Factors or Chamberlains in his or their names a fixed yearly rent of One Thousand Pounds, Sterling for the whole shale hereby let, which fixed rent is hereby declared to commence from the said term of Martinmas Eighteen hundred and ninety five, and shall be payable the said fixed rent at two terms in the year Whitsunday and Martinmas by equal portions, beginning the first terms payment thereof at the term of Whitsunday Eighteen hundred and ninety six for the rents due for the half year preceding that term, and the next term’s payment at the term of Martinmas following for the half year preceding that term , and so forth, half yearly, termly and proportionally thereafter during the currency of this Lease with a fifth part more of liquidate penalty in case of failure and interest at the rate of Five Pounds per centum per annum on each half yearly payment of said rent from the time the same falls due until payment thereof; or otherwise, in lieu of the said fixed rent, and in the option of the Proprietor, A the tenants bind themselves and their foresaids in manner before mentioned, to pay to the said Earl or his foresaids the Lordships or Royalties aftermentioned on the Shale raised and disposed of under the provisions of this Lease Videlicet:- (First) a minimum of Eight Pence for every ton of Twenty hundredweights of shale obtained from the Main or Broxburn Seam of the said Shale hereby let; a minimum of Five Pence for every ton of Twenty hundred weights of Shale obtained from the Curly Seam of the said Shale hereby let; a minimum of Five Pence for every ton of Twenty hundred weights of Shale obtained from the New Seam of the said Shale hereby let, and a minimum of Three pence for every ton of Twenty hundred weights of Shale obtained from the Brushing commonly called Tumphy being a bastard layer or ply of Shale overlying the Main or Broxburn Seam of the said shale hereby let; and in the event of the prices

received/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Sixth

received by the Tenants in any year commencing as at Martinmas for the crude oil and sulphate of ammonia manufactured from the said Shale in such year being of such amount as to give net to the Tenants an amount exceeding Two Pence farthing per gallon on an average of all the crude oil, and Nine Pounds per ton on an average of all the sulphate of ammonia manufactured from the said Shale, then the Tenants shall pay to the Landlord an additional or contingent royalty of One fifteenth of the amount by which the prices so received taken together are in excess of an amount equal to Two Pence, farthing per Gallon, and Nine Pounds per ton as aforesaid, that is to say by way of illustrating, if the total sales in such year average two pence per gallon for crude oil and the prices per ton of sulphate of ammonia so far exceed Nine Pounds per ton, so that when the two prices are added to-gether the total of both exceeds the amount of the price of the Oil taken at Two Pence farthing per gallon added to the price of the ammonia taken at Nine Pounds per ton, the additional royalty is to be taken on the excess, the intention being that the additional or contingent royalty is to depend on both of the said products of the Shale taken together; And with regard to the payment of fixed rent or royalties, it is hereby provided and agreed that at the term of Martinmas in each year, commencing at Martinmas Eighteen hundred and ninety Six, or as soon thereafter as the Proprietor shall have received and examined the necessary accounts or abstracts aftermentioned to enable him to come to a decision on the point, he shall declar[e] his option of taking the fixed rent, or the royalties for the year preceding the said term of Martinmas; and in case he shall prefer to take the royalties, the half yearly payments made at the preceding term of Whitsunday shall be considered as payments made at the preceding term of Whitsunday shall be considered as payments to account, and the balance shall then be paid by the Tenants, with interest at the rate of five per centum per annum from the term of Martinmas and a fifth part more of liquidate penalty in case of failure; But it is hereby declared that if in any year of the Lease the Lordship rent for that year shall fall short of the fixed money rent, then and as often as this shall happen and the said fixed rent shall have been paid, it shall be in the power of the Tenants to retain the excess paid by them of fixed rent above royalties from the Lordship rents of the two immediately succeeding years, if such Lordship rents shall in the succeeding two years exceed the fixed rents for these years, but that only to the extent of the said excess paid by them as aforesaid, but this privilege shall not extend beyond the two years immediately following the royalties, and that the said privilege of making up said shortcoming of royalties shall be lost if there be no excess in such two succeeding years, and specially providing and declaring that the rent payable by the Tenants in any year for the Shale hereby let shall never be less than the fixed rents hereinbefore stipulated for; and for the purpose of ascertaining

with/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Seventh

with correctness the quantity of Shale obtained from time to time by the Tenants, under the Powers

in this Lease, and the amount of the royalties falling to be paid by the Tenants, if royalties shall be demanded, the Tenants shall fix and maintain at each pit, inclined plane, or mine mouth, a correct steelyard fro weighing the said shale as it is put out daily, and also for weighing such as shall be manufactured, and care shall be taken to separate and Keep distinct the shale obtained from each of the Seams of Shale as it is drawn from the mine shall be accompanied by a tally indicating the name of the seam from which the shale has been obtained, and the Tenants shall also also cause regular books to be kept in which shall be inserted daily in a distinct manner the output of each miner or Company of miners or workmen, weighed daily as aforesaid, on which Lordship falls to be paid as aforesaid, together also with the name of the seam from which the Shale shall have been obtained, and there shall likewise be kept an account of the disposals of the said Shale whether in a raw or in a manufactured state, and a Statement generally of the whole weight of the Shale obtained from each of the said Seams in the raw and unmanufactured states, and of the sales and rates of the price (so far as the price may affect the amount of royalties) of the Shale obtained from each of the said Seams, and the disposal thereof; which book and accounts shall at all times be open and patent to the Proprietor and his Factor or others authorised by him, and the Tenants shall also be bound to transmit monthly to the Proprietor or his Factor Abstracts of the said accounts and Extracts from the said books shewing the quantity of the different Kinds of Shale raised and disposed of as aforesaid during the month and the prices thereof (so far as such prices affect the amount of the royalties) which extracts shall be certified by the Tenants or their Manager and shall, if required by the Proprietor, be verified by the Tenants on oath or solemn declaration; And it is further provided and agreed that it shall be agreed that it shall be competent to the Proprietors whenever he shall think proper to place a check Grieve at his own expense at each pit or mine mouth in order to take an account of the Shale obtained and of the disposal thereof, which accounts Kept by the Tenants; and it is hereby provided and agreed to that if there happen to be any discrepancy between the books and accounts kept and rendered by the Tenants on the one hand and the books and accounts kept by the said check Grieve on the other hand, the matter shall be referred to arbitration in manner aftermentioned with the view of ascertaining the correct output and other particularsin regard thereto, and when that has been ascertained by any of these methods the same shall be held as regulating the amount of the Lordships and the rates thereof, the Proprietor being nevertheless entitled to demand and receive payment of Lordships on the quantities of the Shale stated in the Tenants returns, which shall be held

as/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Eighth

as payments to account of the year’s Lordships; and it is hereby stipulated and agreed to by the Tenants that an account of the Lordships or Royalties due to the said Earl and his foresaids in terms hereof made up from the Tenants books or account or abstracts thereof, or from the accounts Kept by the said Check Grieves and signed by the said Earl or by his Factor for the time shall be sufficient to constitute the amount of such Lordships or Royalties that shall be due and payable at any time by the Tenants and shall without registration of such account or any other proceeding be held to be sufficient warrant for a charge and summary diligence or sequestration for the amount thereof against the Tenants or their foresaids – the terms of payment being first come and byegone; And in addition to making payment of the foresaid fixed rent or Lordships as the case may be, the said Dalmeny Oil Company (Limited) bind themselves and their foresaids, conjunctly and severally, to pay for all grounds that may be occupied, used or taken by them for any of the purposes before mentioned and for all surface damages and other damages, either already done by them or that may be hereafter occasioned by their operations at any time during the currency of this Lease, including the damage that may be occasioned by the construction of any tramways or railways and the value of the ground required therefor[e] and crops thereon and of any trees that may b[e] destroyed in the course of their construction and all other damages done by them or under their directions of whatever nature, whether to lands, houses, woods, trees, growin[g] crops, barnyards, roads, fences, walls, water and watercourses or drains and others and whether such damages shall be due to the said Earl or his foresaids or to his or their Tenants or Feuars or third parties according as the value of such ground or the amount of such damages shall (gaining agreement) be fixed and ascertained by arbitration in manner after mentioned, and declaring that the Tenants under this Lease shall be bound and obliged to undertake the whole risk of and responsibility for any injury or damage that may be done or happen by or through fire caused by their operation[s] and works in any way above or below ground, or to trees, plantations, houses or other property, or that may be occasioned by sparks from any locomotive that may be used on any railways or tramways in their occupation or under their control, and the Tenants shall also be bound to free and relieve the said Earl and his foresaids of all claims which may be made by any neighbouring Proprietors or their Tenants or the Tenants of the lands within or under which the shale hereby let is situated, or any other parties whatsoever for damages or otherwise on account of any of the operations of the Tenants under this Lease, or of their neglect of an[y] of the obligations incumbent on them as Tenants under these presents, or in any other manner of way, and which damages as compensation for land shall be payable yearly at the term of Martinmas in each year during the currency of this Lease, in the case of such damages or compensation as shall be of a permanent nature, and in the case of temporary and other damages immediately on the amount of the same being agreed on or fixed by arbitration, with interest on such damages and compensation at the rate of Five Pounds per centum

per/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Ninth

per annum from and after the term when the same become payable until payment; and it is hereby declared that all provisions herein contained in favour of third parties are to be construed in so far only as necessary to Keep the first party Skaithless; and further the said Tenants shall be bound to restore as far as practicable any ground that may have been occupied for or damaged by the operations under this Lease when and so often as such ground shall be no longer required therefor, on to pay the sum requisite for restoring such ground to an arable state or at least to the state in which it was prior to its being occupied or damaged by the said Tenants or their foresaids, and where it shall not be found practicable or practicable only at an expense greater than the amount of deterioration in value to restore the ground occupied or damaged to its former state, the Tenants shall be bound to pay for the deterioration as the same, in case of the parties not agreeing thereon, shall be fixed by arbitration in manner after provided, and in all cases the Tenants shall have the option of declaring whether they elect to pay the damage done or of doing the work of restoration; And the Tenants shall also be to bound to restore or pay for restoring all fences broken or injured by them to their former state so soon as such restoration can be made without interfering with their works, and that whether the ground and fences injured shall belong to the said Earl or to any other person and the Tenants shall also be liable for all damage occasioned by such breakage or injury; Further the Tenants shall be bound to deliver to the Landlord or his Factor a Copy of the Journal of all bores made or to be made by them on the mineral field hereby let as furnished to them by their borers and also certified copies of the results of all analyses which they may make of any substances obtained from bores or other explorations which copies shall be verified by the Tenants and the sites of the bores shall also be marked upon a plan of the ground to be furnished by the Proprietor for the purpose with as great correctness as may be in their power and without prejudice to the provisions, declarations and obligations above written, the following articles have been specially agreed on between the parties and are hereby declared to form conditions under which the present Lease is entered into Videlicet:- First. The Shale hereby let shall be wrought in the most regular approved and systematic manner as to wall face ventilation and drainage; declaring that where profitably practical all the seams shall be wrought by long wall or other workmanlike manner of complete excavation but always with due regard to the present and future interests of the mineral field hereby let and where any of the said shale is worked open cast the soil shall be carefully lifted and deposited apart from the deeper turning, and when the open cast workings are exhausted they shall be filled up and levelled and the soil previously deposited apart as aforesaid shall be replaced so as to render the surface as fit for agricultural

purposes/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Tenth

purposes as it previously was otherwise damages shall be paid in manner before provided; Second. The levels, wall facings, headings and air courses sha[ll] be Kept clear and patent during the working out of any seam and until the working of it shall be abandoned, which abandonment shall not take place so long as it is workable to a profit or until a readier or more economical means of winning the unexhausted part of the Shale is adopted; and it is hereby provided that the workings shall on no side be carried within five yards of any March or boundary between the lands containing the shale hereby let and adjoining lands without the written permission of the said Earl or his foresaids and that at such places only as may be agreed on; It is further provided that the workings of the shale hereby let shall not be carried nearer than forty yards of any existing farm steadings or existing buildings upon the lands excepting always buildings and houses belonging to the Tenants themselves or under any road, railway, or running stream nor within five yards of the edge thereof excepting for the purpose of making communications across such roads, railways or streams to the minerals on the other side thereof, and which communications shall be made at the risk and responsibility of the Tenants; And in regard to the Shale under any public railway it is hereby declared that the Tenants shall have power to work the same in so far as the Proprietor can do so and as is permitted by the provisions in the Railways Clauses Acts, and with reference to such shale as may be taken or required to be left unwrought by any Railway Company under the provisions of the said acts or by any other undertaking it is hereby provided and agreed to that the sum to be received by the Proprietor in respect of such shale shall be at least one half of the total value received therefor, but in no case shal[l] the amount to be received by him be less than the amount which would have been received from the said Tenants at the before mentioned rates or Lordship or Royalties had the shale been wrought by them instead; And it is hereby specially provided and declared that the Tenants shall alone be responsible for any loss or damage that may arise from encroachments on adjoining lands or other property; Third. The Tenants shall be bound to Keep forward plans of each seam of Shale they may work, and that at their own expens[e] according to the Coal Mines Regulation Act Eighteen hundred and eighty seve[n], all dykes and hitches being carefully marked and delineated thereon, whic[h] plans shall be exhibited and lent for a reasonable time to the Proprietor or any person on his behalf annually or oftener if required, and at the end of the Lease these plans shall be the property of the Proprietor and shall be delivered over to him. Fourth. The Tenants shall be bound to Keep all the going workings properly ventilated and in a regular upredd and workable state during the Lease and to leave them in the like state at their removal except in so far as they shall be levelled and filled up from

time/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Eleventh

time to time with consent of the Proprietors as hereinafter provided declaring that the Proprietor shall be at full liberty to inspect the workings at all reasonable times, by himself or by any other person or persons appointed by him on giving three days previous notice to the Tenants of his desire and intention to make such inspection, and he or such person or persons shall also have free access to all manufactories and works erected on or used by the Tenants in connection with the said notice, the attendance and services of an Overseer and two of the Tenants workmen to accompany them on such inspections, the Proprietor being bound to pay such Overseer and workmen the wages for the time during which they are occupied in such inspections, at the usual rate per hour at which they are paid at the time: And it is hereby provided and agreed to by the parties that in the event of any difference of opinion arising between the Proprietor and the Tenants as to the proper mode of conducting the workings under the Lease, such difference shall be and the same is hereby referred to the determination of James Alexander Robertson, Mining Engineer, Edinburgh whom failing of William Mitchell Miller, Mining Engineer, Edinburgh whom failing of any Mining Engineer to be named by the Proprietor, and the workings shall be conducted in accordance with the award and directions of such referee: Fifth. The Tenants shall be bound and obliged at the natural expiry or sooner termination of the Lease, at their own expense, to restore as far as practicable to an arable condition where the ground was arable previously, otherwise to the condition in which it previously was, all ground occupied or that may be occupied by pits, roads, hills tramways, railways or in any other manner of way in connection with their operations, in so far as such restoration shall not have previously been made (unless as regards any tramways, roads or railways or in any other manner of way in connection with their operations, in so far as such restoration shall not have previously been made (unless as regards any tramways, roads or railways or other works or buildings which may be taken over as aftermentioned) or else to pay for the deterioration of the ground as before provided for; They shall also be bound to fill up all pits when the same are no longer of use, in a proper manner, but it is hereby provided and declared that the Tenants shall not be entitled to fill up any pits that in their opinion may no longer be of any use to them without the written permission of the Proprietor or his Factor, and in case the Tenants shall desire to fill up any of the said pits and the Proprietors shall refuse to allow this to be done, then the Tenants shall thereafter be relieved of the obligations hereby imposed on them to fill up such pits, all previous damages occasioned thereby being settled by the Tenants during the Lease, clear to the seams of Shale, and that the Tenants shall be bound at their own expense to surround the same

at?

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Twelfth

at the surface by a stone and lime wall of at least six feet in height at each pit mouth, and to Keep the said walls in proper repair during the currency of the Lease and to leave them in that state at their removal, the ground which has been used around such pits, being, on their ceasing to be used, restored as far as possible to the condition in which it formerly was, or deterioration paid as before provided for; Sixth. The Tenants shall be bound and obliged to maintain all tramways, roads, and railways that may be constructed by them with the Proprietor’s consent in proper order and repai[r] and, if required, to Keep the same properly fenced at their own expense as long as they continue to use the same, and they shall be bound to leave them in like condition at their removal, if the Proprietor shall require them to do so, and in that case the same shall be purchased and taken over by the Proprietor at a valuation to be fixed by arbitration in manner hereinbefore provided, and in the event of the Proprietor not requiring the same to be left the Tenants shall be entitled to remove the materials and shall be bound eithe[r to] restore the ground to its former condition or pay the damage done to the ground as before provided for, but in the event of the rails or any other material used in the construction of any railway being the property of the North British Railway Company the same shall be made over to the Proprietor subject to the rights of the said Railway Company, and all rails belonging to the said Railway Company, and all rails belonging to the said Railway Company shall not be subject to any right of hypothec or retention by the Landlord; Seventh, the Tenants shall be bound and obliged to keep all going pits, hills, mines and others made or used by them securely fenced with proper fences and gates, and also to keep all roads, tramways and railways made or used by them recently and having gate[s] and stiles on the footpaths, and they shall be bound to pay whatever damages may be sustained by the Agricultural Tenants or others in consequence of the said pits, hills, and mines, or roads, tramways, railways or others not being so fenced and secured; Eighth. Immediately on the expiry of this Lease either at its natural ish or earlier termination, the Tenants shall be bound to make an offer to the Proprietor of, and he shall have it in his option, to be declared within four weeks after receipt of said offer, to take the whole buildings, workmen’s houses, Steam Engines, retorts, condensers, tanks, railways or tramways, and in general the whole fixed machinery and apparatus then belonging to the Tenants situated upon the mineral field hereby let and used by them in connection with their operations under this Lease, and that at such valuation as may be fixed by arbitration in manne[r] aforementioned, and if the Proprietor shall not choose to take over the whole of the said buildings, workmen’s houses and machinery and others belonging to the Tenants he shall be entitled to take over at valuation as aforesaid any part thereof, being always a complete part so as not to render the remainder

useless/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Thirteenth

useless, and in the event of the Proprietors declining to take over the said building, workmen’s houses, machinery and others, the Tenants shall be at liberty to dispose if and remove the same or such part thereof as may not have been taken over, and that they shall be allowed six months for that purpose after the termination of the Lease; and it is hereby declared that in all cases where the Proprietor shall take over the buildings, workmen’s houses, machinery and others or any part thereof as above provided for he shall be entitled to set off against the price thereof all rents and arrears of rents and interest thereof and all surface damages that may be due to him at the time, also all advances, if any, that may have been made by him or on his behalf to the Tenants, and likewise all damages and expenses that may be incurred by the Proprietor through the non-implement by the Tenants of the provisions of the Lease should the same be brought to a termination by their bankruptcy or otherwise than at its natural ish, or by any of the said breaks being taken advantage of; Further at the expiry of this Lease, either at its natural ish or earlier termination, it shall be in the option of the Proprietor, to be declared within four weeks, to take over the utensils and other moveable plant that may be used about the works, or any part thereof, at a valuation to be fixed by arbitration, and in the event of the Proprietor not taking over the said utensils and other moveable plant the Tenants shall be entitled to remove the same or such part thereof as the Proprietor may not choose to take; and it is declared and agreed to that all valuations under this Lease made for the purpose of ascertaining any sum to be paid by the Proprietor in respect of property and other articles taken over by him, are to be made on the principle of the property and other articles being to be removed from the ground, and not as if they were to be used as a going work, and further in regard to the building, workmen’s houses, machinery utensils, plant and others which the Proprietor has the option of taking over as before provided for, the Tenants shall be bound to leave the same in such state of repair at the date of their removal as they would naturally be kept in if the Tenants were continuing to hold the mineral field in Lease: Ninth. It is hereby provided and declared and agreed to buy the Tenants that if at any time during the Lease the rents or royalties payable at any two successive terms shall be due and unpaid and if payment of the same shall be demanded in writing by the said Earl or his foresaids or his or their Factors from the said Tenants or their foresaids, and the said rents or royalties shall not be wholly paid within two calendar months after the date of such demand provided always that such demand shall contain a reference to this Clause and intimates the intention of acting on the power of this clause conferred, or if at any time during the Lease the said Tenants shall become

bankrupt/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Fourteenth

bankrupt then in the option of the said Earl or his foresaids the presen[t] Lease shall in either of these events become ipso facto void and null so far as regards the Tenants rights under the same, without the necessity of any declarators or process of law to be used for that effect, and the said Tenants shall not have power thereafter to purge the irritancy by payment of the errors or otherwise unless with the consent of the Proprietor or his foresaids in writing, and the Proprietor or his foresaids shall thereafter be entitled to enter upon the possession of the subjects hereby let in the same manner as if this Lease had co[me] to its natural termination, but declaring that the fact of such irritancy having been inerred and of the Proprietor having entered into possession of the said subjects shall not be held to infer a discharge of rents or royalties due by the Tenants at the date thereof or of any of their obligations under these presents wh[ich] may not have been implemented by them; Tenths. The Tenants bind and oblige themselves and their foresaids to make such arrangements so far as they reasonably can with their miners and workmen as shall compel them to keep regul[ar] recognised roads and to avoid trespassing, and they shall also so far as th[ey] reasonably can prevent their said workmen and others from keeping dogs a[nd] shall at once dismiss any man who has found to be poaching or destroying Game Hares or Rabbits; Eleventh. It is hereby provided and declared with regard to all matters mentioned in this Lease as being to be subm[it] or referred or referred to arbitration, or to the decision of third parties with reference to the import of this Lease and the conditions and obligations herein prescribed and any matters requiring to be adjusted between the parties heret[o] (excepting matters connected with the working of the Shale, as to which a speci[al] reference is hereinbefore made) that every such dispute and all such questions o[r] matters shall be and the same are hereby referred to an Arbiter to be agreed [on] by the parties, or in the event of their not agreeing upon one arbiter, then to two a[re] Arbiters one to be named by each party, or in case of these Arbiters differing opinion in respect to any of the matters at issue, to an Oversman whom the arbiters shall have power to appoint and the decision to be pronounced by the said Arbiter or Arbiters or Oversman shall have power to be pronounced by the said Arbiter or Arbiters or Oversman shall have power to decid[e] all questions of expenses connected with any references; Twelfth. The Tenants bind and oblige themselves and their foresaids to flit and remove themselves and their servants, workmen, dependents and effects furth and from the subjects hereby let at the natural expiry or earlier termination of this Lease, without any warning or process of removing required to be execu[ted] for that effect, the same being heavily dispensed with, but that always subjec[t] to the powers hereinbefore conferred on the said Tenants to remain on the grou[nd] for the purpose of removing buildings, machinery and others, and under

this/

[signed] Rosebery K. Mathieson

George Roberts Jas. Jones

Page Fifteenth

this further modification that if at the termination of this Lease the Tenants shall have on hand undisposed of any Shale or products thereof that may have been raised under the provisions of the Lease, they shall be permitted to allow the same to remain on the premises for three months after the termination of the Lease, if necessary, to enable them to dispose of the same, and at the expiry of the said period of three months any such Shale or products thereof which may then remain on the premises shall become the property of the Proprietor without any payment therefor; and Lastly. The parties hereto bind and oblige themselves and their respective foresaids to implement and fulfil their respective parts of the premises to each other under the penalty of One hundred Pounds Sterling to be paid by the party failing to the party performing or willing to perform, and that over and above performance; and both parties consent to registration hereof for preservation and execution. In Witness Whereof these presents written on this and the fourteen preceding pages by William Robb, Writer, Fifteen Clerk Street, Edinburgh (the word “confirmed” in the Fortieth line of page Second hereof, and the words “either “to” in the Fifteenth line of page Twelfth were written on erasures before subscription) are together with the Plan annexed hereto subscribed as follows Videlicet:- For and on behalf of the said the Dalmeny Oil Company Limited by George Roberts, Builder, Edinburgh and Kenneth Mathieson, formerly Railway Contractor, Dunfermline and now residing at Number Fifty eight Morningside Drive, Edinburgh two of the Directors thereof and by James Jones, Secretary therefor, and are sealed with the Common Seal of the said Company all at Dalmeny on the twenty first day of September Eighteen hundred and ninety six before these Witnesses James Lindsay, Cashier, Dalmeny, and Andrew McFarlane, Timekeeper, Dalmeny, and by the said Earl of Rosebery at Dalmeny Park on the Fifth day of October and year last mentioned before these Witnesses Andrew Learmont Drysdale, Factor, and Neville Waterfield Private Secretary both to the said Earl of Rosebery Declaring that the word “confined” in the fortieth line of page second hereof was written on an erasure before subscription and also that the name of the name of the second Witness of the said Earl of Rosebery’s signature is Neville Waterfield.

[signed]

Andrew Learmont Witness Rosebery

N. Waterfield - Witness

— George Roberts Director

James Lindsay, Witness

Andrew McFarlane Witness K. Mathieson Director

• Jas. Jones, Director & Secy.

This is the plan referred to in the foregoing Minute of Addition dated thirty first December Nineteen hundred and nine

• (Signed) Rosebery
• ( “ ) John Methven, Director
• ( “ ) W. Bruce Lindsay, Director
• ( “ ) Jas. Jones, Secretary

(16) 1

Minute of Addition to the foregoing Lease.

The parties to the foregoing Lease Considering that it has been arranged that an an additional Mineral Field, lying to the north of the Mineral Field included in the foregoing Lease should be let by the first party to the second parties on the same general terms and conditions as those on which they hold the Mineral Field let to them by the within written Lease, but subject to the altered or substituted special terms and conditions hereinafter set forth; And Further considering that the said parties have agreed that the arrangement arrived at between them in regard to the said additional Mineral Field should be embodied in a formal Agreement as supplementary to the foresaid Lease which already regulates their respective rights and obligations as Landlord and Tenants in the premises; Therefore the parties to the said Lease do hereby agree and bind and oblige themselves as follows, viz:-

First. The first party in consideration of the Royalties or Lordships and other prestations herinafter specified or referred to and with and under the reservations, conditions and declarations specified in the said Lease, so far as applicable hereto hereby sets and in tack and assedation lets to the second parties and their successors and assignees as specified and provided for in the said Lease All and Whole the whole seams of shale so far as belonging to the first party in and under those parts of the Estate of Dalmeny delineated and coloured pink and bordered red on the plan annexed and signed by the parties to these presents as relative hereto, including as part of the pink area the blue line intersecting the same on the plan, (all mines, metals, minerals and other substances in and under the said lands other than the said seams of shale hereby let being reserved to the first party, with the power to work and win the same in the manner specified in the said Lease) and with and under the declaration that the first party only grants to the second parties the right to work the shale under the Feus or Leasehold subjects existing or that may hereafter exist on the area of the Mineral Field hereby let in so far as he has reserved or may reserve right in the Feu or Lease; hold Rights granted or to be granted to the Feuars or Leaseholders of the subjects held by them to work the Minerals under their respective Feus or Leaseholds, and the second parties shall only be entitled to work the said shale subject to the conditions contained in such Feu or Leasehold Rights and shall be bound to free and relieve the first party of all questions connected with the working of the same, or of the working of the shale in the immediate vicinity of such Feus and Leaseholds as also the second parties shall be bound not to work the shale hereby let nearer any houses or other buildings belonging to the first party or the Mineral Field hereby let than a provided for

in/

(17)

2

in the foresaid Lease, and that for the period of seventeen years from and after the term of Martinmas Nineteen hundred and nine which is hereby declared to be the term of the second parties entry to the Mineral Field hereby let, but declaring as it is hereby specially provided and declared that the second parties and their foresaids shall have the privilege of putting an end to this Agreement at the same terms and on the same conditions as are specified in the within written Lease in regard to the Mineral Field thereby let.

Second . The First party agrees to make no increase in the yearly fixed rent payable under the foresaid Lease for the additional Mineral Field hereby let during the continuance of the said Lease, but in regard to the Royalties or Lordships to be exigible under the Agreement it w[as] hereby agreed that in lieu of the the several royalties or lordships stipulated for in the foresaid Lease the Lordship on the whole shale hereby let shall be at the uniform rate of fourpence halfpenny for every ton of twenty hundredweights of every kind of shale raised and disposed of under the provisions of this Agreement and threepence for every ton of twenty hundredweights of shales blaes so raised and disposed of, with an additional or extra lordship on the products of the shale calculated on the sliding scale specifically set forth in the foresaid Lease, the said Lordship to be paid in the same manner as is provided for in the case of the Lordships payable under the foresaid Lease; And it it further provided and declared that the second parties notwithstanding said uniform rate of lordships shall be bound, so far as practicable, to work the whole seams of shale in a regular and recognised mode of working, to the satisfaction of the practical Arbiter named in the sai[d] Lease, and not to overrun the Mineral Field in the working out of any particular seam of shale to the injury of the other seams existing in the same Field, and being worked in the immediate vicinity at the time under the said Lease.

Third. The second parties shall have power to construct an air shaft and fan with relative appliances and pertinents for ventilation purposes on the Mineral Field hereby let at a point to be approved of by the first party, but no other erections or work of any kind or nature soever shall be put up constructed or formed upon any part of the surface of the said Mineral Field.

Fourth. It is specially agreed between the parties hereto (without prejudice to the general reference aforesaid) that the provision in regard to the working of shale under Railways contained in the foresaid Lease and also the Agreement contained therein in regard to the division of any compensation that may be received from any Railway Company for any

shale/

(18) 3

shale that may at their instigation or statutory or other legal requirement be left unwrought shall also be applicable to the shales let under this Agreement in the same way and manner as if the shale hereby let had been originally included in the area of shale let by the foresaid Lease.

Fifth The parties hereto Considering that notwithstanding the terms of the foresaid Lease in regard to the non-communication of the levels of the shale thereby let to any neighbouring properties, or using the same for the working of any minerals other than the said shale thereby let, it was sometime ago arranged between the parties hereto that the second parties should be entitled to work the shale in and under the neighbouring lands of Dundas then leased or that might be leased by them by means of the Pits or Mines on the Estate of Dalmeny, conform to Minute of Agreement between the parties hereto dated fifteenth August and nineteenth September Eighteen hundred and ninety eight; And Further Considering that the second parties are desirous of obtaining a similar permission in regard to any shale which they hold or may hereafter hold in Lease in lands belonging to the Marquis of Linlithgow immediately adjoining Dalmeny Estate, or in lands underneath the sea ex adverso of the additional Mineral Field hereby let, or in the immediate vicinity thereof, it is hereby agreed that the second parties shall be entitled as from the term of Martinmas Nineteen hundred and nine also to work the shale in and under the said lands held by them from the said Marquess of Linlithgow, and in the area under the sea before referred to, so long as they shall continue tenants of the first party under the foresaid Mineral Lease, by means of the pits or mines on the Dalmeny Estate before referred to and to manufacture the same thereon and that on payment of a way leave at the term of twenty hundredweights of shale conveyed under or over any part of the said Estate of Dalmeny (but not above ground in the area let by this Agreement) and on the same general conditions (except as herein altered) as are contained in the said Minute of Agreement entered into between the said parties in reference to the working of the Dundas Shale and it being hereby specially conditioned and agreed that the permission hereby granted is only to be exercised to the extent that in no year shall the quantity of shale so worked by the second parties from any one of the said two adjoining Mineral Fields exceed the quantity of shale as worked by the second parties from any one of the said two adjoining Mineral Fields exceed the quantity wrought and put out by them from the first party’s lands by means

of/

(19) 4

of the said pits or mines on the said Estate of Dalmeny; but in the event of casualties or difficulties arising in the working of the shale let by the said lease the tenants may increase their output from either or both of the said two estates so as to keep their manufacturing works in as full operation as they can in the circumstances.

Sixth. Subject to the provisions hereinbefore contained the parties hereto hereby agree that the whole general conditions, provisions, obligation[s,] declarations, reservations and restrictions contained in the foregoing Lease shall be applicable to the Mineral Field hereby let in the same way and manner and to the same effect as if the area of the Mineral Field hereby let had been originally a part of the land of the subjects let by the first party to the seconds parties and had been included in the foresaid Lease.

Seventh. It is further agreed between the parties hereto that the duration of the[e] foresaid Lease and the Agreement shall be extended for seventeen years after the date stipulated in the said Lease for its expiry, and that th[e] Lease shall be read as if the duration therein mentioned were forty eight years after Martinmas Eighteen hundred and ninety five and the pr[o]visions as to breaks or the right of the tenants to terminate this leas[e] at the end of every third year shall apply also to the extended dura[tion] now agreed upon.

Eight. The lordships payable under the foregoing Lease for shale worked in the are situated between the fault noted on the plan signed as relative hereto and the are coloured red thereon shall be the same as those hereby agreed on for the shale within the area of the foregoing Lease, and of thi[s] Agreement, becoming at ant time practically exhausted, or the output seasonally available therefrom reduced so that the lordship rent thereon for a year is less than the fixed rent of One thousand Pounds it is here by agreed that the way leaves payable for the tenants on shale worked beyon[d] the area of the foregoing Lease and this Agreement during that year m[ust] be placed against any shorts arising under the said foregoing Lease provided the total sum payable to the said first party in wayleaves an[d] royalties taken together shall be not less than the sum of two thousand Pounds for the year, and in the event of this occurring, all restriction on the quantities that may be wrought beyond the property of the first party and on which a wayleave of twopence per ton is payable sha[ll]cease for the time being so long as this provision shall continue in operation.

Lastly. Both parties hereto bind and oblige themselves to perform their respective

parts/

(20) 5

parts of the premises to each other under the penalty of five hundred Pounds sterling, to be paid by the party failing to the party observing or willing to observe the same and that over and above performance; And both parties consent to the registration hereof, along with the foresaid Lease, for presentation and execution; In Witness whereof these presents consisting of this and the four preceding pages and the marginal addition on page nineteenth hereof together with the Plan annexed hereto, are subscribed as follows viz:- For and on behalf of the said The Dalmeny Oil Company Limited by John Methven, Seedsman, ten Prices Street, Edinburgh, and William Bruce Lindsay, Coal Exporter, Edinburgh two of the Directors thereof and by James Jones, Secretary thereof and are sealed with the Common Seal of the said Company as follows viz:- By the said John Methven and William Bruce Lindsay at Edinburgh on the thirty first day of December Nineteen hundred and nine before these witnesses George Fyfe Hair, Clerk to Messrs Drummond and Reid, Writers to the Signet, Edinburgh and John William Harris, Chauffeur, Dalmeny; and by the said James Jones at Dalmeny on the said day month and year last mentioned before these witnesses John Crawford, Cashier, and James Reid Jones, Assistant-Manager, both to the said Dalmeny Oil Company Limited; and by the said Earl of Rosebery at Dalmeny Park also on the said day month and year last-mentioned before these witnesses John Thomas McLaren, Factor and Frank Stanley Brown, Private Secretary both to the said Earl of Rosebery. The word “eight” in the thirty fourth line of page Nineteenth being written on erasure.

(Signed) J. T. McLaren Witness (Signed) Rosebery

( “ ) F. Stanley Brown Witness

( “ ) G. F. Hair Witness ( “ ) John Methven, Director

( “ ) J. M. Harris Witness

( “ ) G. F. Hair Witness ( “ ) W. Bruce Lindsay, Director

( “ ) J. M. Harris Witnesses

( “ ) John Crawford Witness ( “ ) Jas. Jones, Secretary

( “ ) Jas. R. Jones Witnesses

Edinburgh 12th January 1910 We certify that what is contained on this and the four preceding pages is a true Copy of the Minute of Addition annexed to the principal Lease of which the foregoing is a Duplicate

Tods, Murray \&/ Jamieson

W. S.