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IRON ORE AGREEMENTS LEGISLATION AMENDMENT BILL (NO. 2) 2010

                    Western Australia


Iron Ore Agreements Legislation Amendment
             Bill (No. 2) 2010

                       CONTENTS


       Part 1 -- Preliminary
  1.   Short title                                             2
  2.   Commencement                                            2
       Part 2 -- Iron Ore (Hamersley Range)
            Agreement Act 1963 amended
  3.   Act amended                                             3
  4.   Section 2 amended                                       3
  5.   Sections 4C, 4D and 4E inserted                         3
       4C.      Eleventh Supplementary Agreement         3
       4D.      Twelfth Supplementary Agreement          4
       4E.      State empowered                          4
  6.   Twelfth and Thirteenth Schedules inserted                4
       Twelfth Schedule -- Eleventh Supplementary
             Agreement

       Thirteenth Schedule -- Twelfth Supplementary
              Agreement

       Part 3 -- Iron Ore (Robe River)
            Agreement Act 1964 amended
  7.   Act amended                                            156
  8.   Section 2 amended                                      156
  9.   Sections 4B and 4C inserted                            156
       4B.      Sixth variation agreement               156
       4C.      State empowered under clause 9D(9)(a)   156




                         175--1                                page i
Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010



Contents



      10.     Seventh Schedule inserted                               156
              Seventh Schedule -- Sixth variation agreement

              Part 4 -- Iron Ore (Mount Bruce)
                   Agreement Act 1972 amended
      11.     Act amended                                             233
      12.     Section 2 amended                                       233
      13.     Sections 4B and 4C inserted                             233
              4B.      2010 Variation Agreement                 233
              4C.      State empowered under clause 20E(9)(a)   234
      14.     Fourth Schedule inserted                                234
              Fourth Schedule -- 2010 Variation Agreement

              Part 5 -- Iron Ore (Hope Downs)
                   Agreement Act 1992 amended
      15.     Act amended                                             314
      16.     Section 3 amended                                       314
      17.     Section 4 amended                                       314
      18.     Section 5 inserted                                      315
              5.       State empowered under clause 15C(9)(a)   315
      19.     Schedule amended                                        315
      20.     Schedule 2 inserted                                     315
              Schedule 2 -- First Variation Agreement

              Part 6 -- Iron Ore (Yandicoogina)
                   Agreement Act 1996 amended
      21.     Act amended                                             399
      22.     Section 3 amended                                       399
      23.     Section 4 amended                                       399
      24.     Section 5 inserted                                      400
              5.       State empowered under clause 12C(9)(a)   400
      25.     Schedule 2 inserted                                     400
              Schedule 2 -- First Variation Agreement

              Part 7 -- Iron Ore (Mount Newman)
                   Agreement Act 1964 amended
      26.     Act amended                                             480
      27.     Section 2 amended                                       480


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      Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010



                                                               Contents



28.    Sections 4B and 4C inserted                              480
       4B.      Sixth Variation Agreement                480
       4C.      State empowered under clause 9E(9)(a)    481
29.    Seventh Schedule inserted                                481
       Seventh Schedule -- Sixth Variation Agreement

       Part 8 -- Iron Ore (Mount
            Goldsworthy) Agreement
            Act 1964 amended
30.    Act amended                                              559
31.    Section 3 amended                                        559
32.    Sections 5B and 5C inserted                              559
       5B.      Fourth Variation Agreement               559
       5C.      State empowered under clause 9E(9)(a)    560
33.    Fifth Schedule inserted                                  560
       Fifth Schedule -- Fourth Variation Agreement

       Part 9 -- Iron Ore (Goldsworthy-
            Nimingarra) Agreement Act 1972
            amended
34.    Act amended                                              637
35.    Section 2 amended                                        637
36.    Sections 6 and 7 inserted                                637
       6.       Second Variation Agreement               637
       7.       State empowered under clause 16C(9)(a)   638
37.    Schedule 3 inserted                                      638
       Schedule 3 -- Second Variation Agreement

       Part 10 -- Iron Ore (McCamey's
            Monster) Agreement
            Authorisation Act 1972 amended
38.    Act amended                                              713
39.    Section 2A inserted                                      713
       2A.      Term used: current Agreement             713
40.    Section 3 amended                                        713
41.    Sections 4, 5 and 6 amended                              714
42.    Sections 8 and 9 inserted                                714
       8.       Fourth Variation Agreement               714
       9.       State empowered under clause 11E(9)(a)   714


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Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010



Contents



      43.     Schedule 5 inserted                                       714
              Schedule 5 -- Fourth Variation Agreement

              Part 11 -- Iron Ore (Marillana Creek)
                   Agreement Act 1991 amended
      44.     Act amended                                               788
      45.     Section 7 inserted                                        788
              7.       Variation of Agreement about size of ore
                       products and applicable royalties          788
      46.     Section 3 amended                                         790
      47.     Section 4 amended                                         790
      48.     Sections 8 and 9 inserted                                 790
              8.       Third Variation Agreement                  790
              9.       State empowered under clause 14C(9)(a)     791
      49.     Schedule 4 inserted                                       791
              Schedule 4 -- Third Variation Agreement




page iv
                           Western Australia


                     LEGISLATIVE ASSEMBLY



  Iron Ore Agreements Legislation Amendment
               Bill (No. 2) 2010


                               A Bill for


An Act to amend these Acts --
•  the Iron Ore (Hamersley Range) Agreement Act 1963;
•  the Iron Ore (Robe River) Agreement Act 1964;
•  the Iron Ore (Mount Bruce) Agreement Act 1972;
•  the Iron Ore (Hope Downs) Agreement Act 1992;
•  the Iron Ore (Yandicoogina) Agreement Act 1996;
•  the Iron Ore (Mount Newman) Agreement Act 1964;
•  the Iron Ore (Mount Goldsworthy) Agreement Act 1964;
•  the Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972;
•  the Iron Ore (McCamey's Monster) Agreement Authorisation
   Act 1972;
•  the Iron Ore (Marillana Creek) Agreement Act 1991.



The Parliament of Western Australia enacts as follows:




                                                          page 1
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 1         Preliminary

     s. 1



 1                          Part 1 -- Preliminary
 2   1.       Short title
 3            This is the Iron Ore Agreements Legislation Amendment
 4            Act (No. 2) 2010.

 5   2.       Commencement
 6            This Act comes into operation as follows --
 7             (a) Part 1 -- comes into operation on the day on which this
 8                   Act receives the Royal Assent (assent day);
 9             (b) section 45 is deemed to have come into operation on
10                   1 July 2010 immediately after the Iron Ore Agreements
11                   Legislation Amendment Act 2010 Part 4 came into
12                   operation;
13             (c) the rest of the Act -- comes into operation on the day
14                   after assent day.
15




     page 2
                     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                                s. 3



 1         Part 2 -- Iron Ore (Hamersley Range) Agreement
 2                       Act 1963 amended
 3   3.         Act amended
 4              This Part amends the Iron Ore (Hamersley Range) Agreement
 5              Act 1963.

 6   4.         Section 2 amended
 7        (1)   At the end of section 2 insert:
 8

 9                    the Eleventh Supplementary Agreement means the
10                    agreement a copy of which is set out in the Twelfth
11                    Schedule;
12                    the Twelfth Supplementary Agreement means the
13                    agreement a copy of which is set out in the Thirteenth
14                    Schedule.
15

16        (2)   In section 2 in the definition of the Tenth Supplementary
17              Agreement delete "Schedule." and insert:
18

19              Schedule;
20


21   5.         Sections 4C, 4D and 4E inserted
22              After section 4B insert:
23


24           4C.      Eleventh Supplementary Agreement
25              (1)   The Eleventh Supplementary Agreement is ratified and
26                    its implementation is authorised.
27              (2)   Without limiting or otherwise affecting the application
28                    of the Government Agreements Act 1979, the Eleventh


                                                                            page 3
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



 1                  Supplementary Agreement is to operate and take effect
 2                  despite any other Act or law.

 3          4D.     Twelfth Supplementary Agreement
 4            (1)   The Twelfth Supplementary Agreement is ratified and
 5                  its implementation is authorised.
 6            (2)   Without limiting or otherwise affecting the application
 7                  of the Government Agreements Act 1979, the Twelfth
 8                  Supplementary Agreement is to operate and take effect
 9                  despite any other Act or law.

10          4E.     State empowered
11            (1)   The State has power in accordance with
12                  clause 10N(9)(a) of the Principal Agreement, as
13                  defined in the Eleventh Supplementary Agreement, and
14                  as inserted by that Supplementary Agreement.
15            (2)   The State has power in accordance with
16                  clause 7E(9)(a) of the Principal Agreement, as defined
17                  in the Twelfth Supplementary Agreement, and as
18                  inserted by that Supplementary Agreement.
19


20   6.       Twelfth and Thirteenth Schedules inserted
21            After the Eleventh Schedule insert:




     page 4
                Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                       s. 6



1          Twelfth Schedule -- Eleventh Supplementary
2                          Agreement
3                                                                     [s. 2]
4                                   2010
5
6
7
8           THE HONOURABLE COLIN JAMES BARNETT
9        PREMIER OF THE STATE OF WESTERN AUSTRALIA
10
11
12                                  AND
13
14
15                 HAMERSLEY IRON PTY. LIMITED
16                       ACN 004 558 276
17
18
19
20
21
22       IRON ORE (HAMERSLEY RANGE) AGREEMENT 1963
23
24                RATIFIED VARIATION AGREEMENT
25
26
27
28
29                           [Solicitor's details]
30
31
32
33
34
35
36
37
38



                                                                    page 5
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1    THIS AGREEMENT is made this 17th day of November 2010

2


3    BETWEEN

4    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
5    State of Western Australia acting for and on behalf of the said State and
6    instrumentalities thereof from time to time (State)

7    AND

8    HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,
9    Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia
10   (Company).

11


12   RECITALS

13   A.       The State and the Company are the parties to the agreement dated 30
14            July 1963 approved by and scheduled to the Iron Ore (Hamersley
15            Range) Agreement Act 1963 and which as subsequently added to,
16            varied or amended is referred to in this Agreement as the "Principal
17            Agreement".

18   B.       The State and the Company wish to vary the Principal Agreement.

19


20   THE PARTIES AGREE AS FOLLOWS:

21   1.       Subject to the context, the words and expressions used in this
22            Agreement have the same meanings respectively as they have in and
23            for the purpose of the Principal Agreement.

24   2.       The State shall sponsor a Bill in the Parliament of Western Australia
25            to ratify this Agreement and shall endeavour to secure its passage as
26            an Act prior to 31 December 2010 or such later date as the parties
27            may agree.


     page 6
                     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                                s. 6



1    3.        (a)      Clause 4 does not come into operation unless or until an Act
2                       passed in accordance with clause 2 ratifies this Agreement.

3              (b)      If by 30 June 2011, or such later date as may be agreed
4                       pursuant to clause 2, clause 4 has not come into operation
5                       then unless the parties hereto otherwise agree this
6                       Agreement shall cease and determine and neither party shall
7                       have any claim against the other party with respect to any
8                       matter or thing arising out of or done or performed or
9                       omitted to be done or performed under this Agreement.

10   4.        The Principal Agreement is hereby varied as follows:

11             (1)      in clause 1:

12                      (a)       by deleting the existing definitions of "fine ore"
13                                and "lump ore";

14                      (b)       by inserting in the appropriate alphabetical
15                                positions the following new definitions:

16                               "approved proposal" means a proposal approved or
17                               determined under this Agreement;

18                               "beneficiated ore":

19                               (a)       means iron ore that has been
20                                         concentrated or upgraded (otherwise than
21                                         solely by crushing, screening, separating
22                                         by hydrocycloning or a similar
23                                         technology which uses primarily size as a
24                                         criterion,     washing,        scrubbing,
25                                         trommelling or drying or by a
26                                         combination of 2 or more of those
27                                         processes) by the Company in a plant
28                                         constructed pursuant to a proposal
29                                         approved pursuant to an Integration
30                                         Agreement or in such other plant as is
31                                         approved by the Minister after
32                                         consultation with the Minister for Mines


                                                                             page 7
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                                      and "beneficiation" and "beneficiate"
2                                      have corresponding meanings; and

3                             (b)      for the avoidance of doubt, includes iron
4                                      ore concentration products from the
5                                      Mount Tom Price concentration plant;

6                             "fine ore" means iron ore (not being beneficiated
7                             ore) which is screened and will pass through a 6.3
8                             millimetre mesh screen;

9                             "Integration Agreement" means:

10                            (a)       the agreement approved by and
11                                      scheduled to the Iron Ore (Hamersley
12                                      Range) Agreement Act 1963, as from
13                                      time to time added to, varied or
14                                      amended; or

15                            (b)       the agreement approved by and
16                                      scheduled to the Iron Ore (Robe River)
17                                      Agreement Act 1964, as from time to
18                                      time added, to varied or amended; or
19
20                            (c)       the agreement approved by and
21                                      scheduled to the Iron Ore (Hamersley
22                                      Range) Agreement Act Amendment Act
23                                      1968, as from time to time added to,
24                                      varied or amended; or

25                            (d)      the agreement ratified by and scheduled
26                                     to the Iron Ore (Mount Bruce)
27                                     Agreement Act 1972, as from time to
28                                     time added to, varied or amended; or
29
30                            (e)      the agreement ratified by and scheduled
31                                     to the Iron Ore (Hope Downs)
32                                     Agreement Act 1992, as from time to
33                                     time added to, varied or amended; or
34



     page 8
                Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                           s. 6



1                           (f)      the agreement ratified by and scheduled
2                                    to the Iron Ore (Yandicoogina)
3                                    Agreement Act 1996, as from time to
4                                    time added to, varied or amended; or
5
6                           (g)      the agreement approved by and
7                                    scheduled to the Iron Ore (Mount
8                                    Newman) Agreement Act 1964, as from
9                                    time to time added to, varied or
10                                   amended; or
11
12                          (h)      the agreement approved by and
13                                   scheduled to the Iron Ore (Mount
14                                   Goldsworthy) Agreement Act 1964, as
15                                   from time to time added to, varied or
16                                   amended; or
17
18                          (i)      the agreement ratified by and scheduled
19                                   to the Iron Ore (Goldsworthy-
20                                   Nimingarra) Agreement Act 1972, as
21                                   from time to time added to, varied or
22                                   amended; or
23
24                          (j)      the agreement authorised by and as
25                                   scheduled to the Iron Ore (McCamey's
26                                   Monster) Agreement Authorisation Act
27                                   1972, as from time to time added to,
28                                   varied or amended; or
29
30                          (k)      the agreement ratified by and scheduled
31                                   to the Iron Ore (Marillana Creek)
32                                   Agreement Act 1991, as from time to
33                                   time added to, varied or amended;
34
35                          "Integration Proponent" means in relation to an
36                          Integration Agreement, "the Company" or "the
37                          Joint Venturers" as the case may be as defined in,
38                          and for the purpose of, that Integration Agreement;



                                                                        page 9
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                             "laws relating to native title" means laws
2                             applicable from time to time in the said State in
3                             respect of native title and includes the Native Title
4                             Act 1993 (Commonwealth);

5                             "lump ore" means iron ore (not being beneficiated
6                             ore) which is screened and will not pass through a
7                             6.3 millimetre mesh screen;

8                             "Related Entity" means a company in which:

9                             (a)      as at 21 June 2010; and

10                            (b)      after 21 June 2010, with the approval of
11                                     the Minister,

12                             a direct or (through a subsidiary or subsidiaries
13                             within the meaning of the Corporations Act 2001
14                             (Commonwealth)) indirect shareholding of 20%
15                             or more is held by:

16                            (c)      Rio Tinto Limited ABN 96 004 458 404;
17                                     or

18                            (d)      BHP Billiton Limited ABN 49 004 028
19                                     077; or

20                            (e)      those companies referred to              in
21                                     paragraphs (c) and (d) in aggregate;

22                            "variation date" means the date on which clause 4
23                            of the variation agreement made on or about 17
24                            November 2010 between the State and the
25                            Company comes into operation;

26                            "washing" means a process of separation by water
27                            using only size as a criterion;




     page 10
                Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                              s. 6



1                  (c)      in the definition of "agreed or determined" by:

2                          (I)       deleting "assessed at" and substituting
3                                    "assessed on"; and

4                          (II)      deleting all the words after "shall have
5                                    regard to" and substituting a colon
6                                    followed by:

7                                    "(i)      in the case of iron ore initially
8                                              sold at cost pursuant to
9                                              paragraph (B) of the proviso to
10                                             clause 10(2)(e), the prices for
11                                             that type of iron ore prevailing
12                                             at the time the price for such
13                                             iron ore was agreed between
14                                             the arm's length purchaser
15                                             referred to in paragraph (B)(iii)
16                                             of that proviso and the seller in
17                                             relation to the type of sale and
18                                             the     relevant    international
19                                             seaborne iron ore market into
20                                             which such iron ore was sold
21                                             and where prices beyond the
22                                             deemed f.o.b. point are being
23                                             considered the deductions
24                                             mentioned in the definition of
25                                             f.o.b. value; and

26                                   (ii)      in any other case, the prices for
27                                             that type of iron ore prevailing
28                                             at the time the price for such
29                                             iron ore was agreed between
30                                             the Company and the purchaser
31                                             in relation to the type of sale
32                                             and the market into which such
33                                             iron ore was sold and where
34                                             prices beyond the deemed f.o.b.
35                                             point are being considered the



                                                                       page 11
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                                                 deductions mentioned in the
2                                                 definition of f.o.b. value;";

3                    (d)      in the definition of "Company's wharf" by
4                             inserting "and in clauses 10(2)(e) and (f) also any
5                             additional wharf constructed by the Company
6                             pursuant to this Agreement" before the semi colon;

7                    (e)      in the definition "f.o.b. value" by:

8                             (i)     in paragraph (i):

9                                     (A)     inserting "subject to paragraph
10                                            (ii)," before "in the case"; and

11                                    (B)      deleting    "assessed    at"    and
12                                             substituting "assessed on";

13                            (ii)    renumbering the existing paragraph (ii) as
14                                    paragraph (iii); and

15                            (iii)   inserting after paragraph (i) the following
16                                    new paragraph:

17                                    "(ii)       in the case of iron ore initially
18                                                sold at cost pursuant to
19                                                paragraph (B) of the proviso to
20                                                clause 10(2)(e), the price which
21                                                is payable for the iron ore by
22                                                the arm's length purchaser as
23                                                referred to in paragraph (B)(iii)
24                                                of that proviso or, where the
25                                                Minister considers, following
26                                                advice from the appropriate
27                                                Government department, that
28                                                the price payable in respect of
29                                                the iron ore does not represent
30                                                a fair and reasonable market
31                                                value for that type of iron ore
32                                                assessed on an arm's length


     page 12
                Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                               s. 6



1                                               basis     in    the      relevant
2                                               international seaborne iron ore
3                                               market, such amount as is
4                                               agreed or determined as
5                                               representing such a fair and
6                                               reasonable market value, less
7                                               all duties, taxes, costs and
8                                               charges referred to in paragraph
9                                               (i) above;";

10                 (f)      in the definition of "iron ore" by deleting "iron ore
11                          concentration products" and substituting ", without
12                          limitation, beneficiated ore";

13                 (g)      in the definition of "loading port" by:

14                          (i)       renumbering the existing paragraph (c)
15                                    as paragraph (e); and

16                          (ii)      inserting after paragraph        (b)     the
17                                    following new paragraphs:

18                                    "(c)      the Port of Port Hedland; or

19                                    (d)       any other port constructed after
20                                              the    variation date under an
21                                              Integration Agreement; or";

22                 (h)      in the definition of "metallised agglomerates" by
23                          deleting "or iron ore concentration products";

24                 (i)      in the definition of "mineral lease" by inserting
25                          "10H," after "10F";

26                 (j)      in the definition of "secondary processing" by
27                          deleting "concentration or other benefaction of
28                          iron ore other than by crushing or screening" and
29                          substituting "beneficiation of iron ore";




                                                                        page 13
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                    (k)      in the sentence regarding marginal notes by
2                             inserting "and clause headings" after "marginal
3                             notes"; and

4                    (l)      by inserting after that sentence the following new
5                             sentences:

6                             "Words in the singular shall include the plural and
7                             words in the plural shall include the singular
8                             according to the requirements of the context.

9                             Nothing in this Agreement shall be construed:

10                            (a)       to exempt the Company from compliance
11                                      with any requirement in connection with
12                                      the protection of the environment arising
13                                      out of or incidental to its activities under
14                                      this Agreement that may be made by or
15                                      under the EP Act; or

16                            (b)       to exempt the State or the Company from
17                                      compliance with or to require the State or
18                                      the Company to do anything contrary to
19                                      any laws relating to native title or any
20                                      lawful obligation or requirement imposed
21                                      on the State or the Company as the case
22                                      may be pursuant to any laws relating to
23                                      native title; or

24                            (c)       to exempt the Company from compliance
25                                      with the provisions of the Aboriginal
26                                      Heritage Act 1972 (WA).";

27             (2)   by inserting after clause 8 the following new clauses:

28                   "Additional Proposals
29
30                   8A.      (1)       If the Company, at any time during the
31                                      continuance of this Agreement after the
32                                      variation date, desires to significantly


     page 14
                Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                            s. 6



1                                   modify, expand or otherwise vary its
2                                   activities carried on pursuant to this
3                                   Agreement (other than under clauses
4                                   10A, 10G, 10I, 10K or 10N) beyond
5                                   those activities specified in any
6                                   proposals approved pursuant to clauses 6
7                                   and 7 it shall give notice of such desire to
8                                   the Minister and within 2 months
9                                   thereafter shall submit to the Minister
10                                  detailed proposals in respect of all
11                                  matters covered by such notice and such
12                                  of the other matters mentioned in clause
13                                  5(1)(a) as the Minister may require.
14
15                          (2)     A proposal may with the consent of the
16                                  Minister (except in relation to an
17                                  Integration Agreement) and that of any
18                                  parties concerned (being in respect of an
19                                  Integration Agreement the Integration
20                                  Proponent for that agreement) provide for
21                                  the use by the Company of any works
22                                  installations or facilities constructed or
23                                  established    under      a   Government
24                                  agreement.
25
26                          (3)     Each of the proposals pursuant to
27                                  subclause (1) may with the approval of
28                                  the Minister, or shall if so required by the
29                                  Minister, be submitted separately and in
30                                  any order as to any matter or matters in
31                                  respect of which such proposals are
32                                  required to be submitted.
33
34                          (4)     At the time when the Company submits
35                                  the said proposals it shall submit to the
36                                  Minister details of any services
37                                  (including any elements of the project
38                                  investigations, design and management)
39                                  and any works materials, plant,
40                                  equipment and supplies that it proposes to

                                                                       page 15
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                                     consider obtaining from or having carried
2                                     out or permitting to be obtained from or
3                                     carried out outside Australia together
4                                     with its reasons therefor and shall, if
5                                     required by the Minister, consult with the
6                                     Minister with respect thereto.
7
8                             (5)     The Company may withdraw its
9                                     proposals pursuant to subclause (1) at any
10                                    time before approval thereof, or where
11                                    any decision in respect thereof is referred
12                                    to arbitration as referred to in clause 8B,
13                                    within 3 months after the award by notice
14                                    to the Minister that it shall not be
15                                    proceeding with the same.
16
17                   Consideration of Company's proposals under clause 8A
18
19                   8B.      (1)      In respect of each proposal pursuant to
20                                     subclause (1) of clause 8A the Minister
21                                     shall:
22
23                                     (a)      subject to the limitations set out
24                                              below, refuse to approve the
25                                              proposal (whether it requests
26                                              the grant of new tenure or not)
27                                              if the Minister is satisfied on
28                                              reasonable grounds that it is not
29                                              in the public interest for the
30                                              proposal to be approved; or
31
32                                    (b)       approve of the proposal without
33                                              qualification or reservation; or
34
35                                     (c)      defer consideration of or
36                                              decision upon the same until
37                                              such time as the Company
38                                              submits a further proposal or
39                                              proposals in respect of some
40                                              other of the matters mentioned

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                                                                           s. 6



1                                            in clause 8A(1) not covered by
2                                            the said proposal; or
3
4                                   (d)      require as a condition precedent
5                                            to the giving of his approval to
6                                            the said proposal that the
7                                            Company make such alteration
8                                            thereto or comply with such
9                                            conditions in respect thereto as
10                                           he thinks reasonable, and in
11                                           such a case the Minister shall
12                                           disclose his reasons for such
13                                           conditions,
14
15                                  PROVIDED ALWAYS that where
16                                  implementation of any proposals
17                                  hereunder has been approved pursuant to
18                                  the EP Act subject to conditions or
19                                  procedures, any approval or decision of
20                                  the Minister under this clause shall if the
21                                  case so requires incorporate a
22                                  requirement that the Company make such
23                                  alterations to the proposals as may be
24                                  necessary to make them accord with
25                                  those conditions or procedures.
26
27                                  In considering whether to refuse to
28                                  approve a proposal the Minister is to
29                                  assess whether or not the implementation
30                                  of the proposal by itself, or together with
31                                  any one or more of the other submitted
32                                  proposals, will:
33
34                                  (i)   detrimentally affect economic and
35                                        orderly development in the said
36                                        State, including without limitation,
37                                        infrastructure development in the
38                                        said State; or
39




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     s. 6



1                                     (ii)    be contrary to or inconsistent with
2                                             the planning and development
3                                             policies and objectives of the
4                                             State; or
5
6                                     (iii)   detrimentally affect the rights and
7                                             interests of third parties; or
8
9                                     (iv)    detrimentally affect access to and
10                                            use by others of the lands the
11                                            subject of any grant or proposed
12                                            grant to the Company.
13
14                                    The right to refuse to approve a proposal
15                                    conferred by paragraph (a) may only be
16                                    exercised in respect of a proposal where
17                                    the Minister is satisfied on reasonable
18                                    grounds that a purpose of the proposal is
19                                    the integrated use of works installations
20                                    or facilities (as defined in subclause (7)
21                                    of clause 10L for the purpose of that
22                                    clause) as contemplated by clause 10L. It
23                                    may not be so exercised in respect of a
24                                    proposal if pursuant to clause 8C(5) the
25                                    Minister, prior to the submission of the
26                                    proposal, advised the Company in
27                                    writing that the Minister has no public
28                                    interest concerns (as defined in that
29                                    clause) with the single preferred
30                                    development (as referred to in clause
31                                    8C(5)(a)) the subject of the submitted
32                                    proposals and those proposals are
33                                    consistent (as to their substantive scope
34                                    and content) with the information
35                                    provided to the Minister pursuant to
36                                    clause 8C(5) in respect of that single
37                                    preferred development.
38
39                            (2)     The Minister shall within 2 months after
40                                    receipt of proposals pursuant to clause

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                                                                           s. 6



1                                   8A(1) give notice to the Company of his
2                                   decision in respect to the proposals,
3                                   PROVIDED THAT where a proposal is
4                                   to be assessed under Part IV of the EP
5                                   Act the Minister shall only give notice to
6                                   the Company of his decision in respect to
7                                   the proposal within 2 months after
8                                   service on him of an authority under
9                                   section 45(7) of the EP Act.
10
11                          (3)     If the decision of the Minister is as
12                                  mentioned in either of paragraphs (a), (c)
13                                  or (d) of subclause (1) the Minister shall
14                                  afford the Company full opportunity to
15                                  consult with him and should it so desire
16                                  to submit new or revised proposals either
17                                  generally or in respect to some particular
18                                  matter.
19
20                          (4)     If the decision of the Minister is as
21                                  mentioned in either of paragraphs (c) or
22                                  (d) of subclause (1) and the Company
23                                  considers     that    the   decision     is
24                                  unreasonable the Company within 2
25                                  months after receipt of the notice
26                                  mentioned in subclause (2) may elect to
27                                  refer to arbitration in the manner
28                                  hereinafter provided the question of the
29                                  reasonableness      of    the     decision
30                                  PROVIDED THAT any requirement of
31                                  the Minister pursuant to the proviso to
32                                  subclause (1) shall not be referable to
33                                  arbitration hereunder. A decision of the
34                                  Minister under paragraph (a) of
35                                  subclause (1) shall not be referable to
36                                  arbitration under this Agreement.
37
38                          (5)     If by the award made on the arbitration
39                                  pursuant to subclause (4) the dispute is
40                                  decided in favour of the Company the

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     s. 6



1                                       decision shall take effect as a notice by
2                                       the Minister that he is so satisfied with
3                                       and approves the matter or matters the
4                                       subject of the arbitration.
5
6                             (6)       The Company shall implement the
7                                       approved proposals in accordance with
8                                       the terms thereof.
9
10                            (7)      Notwithstanding clause 21, the Minister
11                                     may during the implementation of
12                                     approved proposals approve variations to
13                                     those proposals.
14
15                   Notification of possible proposals
16
17                   8C.      (1)       If the Company, upon completion of a
18                                      pre-feasibility study in respect of any
19                                      matter that would require the submission
20                                      and approval of proposals pursuant to
21                                      this Agreement (being proposals which
22                                      will have as their purpose, or one of their
23                                      purposes, the integrated use of works
24                                      installations or facilities as contemplated
25                                      by clause 10L) for the matter to be
26                                      undertaken, intends to further consider
27                                      the matter with a view to possibly
28                                      submitting such proposals it shall
29                                      promptly notify the Minister in writing
30                                      giving reasonable particulars of the
31                                      relevant matter.
32
33                            (2)       Within one (1) month after receiving the
34                                      notification the Minister may, if the
35                                      Minister so wishes, inform the Company
36                                      of the Minister's views of the matter at
37                                      that stage.
38
39                            (3)       If the Company is informed of the
40                                      Minister's views, it shall take them into

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                                                                          s. 6



1                                   account in deciding whether or not to
2                                   proceed with its consideration of the
3                                   matter and the submission of proposals.
4
5                           (4)     Neither the Minister's response nor the
6                                   Minister choosing not to respond shall in
7                                   any way limit, prejudice or otherwise
8                                   affect the exercise by the Minister of the
9                                   Minister's powers, or the performance of
10                                  the Minister's obligations, under this
11                                  Agreement or otherwise under the laws
12                                  from time to time of the said State.
13
14                          (5)     (a)    This subclause applies where the
15                                         Company has settled upon a
16                                         single preferred development a
17                                         purpose of which is the integrated
18                                         use of works installations or
19                                         facilities (as defined in subclause
20                                         (7) of clause 10L for the purpose
21                                         of that clause) as contemplated
22                                         by clause 10L.
23
24                                  (b)    For the purpose of this subclause
25                                         "public interest concerns" means
26                                         any concern that implementation
27                                         of    the     single     preferred
28                                         development or any part of it
29                                         will:
30
31                                         (i)     detrimentally       affect
32                                                 economic and orderly
33                                                 development in the said
34                                                 State, including without
35                                                 limitation, infrastructure
36                                                 development in the said
37                                                 State; or
38
39                                         (ii)    be contrary to          or
40                                                 inconsistent with      the

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     s. 6



1                                                    planning               and
2                                                    development policies and
3                                                    objectives of the State; or
4
5                                            (iii)   detrimentally affect the
6                                                    rights and interests of
7                                                    third parties; or
8
9                                            (iv)    detrimentally     affect
10                                                   access to and use by
11                                                   others of lands the
12                                                   subject of any grant or
13                                                   proposed grant to the
14                                                   Company.
15
16                                    (c)    At any time prior to submission
17                                           of proposals the Company may
18                                           give to the Minister notice of its
19                                           single preferred development and
20                                           request the Minister to confirm
21                                           that the Minister has no public
22                                           interest concerns with that single
23                                           preferred development.
24
25                                    (d)    The Company shall furnish to the
26                                           Minister    with     its    notice
27                                           reasonable particulars of the
28                                           single preferred development
29                                           including, without limitation:
30
31                                           (i)     as to the matters that
32                                                   would be required to be
33                                                   addressed in submitted
34                                                   proposals; and
35
36                                           (ii)    its       progress     in
37                                                   undertaking           any
38                                                   feasibility    or   other
39                                                   studies or matters to be
40                                                   completed          before

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                                                                          s. 6



1                                                  submission of proposals;
2                                                  and
3
4                                          (iii)   its     timetable      for
5                                                  obtaining         required
6                                                  statutory    and     other
7                                                  approvals in relation to
8                                                  the    submission     and
9                                                  approval of proposals;
10                                                 and
11
12                                         (iv)    its tenure requirements.
13
14                                  (e)    If so required by the Minister, the
15                                         Company will provide to the
16                                         Minister such further information
17                                         regarding the single preferred
18                                         development as the Minister may
19                                         require from time to time for the
20                                         purpose of considering the
21                                         Company's request and also
22                                         consult with the Minister or
23                                         representatives or officers of the
24                                         State in regard to the single
25                                         preferred development.
26
27                                  (f)    Within 2 months after receiving
28                                         the notice (or if the Minister
29                                         requests further information,
30                                         within 2 months after the
31                                         provision of that information) the
32                                         Minister    must     advise the
33                                         Company:
34
35                                         (iv)    that the Minister has no
36                                                 public interest concerns
37                                                 with the single preferred
38                                                 development; or
39




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     s. 6



1                                               (v)     that he is not then in a
2                                                       position to advise that he
3                                                       has no public interest
4                                                       concerns with the single
5                                                       preferred    development
6                                                       and     the      Minister's
7                                                       reasons in that regard.
8
9                                       (g)     If the Minister gives the advice
10                                              mentioned in paragraph (f)(ii) the
11                                              Company may, should it so
12                                              desire, give a further request to
13                                              the Minister in respect of a
14                                              revised or alternate single
15                                              preferred development and the
16                                              provisions of this subclause shall
17                                              apply mutatis mutandis thereto.";
18
19             (3)   in paragraph (b) of clause 9(1):

20                   (i)      by deleting "Clause 6 or Clause 7" and substituting
21                            "clauses, 6, 7, 8B, 10I or 10K";

22                   (ii)     in subparagraph (i) by:

23                            (A)     inserting "cause to be granted" after
24                                    "grant";

25                            (B)     in the paragraph beginning "for nominal
26                                    consideration", deleting "the harbour
27                                    area";

28                            (C)     inserting after that paragraph the following
29                                    new paragraph:

30                                    "at commercial rentals, licence or
31                                    easement fees as applicable - leases,
32                                    licences or easements within the Port of
33                                    Dampier; and";



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                                                                             s. 6



1                           (D)     deleting "and" before "the Jetties Act" and
2                                   substituting a comma;

3                           (E)     inserting ", the Port Authorities Act 1999
4                                   (WA)" after "1926"; and

5                           (F)     inserting "installations or facilities" after
6                                   "as the Company reasonably requires for
7                                   its works"; and

8                  (iii)     in the proviso by deleting "or (as the case may be)
9                            all iron ore concentration products";

10        (4)      by inserting after subclause (3) of clause 9 the following
11                 new subclause:

12                 "(3a)   The provisions of subclause (1) of this clause shall
13                         not operate so as to require the State to grant or
14                         vary, or cause to be granted or varied, any lease
15                         licence or other right or title until all processes
16                         necessary under any laws relating to native title to
17                         enable that grant or variation to proceed, have been
18                         completed.";
19
20        (5)      by deleting paragraph (e) of clause 10(2) and substituting
21                 the following new paragraphs:

22                 "(e)    ship, or procure the shipment of, all iron ore mined
23                         from the mineral lease, all iron ore mined from the
24                         mining lease and all iron ore referred to in clause
25                         10(2)(ja) and (in each case) sold:
26
27                         (i)      from the Company's wharf; or
28
29                         (ii)     from any other wharf in a loading port
30                                  which wharf has been constructed under an
31                                  Integration Agreement; or
32
33                         (iii)    with the Minister's approval given before
34                                  submission of proposals in that regard,


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     s. 6



1                                    from any other wharf in a loading port
2                                    which wharf has been constructed under
3                                    another Government agreement (excluding
4                                    the Integration Agreements),
5
6                           and use its best endeavours to obtain therefor the
7                           best price possible having regard to market
8                           conditions from time to time prevailing PROVIDED
9                           THAT:
10
11                          (A)      this paragraph shall not apply to iron ore
12                                   used for secondary processing or for the
13                                   manufacture of iron or steel in any part of
14                                   the said State lying north of the twenty
15                                   sixth parallel of latitude; and
16
17                          (B)      iron ore from the mineral lease or the
18                                   mining lease may be sold by the Company
19                                   prior to or at the time of the shipment
20                                   under this Agreement at a price equal to
21                                   the production costs in respect of that iron
22                                   ore up to the point of sale, if:
23
24                                   (i)     the Minister is notified before the
25                                           time of shipment that the sale is to
26                                           be made at cost, providing details
27                                           of the proposed sale; and
28
29                                   (ii)    the Minister is notified of the
30                                           proposed arm's length purchaser in
31                                           the relevant international seaborne
32                                           iron ore market of the iron ore the
33                                           subject of the proposed sale at
34                                           cost; and
35
36                                   (iii)   there is included in the return
37                                           lodged pursuant to subclause
38                                           (2)(k) particulars of the transaction
39                                           in which the ore sold at cost was
40                                           subsequently purchased in the

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                                                                            s. 6



1                                          relevant international seaborne
2                                          iron ore market by an arm's length
3                                          purchaser        specifying       the
4                                          purchaser, the seller, the price and
5                                          the date when the sale was agreed
6                                          between the arm's length purchaser
7                                          and the seller; and
8
9                                  (iv)    the arm's length purchaser referred
10                                         to in (iii) above is not then a
11                                         designated purchaser as referred to
12                                         in subclause (2)(ea);
13
14                 Designated purchaser
15
16                 (ea)   if required by notice in writing from the Minister,
17                        provide the Minister within 30 days after receiving
18                        the notice with evidence that the transaction as
19                        included in the return pursuant to paragraph (B)(iii)
20                        of subclause (2)(e) was a sale in the relevant
21                        international seaborne iron ore market to an
22                        independent participant in that market. If no
23                        evidence is provided or the Minister is not so
24                        satisfied on the evidence provided or other
25                        information obtained, the Minister may by notice to
26                        the Company designate the purchaser to be a
27                        designated purchaser and that designation will
28                        remain in force unless and until lifted by further
29                        notice from the Minister to the Company. For the
30                        avoidance of doubt, the parties acknowledge that
31                        marketing entities forming part of the corporate
32                        group including the Company (or part of the parallel
33                        corporate group if the Company is part of a dual-
34                        listed corporate structure) are not independent
35                        participants for the purposes of this subclause;";
36




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     s. 6



1               (6)   in paragraph (j) of clause 10(2) by:

2                     (i)      in subparagraph (iii) deleting           "iron ore
3                              concentration     products" and          substituting
4                              "beneficiated ore";

5                     (ii)     in the paragraph after subparagraph (iv):

6                              "(A)      deleting "iron ore concentration products
7                                        are" and substituting "beneficiated ore
8                                        is";

9                               (B)      deleting the second reference to "iron ore
10                                       concentration products" and substituting
11                                       "beneficiated ore"; and

12                              (C)      deleting "those iron ore concentration
13                                       products"     and    substituting "that
14                                       beneficiated ore"; and

15                    (iii)    inserting at the end of the paragraph:

16                             "Where for the purpose of determining f.o.b. value
17                             it is necessary to convert an amount or price to
18                             Australian currency, the conversion is to be
19                             calculated using a rate (excluding forward hedge or
20                             similar contract rates) that has been approved by
21                             the Minister at the request of the Company and in
22                             the absence of such request as determined by the
23                             Minister to be a reasonable rate for the purpose.

24                             The provisions of regulation 85AA (Effect of GST
25                             etc on royalties) of the Mining Regulations 1981
26                             (WA) shall apply mutatis mutandis to the
27                             calculation of royalties under this clause.";

28             (7)    in paragraph (k) of clause 10(2) by:

29                    (a)      inserting ", and also showing such other
30                             information in relation to the abovementioned iron


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                                                                             s. 6



1                           ore as the Minister may from time to time
2                           reasonably require in regard to, and to assist in
3                           verifying, the calculation of royalties in accordance
4                           with paragraphs (j) and (ja)" after "the due date of
5                           the return"; and

6                  (b)      deleting all the words after "calculated on the basis
7                           of" and substituting a colon followed by:

8                           "(i)      in the case of iron ore initially sold at
9                                     cost pursuant to paragraph (B) of the
10                                    proviso to subclause (2)(e), at the price
11                                    notified pursuant to paragraph (B)(iii) of
12                                    that proviso;

13                          (ii)      in any other case, invoices or provisional
14                                    invoices (as the case may be) rendered
15                                    by Company to the purchaser (which
16                                    invoices the Company shall render
17                                    without delay simultaneously furnishing
18                                    copies thereof to the Minister) of such
19                                    iron ore or on the basis of estimates as
20                                    agreed or determined,

21                          and shall from time to time in the next following
22                          appropriate return and payment make (by the
23                          return and by cash) all such necessary adjustments
24                          (and give to the Minister full details thereof) when
25                          the f.o.b. value shall have been finally calculated,
26                          agreed or determined;";

27        (8)      in paragraph (n) of clause 10(2) by:

28                 (a)      deleting "books of account and records of the
29                          Company including contracts relative" and
30                          substituting "books, records, accounts, documents
31                          (including contracts), data and information of the
32                          Company stored by any means relating";




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     s. 6



1                     (b)      inserting "(in whatever form)" after "copies or
2                              extracts"; and

3                     (c)      inserting "the subject of royalty " before the first
4                              two references to "hereunder";

5              (9)    by inserting after paragraph (n) of clause 10(2) the
6                     following new paragraph:

7                     "(o)     The Company shall cause to be produced in Perth
8                              in the said State all books, records, accounts,
9                              documents (including contracts), data and
10                             information of the kind referred to in paragraph (n)
11                             to enable the exercise of rights by the Minister or
12                             the Minister's nominee under paragraph (n),
13                             regardless of the location in which or by whom
14                             those books, records, accounts, documents
15                             (including contracts), data and information are
16                             stored from time to time.";

17             (10)   in clause 10(4):

18                    (a)      by deleting paragraph (a) and substituting the
19                             following new paragraph (a):

20                             "(a)      The Company may blend iron ore mined
21                                       from the mineral lease and the mining
22                                       lease or either of them with any:
23
24                                       (i)     iron ore mined from a mining
25                                               tenement or other mining title
26                                               granted under, or pursuant to, an
27                                               Integration Agreement; or
28
29                                       (ii)     iron ore mined from a Mining
30                                                Act 1978 mining lease located
31                                                in, or proximate to, the Pilbara
32                                                region of the said State which is
33                                                held by a Related Entity alone
34                                                or with a third party or parties


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                                                                             s. 6



1                                              (excluding any mining lease
2                                              granted pursuant to, or held
3                                              under,      a    Government
4                                              agreement); or
5
6                                    (iii)     with the prior approval of the
7                                              Minister, iron ore mined in, or
8                                              proximate to the Pilbara region
9                                              of the said State under a
10                                             Government           agreement
11                                             (excluding     an   Integration
12                                             Agreement); or
13
14                                   (iv)      with the prior approval of the
15                                             Minister, iron ore mined by a
16                                             third party from a Mining Act
17                                             1978 mining lease located in,
18                                             or proximate to, the Pilbara
19                                             region of the said State
20                                             (excluding under a Government
21                                             agreement) which has been
22                                             purchased by an Integration
23                                             Proponent from the third
24                                             party.";
25
26                 (b)      in paragraph (b) by:

27                          (i)      deleting "there is" and substituting "there
28                                   are";

29                          (ii)     deleting  "between      the       relevant
30                                   Government agreements";

31                          (iii)    deleting "blended and" and substituting
32                                   "blended as between each of the sources
33                                   referred to in paragraph (a),"; and

34                          (iv)     inserting a comma after "processing";




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1              (11)   in clause 10A by:

2                     (a)      inserting in its heading "for townsites" after
3                              "Additional Proposals";

4                     (b)      deleting "The" at the beginning of subclause (2)
5                              and "If" at the beginning of subclause (3) and in
6                              each case substituting:

7                              "Subject to subclause (3a),";

8                     (c)      inserting after subclause (3) the following new
9                              subclause:

10                             "(3a)      After the variation date, the provisions of
11                                        clauses 8A(2) to (5) and of 8B shall
12                                        mutatis mutandis apply to proposals
13                                        submitted pursuant to this clause."; and

14                    (d)      deleting subclause (4);

15             (12)   in clause 10I(10) by deleting "subclauses (3) to (8) of this
16                    clause" and substituting "clauses 8A(2) to (5) and of 8B";

17             (13)   in clause 10I(11) by:

18                    (a)      inserting "environmental" before each reference to
19                             "approved proposals"; and

20                    (b)      deleting "subclauses (4), (5), (6), (7), (9) and" in
21                             paragraph (f) and substituting "clause 8B and
22                             subclause";

23             (14)   in clause 10J(1) by:

24                    (a)      inserting ", the mining lease, any land that may be
25                             included in the mineral lease or the mining lease
26                             pursuant to clauses 10F, 10H, 10I or 10K and of
27                             any other mineral lease or mining lease granted
28                             under or pursuant to this Agreement (as
29                             aggregated)" after "total area of the mineral lease";

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1                  (b)      deleting "300 square miles" and substituting "777
2                           square kilometres"; and

3                  (c)      inserting "by endorsement" after "the subject
4                           thereof in the mineral lease";

5         (15)     by inserting after subclause (1) of clause 10J the following
6                  new subclause:

7                  "(1a)    The Minister may approve, upon application by
8                           the Company from time to time, for the total area
9                           referred to in subclause (1) to be increased up to a
10                          limit not exceeding 1,000 square kilometres.";

11        (16)     in clause 10J(3) by inserting "as additional proposals
12                 pursuant to clause 8A" before the full stop;

13        (17)     by deleting clause 10J(4);

14        (18)     in clause 10K(4) by deleting the full stop at the end of
15                 paragraph (c), substituting a semi colon followed by the
16                 following new paragraphs:

17                 "(d)     under subclause (4) thereof the Minister could
18                          refuse to approve a submitted proposal as provided
19                          in clause 8B(1);
20
21                  (e)     subclause (6) thereof also applied to a decision of
22                          the Minister to refuse to approve a proposal; and
23
24                  (f)     the following sentence was inserted at the end of
25                          subclause (7) thereof:
26
27                          "A decision of the Minister to refuse to approve a
28                          submitted proposal shall not be referable to
29                          arbitration under this Agreement.";
30
31        (19)     in paragraph (c) of clause 10K(8) by deleting the full stop at
32                 the end of subparagraph (b), substituting a semi colon
33                 followed by the following new paragraphs:


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     s. 6



1                     "(c)      under subclause (4) thereof the Minister could
2                               refuse to approve a submitted proposal as provided
3                               in clause 8B(1);
4
5                     (d)      subclause (6) thereof also applied to a decision of
6                              the Minister to refuse to approve a proposal; and
7
8                     (e)      the following sentence was inserted at the end of
9                              subclause (7) thereof:
10
11                             "A decision of the Minister to refuse to approve a
12                             submitted proposal shall not be referable to
13                             arbitration under this Agreement.";
14
15             (20)   by inserting after clause 10K the following new clauses:

16                    "Integrated use of works installations or facilities under the
17                    Integration Agreements

18                    10L.     (1)    Subject to subclauses (2) to (7) of this
19                                    clause and to the other provisions of this
20                                    Agreement, the Company may during the
21                                    continuance of this Agreement:
22
23                                    (a)     use any existing or new works
24                                            installations or facilities constructed
25                                            or held:
26
27                                            (i)     under this Agreement; or
28
29                                            (ii)    under any other Integration
30                                                    Agreement which are made
31                                                    available for such use and
32                                                    during the continuance of
33                                                    such Integration Agreement;
34                                                    or
35
36                                            (iii)   with the approval of the
37                                                    Minister,    under      a
38                                                    Government      agreement

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                                                                           s. 6



1                                               (excluding an Integration
2                                               Agreement) which are made
3                                               available for such use and
4                                               during the continuance of
5                                               that agreement,
6
7                                        (wholly or in part) in the activities
8                                        of the Company carried on by it
9                                        pursuant    to    this     Agreement
10                                       including, without limitation, as part
11                                       of those activities, transporting by
12                                       railway and shipping from a loading
13                                       port and undertaking any ancillary
14                                       and incidental activities in doing so
15                                       (including,    without     limitation,
16                                       blending permitted by clause 10(4))
17                                       of:
18
19                                       (A)     iron ore mined from a
20                                               Mining Act 1978 mining
21                                               lease    located    in,    or
22                                               proximate to, the Pilbara
23                                               region of the said State
24                                               which is held by a Related
25                                               Entity alone or with a third
26                                               party or parties (excluding
27                                               any mining lease granted
28                                               pursuant to, or held under, a
29                                               Government agreement);
30
31                                       (B)     with the prior approval of
32                                               the Minister, iron ore mined
33                                               in, or proximate to, the
34                                               Pilbara region of the said
35                                               State under a Government
36                                               agreement (excluding an
37                                               Integration Agreement);
38
39                                       (C)     with the prior approval of
40                                               the Minister, iron ore mined

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     s. 6



1                                                  by a third party from a
2                                                  Mining Act 1978 mining
3                                                  lease    located    in,   or
4                                                  proximate to, the Pilbara
5                                                  region of the said State
6                                                  (excluding       under     a
7                                                  Government        agreement)
8                                                  which has been purchased
9                                                  by the Company from the
10                                                 third party;
11
12                                         (D)     iron ore mined under an
13                                                 Integration Agreement;
14
15                                  (b)    make any existing or new works
16                                         installations or facilities constructed
17                                         or held under this Agreement
18                                         available for use (wholly or partly)
19                                         by another Integration Proponent
20                                         during the continuance of its
21                                         Integration Agreement in the
22                                         activities of that Integration
23                                         Proponent carried on by it pursuant
24                                         to its Integration Agreement
25                                         including, without limitation, as part
26                                         of those activities, transporting by
27                                         railway and shipping from a loading
28                                         port and undertaking any ancillary
29                                         and incidental activities in doing so
30                                         (including,     without      limitation,
31                                         blending      permitted      by     that
32                                         Integration Agreement) of:
33
34                                          (i)    iron ore mined from a
35                                                 Mining Act 1978 mining
36                                                 lease    located   in,    or
37                                                 proximate to, the Pilbara
38                                                 region of the said State
39                                                 which is held by a Related
40                                                 Entity alone or with a third

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                                                                            s. 6



1                                                 party or parties (excluding
2                                                 any mining lease granted
3                                                 pursuant to, or held under, a
4                                                 Government agreement);
5
6                                         (ii)    with the prior approval of
7                                                 the Minister (as defined in
8                                                 that Integration Agreement),
9                                                 iron ore mined in, or
10                                                proximate to, the Pilbara
11                                                region of the said State
12                                                under      a     Government
13                                                agreement (excluding an
14                                                Integration Agreement);
15
16                                        (iii)   with the prior approval of
17                                                the Minister (as defined in
18                                                that Integration Agreement),
19                                                iron ore mined by a third
20                                                party from a Mining Act
21                                                1978 mining lease located
22                                                in, or proximate to, the
23                                                Pilbara region of the said
24                                                State (excluding under a
25                                                Government        agreement)
26                                                which has been purchased
27                                                by       that     Integration
28                                                Proponent from the third
29                                                party;
30
31                                        (iv)    iron ore mined under an
32                                                Integration Agreement;
33
34                                (c)    make any existing or new works
35                                       installations or facilities constructed
36                                       or held under this Agreement
37                                       available for use (wholly or partly)
38                                       in connection with operations
39                                       under:
40


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     s. 6



1                                           (i)    a Mining Act 1978 mining
2                                                  lease    located    in,    or
3                                                  proximate to, the Pilbara
4                                                  region of the said State, for
5                                                  iron ore, which is held by a
6                                                  Related Entity alone or with
7                                                  a third party or parties
8                                                  (excluding any mining lease
9                                                  granted pursuant to, or held
10                                                 under      a     Government
11                                                 agreement); or
12
13                                          (ii)   with the approval of the
14                                                 Minister, a Government
15                                                 agreement (other than an
16                                                 Integration Agreement) for
17                                                 the mining of iron ore in, or
18                                                 proximate to, the Pilbara
19                                                 region of the said State;
20
21                                   (d)   subject to subclause (2), under this
22                                         Agreement and for the purpose of
23                                         any use or making available for use
24                                         referred to in paragraph (a), (b) or
25                                         (c) connect any existing or new
26                                         works installations or facilities
27                                         constructed or held under this
28                                         Agreement to any existing or new
29                                         works installations or facilities
30                                         constructed or held under another
31                                         Integration Agreement;
32
33                                   (e)   subject to subclause (2), under this
34                                         Agreement and for the purpose of
35                                         any use or making available for use
36                                         referred to in paragraph (a), (b) or
37                                         (c) or making of any connection
38                                         referred to in paragraph (d)
39                                         construct new works installations or
40                                         facilities and expand modify or

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                                                                           s. 6



1                                        otherwise vary any existing and new
2                                        works installations or facilities
3                                        constructed or held under this
4                                        Agreement;
5
6                                  (f)   allow a railway or rail spur line (not
7                                        being a railway or rail spur line
8                                        constructed or held under an
9                                        Integration Agreement) to be
10                                       connected to a railway or rail spur
11                                       line or other works installations or
12                                       facilities constructed or held under
13                                       this Agreement for the delivery of
14                                       iron ore to an Integration Proponent
15                                       for transport by railway and
16                                       shipping from a loading port
17                                       (together with any ancillary and
18                                       incidental activities in doing so) as
19                                       part of its activities under its
20                                       Integration Agreement; and
21
22                                 (g)   allow an electricity transmission
23                                       line (not being an electricity
24                                       transmission line constructed or
25                                       held      under     an    Integration
26                                       Agreement) to be connected to an
27                                       electricity     transmission     line
28                                       constructed or held under this
29                                       Agreement for the supply of
30                                       electricity permitted to be made
31                                       under an Integration Agreement.
32
33                         (2)     (a)   A connection referred to in clause
34                                       (1)(d) or construction, expansion,
35                                       modification or other variation
36                                       referred to in subclause (1)(e) by the
37                                       Company shall, to the extent not
38                                       already authorised under this
39                                       Agreement as at the variation date,
40                                       be regarded as a significant

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     s. 6



1                                          modification expansion or other
2                                          variation of the Company's activities
3                                          carried on by it pursuant to this
4                                          Agreement and may only be made
5                                          in accordance with proposals
6                                          submitted      and   approved      or
7                                          determined under this Agreement in
8                                          accordance with clauses 8A and 8B
9                                          or clauses 10A, 10I, 10K or 10N as
10                                         the case may require and otherwise
11                                         in compliance with the provisions of
12                                         this Agreement and the laws from
13                                         time to time of the said State. For
14                                         the avoidance of doubt, the parties
15                                         acknowledge that any use or making
16                                         available for use contemplated by
17                                         subclause (1)(a), (1)(b) or (1)(c)
18                                         shall not otherwise than as required
19                                         by this paragraph (a) require the
20                                         submission and approval of further
21                                         proposals under this Agreement.
22
23                                   (b)   The Company shall not be entitled
24                                         to:
25
26                                          (i)    submit       proposals      to
27                                                 construct any new port or to
28                                                 establish harbour or port
29                                                 works      installations    or
30                                                 facilities, or to expand
31                                                 modify or otherwise vary
32                                                 harbour        or        works
33                                                 installations or facilities
34                                                 otherwise than at or near the
35                                                 town of Dampier within the
36                                                 boundaries of the Port of
37                                                 Dampier; or
38
39                                          (ii)   generate and supply power,
40                                                 take and supply water or

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                                                                             s. 6



1                                                  dispose of water otherwise
2                                                  than in accordance with the
3                                                  other clauses of this
4                                                  Agreement and subject to
5                                                  any restrictions contained in
6                                                  those clauses; or
7
8                                          (iii)   without               limiting
9                                                  subparagraphs (i) and (ii)
10                                                 submit       proposals      to
11                                                 construct or establish works
12                                                 installations or facilities of
13                                                 a type, or to make
14                                                 expansions, modifications
15                                                 or other variations of works
16                                                 installations or facilities of
17                                                 a type, which in the
18                                                 Minister's         reasonable
19                                                 opinion this Agreement,
20                                                 immediately before the
21                                                 variation date, did not
22                                                 permit or contemplate the
23                                                 Company         constructing,
24                                                 establishing or making as
25                                                 the case may be otherwise
26                                                 than for integration use as
27                                                 contemplated by subclauses
28                                                 (1)(a), (1)(b) or (1)(c) or as
29                                                 permitted by clause 10N; or
30
31                                         (iv)    submit proposals to make a
32                                                 connection as referred to in
33                                                 subclause (1)(d) or a
34                                                 construction,    expansion,
35                                                 modification    or     other
36                                                 variation as referred to in
37                                                 subclause (1)(e) otherwise
38                                                 than on tenure granted
39                                                 under or pursuant to this
40                                                 Agreement from time to

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     s. 6



1                                                  time or held pursuant to this
2                                                  Agreement from time to
3                                                  time; or
4
5                                           (v)    submit proposals to make a
6                                                  connection referred to in
7                                                  subclause (1)(d) or a
8                                                  construction,        expansion,
9                                                  modification        or    other
10                                                 variation as referred to in
11                                                 subclause (1)(e) for the
12                                                 purpose        of     use    as
13                                                 contemplated by subclause
14                                                 (1)(c)(i), if in the reasonable
15                                                 opinion of the Minister the
16                                                 activity which is the subject
17                                                 of the proposals would give
18                                                 to the holder or holders of
19                                                 the relevant Mining Act
20                                                 1978 mining lease the
21                                                 benefit of rights or powers
22                                                 granted to the Company
23                                                 under this Agreement, over
24                                                 and above the right of
25                                                 access to and use of the
26                                                 relevant works, installations
27                                                 or facilities; or
28
29                                          (vi)   submit proposals to make a
30                                                 connection as referred to in
31                                                 subclause (1)(d) or a
32                                                 construction,    expansion,
33                                                 modification    or     other
34                                                 variation as referred to in
35                                                 subclause (1)(e) for the
36                                                 purpose     of    use     as
37                                                 contemplated by subclause
38                                                 (1)(c) and involving the
39                                                 grant of tenure without the


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                                                                            s. 6



1                                                 prior approval       of   the
2                                                 Minister; or
3
4                                          (vii) submit proposals to assign,
5                                                sublet, transfer or dispose of
6                                                any works installations or
7                                                facilities constructed or held
8                                                under this Agreement or any
9                                                leases, licences, easements
10                                               or other titles under or
11                                               pursuant to this Agreement
12                                               for any purpose referred to
13                                               in this clause.
14
15                                 (c)    Notwithstanding the provisions of
16                                        clauses 8B, 10I, 10K and 10N, the
17                                        Minister may defer consideration of,
18                                        or a decision upon, a proposal
19                                        submitted by the Company for a
20                                        connection as referred to in
21                                        subclause (1)(d) or a construction,
22                                        expansion, modification or other
23                                        variation as referred to in subclause
24                                        (1)(e), for the purpose of use or
25                                        making available for use as referred
26                                        to in subclauses (1)(a) or (1)(b),
27                                        until     relevant     corresponding
28                                        proposals under the relevant
29                                        Integration Agreement have been
30                                        submitted and those proposals can
31                                        be approved under that Integration
32                                        Agreement concurrently with the
33                                        Minister's approval under this
34                                        Agreement of the Company's
35                                        proposal.
36
37                          (3)    Any use or making available for use as
38                                 referred to in subclause (1), or submission
39                                 of proposals as referred to in subclause (2),
40                                 in respect of a Related Entity shall be

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     s. 6



1                                    subject to the Company first confirming
2                                    with the Minister that the Minister is
3                                    satisfied that the relevant company is a
4                                    Related Entity.
5
6                             (4)    The Company shall give the Minister prior
7                                    written notice of any significant change
8                                    (other than a temporary one for
9                                    maintenance or to respond to an
10                                   emergency) proposed in its use, or in it
11                                   making available for use, works
12                                   installations or facilities as referred to in
13                                   this clause:
14
15                                   (a)    from that authorised under this
16                                          Agreement immediately before the
17                                          variation date; and
18
19                                   (b)    subsequently from that previously
20                                          notified to the Minister under this
21                                          subclause,
22
23                                   as soon as practicable before such change
24                                   occurs.
25
26                                   The Company shall also keep the Minister
27                                   fully informed with respect to any
28                                   proposed connection as referred to in
29                                   subclause (1)(f) or (1)(g) or request of the
30                                   Company for such connection to be
31                                   allowed.
32
33                             (5)   Nothing in this Agreement shall be
34                                   construed to:
35
36                                   (a)    exempt        another     Integration
37                                          Proponent from complying with, or
38                                          the application of, the provisions of
39                                          its Integration Agreement; or
40


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                                                                           s. 6



1                                  (b)   restrict the Company's rights under
2                                        clause 20.
3
4                                  For the avoidance of doubt the approval of
5                                  proposals under this Agreement shall not
6                                  be construed as authorising another
7                                  Integration Proponent to undertake any
8                                  activities under this Agreement or under
9                                  another Integration Agreement.
10
11                           (6)   Nothing in this clause shall be construed to
12                                 exempt the Company from complying
13                                 with, or the application of, the other
14                                 provisions of this Agreement including,
15                                 without limitation, clauses 11 and 20 and
16                                 of relevant laws from time to time of the
17                                 said State.
18
19                           (7)   For the purpose of this clause "works
20                                 installations or facilities" means any:
21
22                                 (a)   harbour or port works installations
23                                       or facilities including, without
24                                       limitation, stockpiles, reclaimers,
25                                       conveyors and wharves;
26
27                                 (b)   railway or rail spur lines;
28
29                                 (c)   track structures and systems
30                                       associated with the operation and
31                                       maintenance of a railway including,
32                                       without limitation, sidings, train
33                                       control and signalling systems,
34                                       maintenance     workshops      and
35                                       terminal yards;
36
37                                 (d)   train loading and unloading works
38                                       installations or facilities;
39
40                                 (e)   conveyors;

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1
2                                    (f)   private roads;
3
4                                    (g)   mine aerodrome and associated
5                                          aerodrome works installations and
6                                          facilities;
7
8                                    (h)   iron      ore mining,    crushing,
9                                          screening, beneficiation or other
10                                         processing works installations or
11                                         facilities;
12
13                                   (i)   mine      administration  buildings
14                                         including,    without    limitation,
15                                         offices, workshops and medical
16                                         facilities;
17
18                                   (j)   borrow pits;
19
20                                   (k)   accommodation       and    ancillary
21                                         facilities    including,    without
22                                         limitation, construction camps and
23                                         in townsites constructed pursuant to
24                                         and held under any Integration
25                                         Agreement;
26
27                                   (l)   water, sewerage, electricity, gas and
28                                         telecommunications               works
29                                         installations and facilities including,
30                                         without      limitation,      pipelines,
31                                         transmission lines and cables; and
32
33                                   (m)   any other works installations or
34                                         facilities approved of by the
35                                         Minister for the purpose of this
36                                         clause.
37




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                                                                               s. 6



1                  Transfer of rights to shared works installations or facilities
2
3                  10M     (1)    For the purposes of this clause "Relevant
4                                 Infrastructure" means any works installations
5                                 or facilities (as defined in clause 10L(7)):
6
7                                  (a)      constructed or held under another
8                                           Integration Agreement;
9
10                                 (b)      which the Company is using in its
11                                          activities pursuant    to    this
12                                          Agreement;
13
14                                 (c)      which the Minister is satisfied (after
15                                          consulting with the Company and
16                                          the Integration Proponent for that
17                                          other Integration Agreement):
18
19                                          (i)      are no longer required by
20                                                   that     other   Integration
21                                                   Proponent to carry on its
22                                                   activities pursuant to its
23                                                   Integration      Agreement
24                                                   because of the cessation of
25                                                   the Integration Proponent's
26                                                   mining operations in respect
27                                                   of which such Relevant
28                                                   Infrastructure          was
29                                                   constructed or held or
30                                                   because of any other reason
31                                                   acceptable to the Minister;
32                                                   and
33
34                                          (ii)     are   required    by    the
35                                                   Company to continue to
36                                                   carry on its activities
37                                                   pursuant to this Agreement;
38                                                   and
39




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     s. 6



1                                   (d)    in respect of which that other
2                                          Integration Proponent has notified
3                                          the Minister it consents to the
4                                          Company submitting proposals as
5                                          referred to in subclause (2).
6
7                             (2)   The Company may as an additional proposal
8                                   pursuant to clause 8A propose:
9
10                                  (a)   that it be granted a lease licence or
11                                        other title over the Relevant
12                                        Infrastructure pursuant to this
13                                        Agreement subject to and conditional
14                                        upon the other Integration Proponent
15                                        surrendering wholly or in part (and
16                                        upon such terms as the Minister
17                                        considers reasonable including any
18                                        variation of terms to address
19                                        environmental issues) its lease
20                                        licence or other title over the
21                                        Relevant Infrastructure; or
22
23                                  (b)   that the other Integration Proponent's
24                                        lease licence or other title (not being
25                                        a mineral lease, mining lease or other
26                                        right to mine title granted under a
27                                        Government agreement, the Mining
28                                        Act 1904 or the Mining Act 1978) to
29                                        the Relevant Infrastructure be
30                                        transferred to this Agreement (to be
31                                        held by the Company pursuant to this
32                                        Agreement) with such surrender of
33                                        land from it and variations of its
34                                        terms as the Minister considers
35                                        reasonable for that title to be held
36                                        under this Agreement including,
37                                        without limitation, to address
38                                        environmental issues and outstanding
39                                        obligations of that other Integration
40                                        Proponent under its Integration

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                                                                              s. 6



1                                         Agreement in respect of that Relevant
2                                         Infrastructure.
3
4                                 The provisions of clause 8B shall mutatis
5                                 mutandis apply to any such additional
6                                 proposal. In addition the Company
7                                 acknowledges that the Minister may require
8                                 variations of the other Integration
9                                 Agreement and/or proposals under it or of
10                                this Agreement in order to give effect to the
11                                matters contemplated by this clause.
12
13                          (3)   This clause shall cease to apply in the event
14                                the State gives any notice of default to the
15                                Company pursuant to clause 11(l) and while
16                                such notice remains unsatisfied.
17
18                 Miscellaneous Licences for Railways
19
20                 10N.    (1)       In this clause subject to the context:
21
22                                   "Additional Infrastructure" means:
23
24                                  (a)      Train Loading Infrastructure;
25
26                                  (b)      Train Unloading Infrastructure;
27
28                                  (c)      a conveyor, train unloading and
29                                           other infrastructure necessary for
30                                           the transport of iron ore, freight
31                                           goods or other products from the
32                                           Railway (directly or indirectly) to
33                                           port facilities within a loading
34                                           port,
35
36                                   in each case located outside a Port;
37
38                                   "LAA" means the Land Administration
39                                   Act 1997 (WA);
40


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     s. 6



1                                     "Lateral Access Roads" has the meaning
2                                     given in subclause (3)(a)(iv));
3
4                                     "Lateral Access Road Licence" means a
5                                     miscellaneous licence granted pursuant to
6                                     subclause (6)(a)(ii) or subclause (6)(b) as
7                                     the case may be and according to the
8                                     requirements of the context describes the
9                                     area of land from time to time the subject
10                                    of that licence;
11
12                                    "Port" means any port the subject of the
13                                    Port Authorities Act 1999 (WA) or the
14                                    Shipping and Pilotage Act 1967 (WA);
15
16                                    "Private Roads" means Lateral Access
17                                    Roads and the Company's access roads
18                                    within a Railway Corridor;
19
20                                    "Rail Safety Act" means the Rail Safety
21                                    Act 1998 (WA);
22
23                                    "Railway" means a standard gauge heavy
24                                    haul railway or railway spur line, located
25                                    or to be located as the case may be in, or
26                                    proximate to, the Pilbara region of the
27                                    said State (but outside the boundaries of
28                                    a Port) for the transport of iron ore,
29                                    freight goods and other products together
30                                    with all railway track, associated track
31                                    structures including sidings, turning
32                                    loops, over or under track structures,
33                                    supports     (including    supports    for
34                                    equipment or items associated with the
35                                    use of a railway) tunnels, bridges, train
36                                    control systems, signalling systems,
37                                    switch and other gear, communication
38                                    systems, electric traction infrastructure,
39                                    buildings (excluding office buildings,
40                                    housing and freight centres), workshops

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1                                   and associated plant, machinery and
2                                   equipment and including rolling stock
3                                   maintenance facilities, terminal yards,
4                                   depots, culverts and weigh bridges which
5                                   railway is or is to be (as the case may be)
6                                   the subject of approved proposals under
7                                   subclause (4) and includes any expansion
8                                   or extension thereof outside a Port which
9                                   is the subject of additional proposals
10                                  approved in accordance with subclause
11                                  (5);
12
13                                  "Railway Corridor" means, prior to the
14                                  grant of a Special Railway Licence, the
15                                  land for the route of the Railway the
16                                  subject of that licence, access roads
17                                  (other than Lateral Access Roads), areas
18                                  from which stone, sand, clay and gravel
19                                  may be taken, temporary accommodation
20                                  facilities for the railway workforce, water
21                                  bores and Additional Infrastructure (if
22                                  any) which is the subject of a subsisting
23                                  agreement pursuant to subclause (3)(a)
24                                  and after the grant of the Special Railway
25                                  Licence the land from time to time the
26                                  subject of that Special Railway Licence;
27
28                                  "Railway      Operation"     means      the
29                                  construction and operation under this
30                                  Agreement of the relevant Railway and
31                                  associated access roads and Additional
32                                  Infrastructure (if any) within the relevant
33                                  Railway Corridor and of the associated
34                                  Lateral Access Roads, in accordance with
35                                  approved proposals;
36
37                                  "Railway spur line" means a standard
38                                  gauge heavy haul railway spur line
39                                  located or to be located in, or proximate
40                                  to, the Pilbara region of the said State

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1                                     (but outside a Port) connecting to a
2                                     Railway for the transport of iron ore,
3                                     freight goods and other products upon the
4                                     Railway to (directly or indirectly) a
5                                     loading port;
6
7                                     "Railway Operation Date" means the date
8                                     of the first carriage of iron ore, freight
9                                     goods or other products over the relevant
10                                    Railway (other than for construction or
11                                    commissioning purposes);
12
13                                    "Railway spur line Operation Date"
14                                    means the date of the first carriage of iron
15                                    ore, freight goods or other products over
16                                    the relevant Railway spur line (other than
17                                    for construction or commissioning
18                                    purposes);
19
20                                    "Special Railway Licence" means the
21                                    relevant miscellaneous licence for
22                                    railway and, if applicable, other purposes,
23                                    granted to the Company pursuant to
24                                    subclause (6)(a)(i) as varied in
25                                    accordance with subclause (6)(h) or
26                                    subclause (6)(i) and according to the
27                                    requirements of the context describes the
28                                    area of land from time to time the subject
29                                    of that licence;
30
31                                    "Train Loading Infrastructure" means
32                                    conveyors, stockpile areas, blending and
33                                    screening facilities, stackers, re-claimers
34                                    and other infrastructure reasonably
35                                    required for the loading of iron ore,
36                                    freight goods or other products onto the
37                                    relevant Railway for transport (directly or
38                                    indirectly) to a loading port; and
39




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                                                                            s. 6



1                                    "Train Unloading Infrastructure" means
2                                    train unloading infrastructure reasonably
3                                    required for the unloading of iron ore
4                                    from the Railway to be processed, or
5                                    blended with other iron ore, at processing
6                                    or blending facilities in the vicinity of
7                                    that train unloading infrastructure and
8                                    with the resulting iron ore products then
9                                    loaded on to the Railway for transport
10                                   (directly or indirectly) to a loading port.
11
12                 Company to obtain prior Ministerial in-principle approval
13
14                 (2)      (a)      If the Company wishes, from time to
15                                   time during the continuance of this
16                                   Agreement, to proceed under this clause
17                                   with a plan to develop a Railway it shall
18                                   give notice thereof to the Minister and
19                                   furnish to the Minister with that notice
20                                   an outline of its plan.
21
22                          (b)      The Minister shall within one month of a
23                                   notice under paragraph (a) advise the
24                                   Company whether or not he approves in-
25                                   principle the proposed plan. The Minister
26                                   shall afford the Company full
27                                   opportunity to consult with him in
28                                   respect of any decision of the Minister
29                                   under this paragraph.
30
31                          (c)      The Minister's in-principle approval in
32                                   respect of a proposed plan shall lapse if
33                                   the Company has not submitted detailed
34                                   proposals to the Minister in respect of
35                                   that plan in accordance with this clause
36                                   within 18 months of the Minister's in-
37                                   principle approval.
38




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     s. 6



1                     Railway Corridor
2
3                     (3)     (a)        If the Minister gives in-principle approval
4                                        to a plan of the Company to develop a
5                                        Railway it shall consult with the Minister
6                                        to seek the agreement of the Minister as
7                                        to:
8
9                                        (i)       where the Railway will begin
10                                                 and end; and
11
12                                       (ii)      a route for the Railway, access
13                                                 roads to be within the Railway
14                                                 Corridor and the land required
15                                                 for that route as well as
16                                                 Additional Infrastructure (if
17                                                 any)      including,   without
18                                                 limitation, areas from which
19                                                 stone, sand, clay and gravel
20                                                 may be taken, temporary
21                                                 accommodation facilities for
22                                                 the railway workforce and
23                                                 water bores; and
24
25                                       (iii)     in respect of Additional
26                                                 Infrastructure (if any) the
27                                                 nature and capacity of such
28                                                 Additional Infrastructure; and
29
30                                       (iv)      the routes of, and the land
31                                                 required for, roads outside the
32                                                 Railway Corridor (and also
33                                                 outside a Port) for access to it
34                                                 to construct the Railway (such
35                                                 roads as agreed being "Lateral
36                                                 Access Roads").
37
38                                       In seeking such agreement, regard shall
39                                       be had to achieving a balance between
40                                       engineering matters including costs, the

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                                                                            s. 6



1                                   nature and use of any lands concerned
2                                   and interests therein and the costs of
3                                   acquiring the land (all of which shall be
4                                   borne by the Company). The parties
5                                   acknowledge the intention is for the
6                                   Company to construct the Railway, the
7                                   access roads for the construction and
8                                   maintenance of the Railway which are to
9                                   be within the Railway Corridor and the
10                                  relevant Additional Infrastructure (if any)
11                                  along the centreline of the Railway
12                                  Corridor subject to changes in that
13                                  alignment to the extent necessary to avoid
14                                  heritage, environmental or poor ground
15                                  conditions that are not identified during
16                                  preliminary investigation work, and
17                                  recognise the width of the Railway
18                                  Corridor may need to vary along its route
19                                  to accommodate Additional Infrastructure
20                                  (if any), access roads, areas from which
21                                  stone, sand, clay and gravel may be taken,
22                                  temporary accommodation facilities for
23                                  the railway workforce and water bores.
24                                  The provisions of clause 25 shall not
25                                  apply to this subclause.
26
27                         (b)      If the date by which the Company must
28                                  submit     detailed    proposals      under
29                                  subclause (4)(a) (as referred to in
30                                  subclause (2)(c)) is extended or varied by
31                                  the Minister pursuant to clause 24, any
32                                  agreement made pursuant to paragraph
33                                  (a) before such date is extended or varied
34                                  shall unless the Minister notifies the
35                                  Company otherwise be deemed to be at
36                                  an end and neither party shall have any
37                                  claim against the other in respect of it.
38
39                         (c)      The Company acknowledges that it shall
40                                  be responsible for liaising with every title

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     s. 6



1                                     holder in respect of the land affected and
2                                     for obtaining in a form and substance
3                                     acceptable     to    the    Minister      all
4                                     unconditional and irrevocable consents of
5                                     each such title holder to, and all statutory
6                                     consents required in respect of the land
7                                     affected for:
8
9                                     (i)       the grant of the Special
10                                              Railway Licence for the
11                                              construction, operation and
12                                              maintenance     within     the
13                                              Railway Corridor of the
14                                              Railway, access roads and
15                                              Additional Infrastructure (if
16                                              any) to be within the Railway
17                                              Corridor; and
18
19                                    (ii)      the grant of Lateral Access
20                                              Road     Licences     for     the
21                                              construction,      use       and
22                                              maintenance of Lateral Access
23                                              Roads over the routes for the
24                                              Lateral Access Roads agreed
25                                              pursuant to paragraph (a); and
26
27                                    (iii)     the inclusion of additional land
28                                              in the Special Railway Licence
29                                              as referred to in subclause
30                                              (6)(h) or subclause (6)(i),
31
32                                    in accordance with this clause. For the
33                                    purposes of this subclause (3)(c), "title
34                                    holder" means a management body (as
35                                    defined in the LAA) in respect of any part
36                                    of the affected land, a person who holds a
37                                    mining, petroleum or geothermal energy
38                                    right (as defined in the LAA) in respect
39                                    of any part of the affected land, a person
40                                    who holds a lease or licence under the

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                                                                           s. 6



1                                   LAA in respect of any part of the affected
2                                   land, a person who holds any other title
3                                   granted under or pursuant to a
4                                   Government agreement in respect of any
5                                   part of the affected land, a person who
6                                   holds a lease or licence in respect of any
7                                   part of the affected land under any other
8                                   Act applying in the said State and a
9                                   person in whom any part of the affected
10                                  land is vested, immediately before the
11                                  provision of such consents to the Minister
12                                  as referred to in subclause (4)(e)(ii)
13                                  (including as applying pursuant to
14                                  subclause 5(d)).
15
16                 Company to submit proposals for Railway
17
18                 (4)     (a)      The Company shall, subject to the EP
19                                  Act, the provisions of this Agreement,
20                                  agreement at that time subsisting in
21                                  respect of the matters required to be
22                                  agreed pursuant to subclause 3(a), submit
23                                  to the Minister by the latest date applying
24                                  under subclause (2)(c) to the fullest
25                                  extent reasonably practicable its detailed
26                                  proposals (including plans where
27                                  practicable and specifications where
28                                  reasonably required by the Minister and
29                                  any other details normally required by a
30                                  local government in whose area any
31                                  works are to be situated) with respect to
32                                  the undertaking of the relevant Railway
33                                  Operation, which proposals shall include
34                                  the location, area, layout, design,
35                                  materials and time program for the
36                                  commencement and completion of
37                                  construction or the provision (as the case
38                                  may be) of each of the following matters
39                                  namely:
40


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     s. 6



1                                     (i)      the Railway including fencing
2                                              (if any) and crossing places
3                                              within the Railway Corridor;
4
5                                     (ii)     Additional Infrastructure (if
6                                              any) within the Railway
7                                              Corridor;
8
9                                     (iii)    temporary accommodation and
10                                             ancillary temporary facilities
11                                             for the railway workforce on, or
12                                             in the vicinity of, the Railway
13                                             Corridor and housing and other
14                                             appropriate facilities elsewhere
15                                             for the Company's workforce;
16
17                                    (iv)     water supply;
18
19                                    (v)      energy supplies;
20
21                                    (vi)     access roads within the Railway
22                                             Corridor and Lateral Access
23                                             Roads both along the routes for
24                                             those roads agreed between the
25                                             Minister and the Company
26                                             pursuant to subclause 3(a);
27
28                                    (vii)    any other works, services or
29                                             facilities desired by the
30                                             Company; and
31
32                                    (viii)   use of local labour, professional
33                                             services,         manufacturers,
34                                             suppliers     contractors     and
35                                             materials and measures to be
36                                             taken with respect to the
37                                             engagement and training of
38                                             employees by the Company, its
39                                             agents and contractors.
40


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                                                                             s. 6



1                          (b)      Proposals pursuant to paragraph (a) must
2                                   specify the matters agreed for the purpose
3                                   pursuant to subclause (3)(a) and must not
4                                   be contrary to or inconsistent with such
5                                   agreed matters.
6
7                          (c)      Each of the proposals pursuant to
8                                   paragraph (a) may with the approval of
9                                   the Minister, or must if so required by the
10                                  Minister, be submitted separately and in
11                                  any order as to the matter or matters
12                                  mentioned in one or more of
13                                  subparagraphs (i) to (viii) of paragraph
14                                  (a) and until all of its proposals under this
15                                  subclause have been approved the
16                                  Company may withdraw and may
17                                  resubmit any proposal but the withdrawal
18                                  of any proposal shall not affect the
19                                  obligations of the Company to submit a
20                                  proposal under this subclause in respect
21                                  of the subject matter of the withdrawn
22                                  proposal.
23
24                         (d)      The Company shall, whenever any of the
25                                  following matters referred to in this
26                                  subclause are proposed by the Company
27                                  (whether before or during the submission
28                                  of proposals under this subclause), submit
29                                  to the Minister details of any services
30                                  (including any elements of the project
31                                  investigations, design and management)
32                                  and any works, materials, plant,
33                                  equipment and supplies that it proposes to
34                                  consider obtaining from or having carried
35                                  out or permitting to be obtained from or
36                                  carried out outside Australia, together
37                                  with its reasons therefor and shall, if
38                                  required by the Minister consult with the
39                                  Minister with respect thereto.
40


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     s. 6



1                             (e)     At the time when the Company submits
2                                     the last of the said proposals pursuant to
3                                     this subclause, it shall:
4
5                                     (i)       furnish to the Minister's
6                                               reasonable         satisfaction
7                                               evidence of all accreditations
8                                               under the Rail Safety Act
9                                               which are required to be held
10                                              by the Company or any other
11                                              person for the construction of
12                                              the Railway; and
13
14                                    (ii)      furnish to the Minister the
15                                              written consents referred to in
16                                              subclause     (3)(c)(i)     and
17                                              (3)(c)(ii).
18
19                            (f)     The provisions of clause 8B shall apply
20                                    mutatis mutandis to detailed proposals
21                                    submitted under this subclause.
22
23                   Additional Railway Proposals
24
25                   (5)      (a)      If the Company at any time during the
26                                     currency of a Special Railway Licence
27                                     desires to construct a Railway spur line
28                                     (connecting to the Railway the subject of
29                                     that Special Railway Licence) or desires
30                                     to significantly modify, expand or
31                                     otherwise vary its activities within the
32                                     land the subject of the Special Railway
33                                     Licence that are the subject of this
34                                     Agreement and that may be carried on by
35                                     it pursuant to this Agreement (other than
36                                     by the construction of a Railway spur
37                                     line) beyond those activities specified in
38                                     any approved proposals for that Railway,
39                                     it shall give notice of such desire to the
40                                     Minister and furnish to the Minister with

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                                                                           s. 6



1                                   that notice an outline of its proposals in
2                                   respect thereto (including, without
3                                   limitation, such matters mentioned in
4                                   subclause (4)(a) as are relevant or as the
5                                   Minister otherwise requires).
6
7                          (b)      If the notice relates to a Railway spur
8                                   line, or to the construction of Train
9                                   Loading      Infrastructure    or   Train
10                                  Unloading Infrastructure on land outside
11                                  the then Railway Corridor, the Minister
12                                  shall within one month of receipt of such
13                                  notice advise the Company whether or
14                                  not he approves in-principle the proposed
15                                  construction of such spur line, Train
16                                  Loading      Infrastructure    or   Train
17                                  Unloading Infrastructure. If the Minister
18                                  gives in-principle approval the Company
19                                  may (but not otherwise) submit detailed
20                                  proposals in respect thereof provided that
21                                  the provisions of subclause (3) shall
22                                  mutatis mutandis apply prior to
23                                  submission of detailed proposals in
24                                  respect thereof.
25
26                         (c)      Subject to the EP Act, the provisions of
27                                  this Agreement and agreement at that
28                                  time subsisting in respect of any matters
29                                  required to be agreed pursuant to
30                                  subclause (3)(a) (as referred to in
31                                  paragraph (b)), the Company shall
32                                  submit to the Minister within a
33                                  reasonable timeframe, as determined by
34                                  the Minister after receipt of the notice
35                                  referred to in paragraph (a) (or in the
36                                  case of a notice referred to in paragraph
37                                  (b) the giving of the Minister's
38                                  in-principle consent as referred to in that
39                                  paragraph), detailed proposals in respect
40                                  of the proposed construction of such

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1                                      Railway spur line, Train Loading
2                                      Infrastructure,     Train    Unloading
3                                      Infrastructure   or    other  proposed
4                                      modification, expansion or variation of
5                                      its activities including such of the
6                                      matters mentioned in subclause (4)(a) as
7                                      the Minister may require.
8
9                             (d)      The provisions of subclause (4) (with the
10                                     date for submission of proposals being
11                                     read as the date or time determined by
12                                     the Minister under paragraph (c) and the
13                                     reference in subclause (4)(e)(ii) to
14                                     subclause (3)(c)(i) being read as a
15                                     reference to subclause (3)(c)(iii)) and of
16                                     clause 8B shall mutatis mutandis apply to
17                                     detailed proposals submitted pursuant to
18                                     this subclause.
19
20                   Grant of Tenure
21
22                   (6)      (a)      On application made by the Company to
23                                     the Minister in such manner as the
24                                     Minister may determine, not later than 3
25                                     months after all its proposals submitted
26                                     pursuant to subclause (4)(a) have been
27                                     approved or deemed to be approved and
28                                     the Company has complied with the
29                                     provisions of subclause (4)(e), the State
30                                     notwithstanding the Mining Act 1978
31                                     shall cause to be granted to the
32                                     Company:
33
34                                     (i)      a miscellaneous licence to
35                                              conduct within the Railway
36                                              Corridor and in accordance
37                                              with its approved proposals all
38                                              activities (including the taking
39                                              of stone, sand, clay and gravel,
40                                              the provision of temporary

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                                                                        s. 6



1                                            accommodation facilities for
2                                            the railway workforce and,
3                                            subject to the Rights in Water
4                                            and Irrigation Act 1914 (WA),
5                                            the operation of water bores)
6                                            necessary for the planning,
7                                            design,           construction,
8                                            commissioning, operation and
9                                            maintenance      within     the
10                                           Railway Corridor of the
11                                           Railway, access roads and
12                                           Additional Infrastructure (if
13                                           any) ("the Special Railway
14                                           Licence") such licence to be
15                                           granted under and subject to,
16                                           except as otherwise provided in
17                                           this Agreement, the Mining Act
18                                           1978 in the form of the Third
19                                           Schedule hereto and subject to
20                                           such terms and conditions as
21                                           the Minister for Mines may
22                                           from time to time consider
23                                           reasonable and at a rental
24                                           calculated in accordance with
25                                           the Mining Act 1978:
26
27                                           (A)      prior to the Railway
28                                                    Operation Date, as if
29                                                    the width of the
30                                                    Railway      Corridor
31                                                    were 100 metres; and
32
33                                           (B)      on and from the
34                                                    Railway    Operation
35                                                    Date, at the rentals
36                                                    from time to time
37                                                    prescribed under the
38                                                    Mining Act 1978; and
39




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     s. 6



1                                     (ii)     a miscellaneous licence or
2                                              licences     to    allow     the
3                                              construction,      use      and
4                                              maintenance of Lateral Access
5                                              Roads within the routes agreed
6                                              for those Lateral Access Roads
7                                              under subclause (3)(a) (each a
8                                              "Lateral       Access      Road
9                                              Licence"), each such licence to
10                                             be granted under and subject to,
11                                             except as otherwise provided in
12                                             this Agreement, the Mining Act
13                                             1978 in the form of the Fourth
14                                             Schedule hereto and subject to
15                                             such terms and conditions as the
16                                             Minister for Mines may from
17                                             time to time consider reasonable
18                                             and at the rentals from time to
19                                             time prescribed under the
20                                             Mining Act 1978.
21
22                            (b)     On application made by the Company to
23                                    the Minister in such manner as the
24                                    Minister may determine, not later than 3
25                                    months after its proposals submitted
26                                    pursuant to subclause (5)(a) for the
27                                    construction of Lateral Access Roads for
28                                    access to the Railway Corridor to
29                                    construct a Railway spur line have been
30                                    approved or deemed to be approved and
31                                    the Company has complied with the
32                                    provisions of subclause (4)(e) (as
33                                    applying pursuant to subclause (5)(d)),
34                                    the State notwithstanding the Mining Act
35                                    1978 shall cause to be granted to the
36                                    Company a miscellaneous licence or
37                                    licences to allow the construction, use
38                                    and maintenance of Lateral Access Roads
39                                    within the routes agreed for those Lateral
40                                    Access Roads under subclause (3)(a)) (as

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1                                   applying pursuant to subclause (5)(b))
2                                   (each a "Lateral Access Road Licence"),
3                                   each such licence to be granted under and
4                                   subject to, except as otherwise provided
5                                   in this Agreement, the Mining Act 1978
6                                   in the form of the Fifth Schedule hereto
7                                   and subject to such terms and conditions
8                                   as the Minister for Mines may from time
9                                   to time consider reasonable and at the
10                                  rentals from time to time prescribed
11                                  under the Mining Act 1978.
12
13                         (c)      Notwithstanding the Mining Act 1978,
14                                  the term of the Special Railway Licence
15                                  shall, subject to the sooner determination
16                                  thereof on the cessation or sooner
17                                  determination of this Agreement, be for a
18                                  period of 50 years commencing on the
19                                  date of grant thereof.
20
21                         (d)      Notwithstanding the Mining Act 1978,
22                                  the term of any Lateral Access Road
23                                  Licence shall, subject to the sooner
24                                  determination thereof on the cessation or
25                                  sooner determination of this Agreement,
26                                  be for a period of 4 years commencing on
27                                  the date of grant thereof.
28
29                         (e)      Notwithstanding the Mining Act 1978,
30                                  and except as required to do so by the
31                                  terms of the Special Railway Licence, the
32                                  Company shall not be entitled to
33                                  surrender the Special Railway Licence or
34                                  any Lateral Access Road Licence or any
35                                  part or parts of them without the prior
36                                  consent of the Minister.
37
38                         (f)      (i)       The    Company        may     in
39                                            accordance with approved
40                                            proposals take stone, sand, clay

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     s. 6



1                                               and gravel from the Railway
2                                               Corridor for the construction,
3                                               operation and maintenance of
4                                               the Railway constructed within
5                                               or approved for construction
6                                               within the Railway Corridor.
7
8                                     (ii)     Notwithstanding the Mining
9                                              Act 1978 no royalty shall be
10                                             payable under the Mining Act
11                                             in respect of stone, sand, clay
12                                             and gravel which the Company
13                                             is permitted by subparagraph (i)
14                                             to obtain from the land the
15                                             subject of the Special Railway
16                                             Licence.
17
18                            (g)     For the purposes of this Agreement and
19                                    without limiting the operation of
20                                    paragraphs (a) to (f) inclusive above, the
21                                    application of the Mining Act 1978 and
22                                    the regulations made thereunder are
23                                    specifically modified;
24
25                                    (i)       in section 91(1) by:
26
27                                             (A)       deleting "the mining
28                                                       registrar   or     the
29                                                       warden, in accordance
30                                                       with section 42 (as
31                                                       read with section 92)"
32                                                       and substituting "the
33                                                       Minister";
34
35                                             (B)       deleting "any person"
36                                                       and substituting "the
37                                                       Company (as defined
38                                                       in the agreement
39                                                       approved by and
40                                                       scheduled to the Iron

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                                                                         s. 6



1                                                     Ore        (Hamersley
2                                                     Range)      Agreement
3                                                     Act 1963, as from
4                                                     time to time added to,
5                                                     varied or amended)";
6
7                                            (C)      deleting "for any one
8                                                     or more of the
9                                                     purposes prescribed"
10                                                    and substituting "for
11                                                    the purpose specified
12                                                    in              clause
13                                                    10N(6)(a)(i), clause
14                                                    10N(6)(a)(ii)       or
15                                                    clause 10N(6)(b), of
16                                                    the         agreement
17                                                    approved by and
18                                                    scheduled to the Iron
19                                                    Ore        (Hamersley
20                                                    Range)      Agreement
21                                                    Act 1963, as from
22                                                    time to time added to,
23                                                    varied or amended";
24
25                                  (ii)     in section 91(3)(a), by deleting
26                                           "prescribed       form"     and
27                                           substituting "form required by
28                                           the agreement approved by and
29                                           scheduled to the Iron Ore
30                                           (Hamersley Range) Agreement
31                                           Act 1963, as from time to time
32                                           added to, varied or amended";
33
34                                  (iii)    by deleting sections      91(6),
35                                           91(9), 91(10) and 91B;
36
37                                  (iv)     in section 92, by deleting
38                                           "Sections 41, 42, 44, 46, 46A,
39                                           47 and 52 apply," and inserting
40                                           "Section 46A (excluding in

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     s. 6



1                                              subsection (2)(a) "the mining
2                                              registrar, the warden or")
3                                              applies," and by deleting "in
4                                              those provisions" and inserting
5                                              "in that provision";
6
7                                     (v)      by deleting the full stop at the
8                                              end of the section 94(1) and
9                                              inserting, "except to the extent
10                                             otherwise provided in, or to the
11                                             extent that such terms and
12                                             conditions are inconsistent with,
13                                             the agreement approved by and
14                                             scheduled to the Iron Ore
15                                             (Hamersley Range) Agreement
16                                             Act 1963, as from time to time
17                                             added to, varied or amended";
18
19                                    (vi)     by deleting sections 94(2), (3)
20                                             and (4);
21
22                                    (vii)    in section 96(1), by inserting
23                                             after "miscellaneous licence"
24                                             the words "(not being a
25                                             miscellaneous licence granted
26                                             pursuant to the agreement
27                                             approved by and scheduled to
28                                             the Iron Ore (Hamersley Range)
29                                             Agreement Act 1963, as from
30                                             time to time added to, varied or
31                                             amended";
32
33                                    (viii)   by deleting mining regulations
34                                             37(2), 37(3), 42 and 42A; and
35
36                                    (ix)     by inserting at the beginning of
37                                             mining regulations 41(c) and (f)
38                                             the words "subject to the
39                                             agreement approved by and
40                                             scheduled to the Iron Ore

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                                                                           s. 6



1                                            (Hamersley Range) Agreement
2                                            Act 1963, as from time to time
3                                            added to, varied or amended".
4
5                          (h)      If additional proposals are approved in
6                                   accordance with subclause (5) for the
7                                   construction of a Railway spur line
8                                   outside the then Railway Corridor, the
9                                   Minister for Mines shall include the area
10                                  of land within which such construction is
11                                  to occur in the Special Railway Licence
12                                  by endorsement. The area of such land
13                                  may be included notwithstanding that the
14                                  survey of the land has not been completed
15                                  but subject to correction to accord with
16                                  the survey when completed at the
17                                  Company's expense.
18
19                         (i)      If additional proposals are approved in
20                                  accordance with subclause (5) for the
21                                  construction     of    Train     Loading
22                                  Infrastructure or Train Unloading
23                                  Infrastructure outside the then Railway
24                                  Corridor, the Minister for Mines shall
25                                  include the area of such land within
26                                  which such infrastructure is approved for
27                                  construction in the Special Railway
28                                  Licence by endorsement. The area of
29                                  such     land     may     be     included
30                                  notwithstanding that the survey of the
31                                  land has not been completed but subject
32                                  to correction to accord with the survey
33                                  when completed at the Company's
34                                  expense.
35
36                         (j)      The provisions of this subclause shall not
37                                  operate so as to require the State to cause
38                                  a Special Railway Licence or a Lateral
39                                  Access Road Licence to be granted or any
40                                  land included in the Special Railway

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1                                      Licence as mentioned above until all
2                                      processes necessary under any laws
3                                      relating to native title to enable that grant
4                                      or inclusion of land to proceed, have been
5                                      completed.
6
7                    Construction and operation of Railway
8
9                    (7)      (a)      Subject to and in accordance with
10                                     approved proposals, the Rail Safety Act
11                                     and the grant of the relevant Special
12                                     Railway Licence and any associated
13                                     Lateral Access Road Licences the
14                                     Company shall in a proper and
15                                     workmanlike manner and in accordance
16                                     with recognised standards for railways of
17                                     a similar nature operating under similar
18                                     conditions construct the Railway and
19                                     associated Additional Infrastructure and
20                                     access roads within the Railway Corridor
21                                     and shall also construct inter alia any
22                                     necessary sidings, crossing points,
23                                     bridges, signalling switches and other
24                                     works and appurtenances and provide for
25                                     crossings and (where appropriate and
26                                     required by the Minister) grade
27                                     separation or other protective devices
28                                     including flashing lights and boom gates
29                                     at places where the Railway crosses or
30                                     intersects with major roads or existing
31                                     railways.
32
33                             (b)     The Company shall while the holder of a
34                                     Special Railway Licence:
35
36                                     (i)    keep the Railway the subject of
37                                            that licence in an operable state;
38                                            and
39




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                                                                             s. 6



1                                   (ii)    ensure that the Railway the subject
2                                           of that licence is operated in a safe
3                                           and proper manner in compliance
4                                           with all applicable laws from time
5                                           to time; and
6
7                                   (iii)   without limiting subparagraph (ii)
8                                           ensure that the obligations
9                                           imposed under the Rail Safety Act
10                                          on an owner and an operator (as
11                                          those terms are therein defined)
12                                          are complied with in connection
13                                          with the Railway the subject of
14                                          that licence.
15
16                                  Nothing in this Agreement shall be
17                                  construed to exempt the Company or any
18                                  other person from compliance with the
19                                  Rail Safety Act or limit its application to
20                                  the Company's operations generally
21                                  (except as otherwise may be provided in
22                                  that Act or regulations made under it).
23
24                           (c)    The Company shall provide crossings for
25                                  livestock and also for any roads, other
26                                  railways, conveyors, pipelines and other
27                                  utilities which exist at the date of grant of
28                                  the relevant Special Railway Licence or
29                                  in respect of land subsequently included
30                                  in it at the date of such inclusion and the
31                                  Company shall on reasonable terms and
32                                  conditions allow such crossings for roads,
33                                  railways, conveyors, pipelines and other
34                                  utilities which may be constructed for
35                                  future needs and which may be required
36                                  to cross a Railway constructed pursuant
37                                  to this clause.
38
39                           (d)    Subject to clause 10M, the Company
40                                  shall at all times be the holder of Special

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     s. 6



1                                     Railway Licences and Lateral Access
2                                     Road Licences granted pursuant to this
3                                     clause and (without limiting clause 11(j)
4                                     but subject to clause 10M) shall at all
5                                     times own manage and control the use of
6                                     each Railway the subject of a Special
7                                     Railway Licence held by the Company.
8
9                              (e)    The Company shall not be entitled to
10                                    exclusive possession of the land the
11                                    subject of a Special Railway Licence or
12                                    Lateral Access Road Licence granted
13                                    pursuant to this clause to the intent that
14                                    the State, the Minister, the Minister for
15                                    Mines and any persons authorised by any
16                                    of them from time to time shall be
17                                    entitled to enter upon the land or any part
18                                    of it at all reasonable times and on
19                                    reasonable notice with all necessary
20                                    vehicles, plant and equipment and for
21                                    purposes related to this Agreement or
22                                    such other purposes as they think fit but
23                                    in doing so shall be subject to the
24                                    reasonable directions of the Company so
25                                    as not to unreasonably interfere with the
26                                    Company's operations.
27
28                             (f)    The Company's ownership of a Railway
29                                    constructed pursuant to this clause shall
30                                    not give it an interest in the land
31                                    underlying it.
32
33                             (g)    The Company shall not at any time
34                                    without the prior consent of the Minister
35                                    dismantle, sell or otherwise dispose of
36                                    any part or parts of any Railway
37                                    constructed pursuant to this clause, or
38                                    permit this to occur, other than for the
39                                    purpose of maintenance, repair, upgrade
40                                    or renewal.

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                                                                           s. 6



1
2                            (h)    The Company shall, subject to and in
3                                   accordance with approved proposals, in a
4                                   proper and workmanlike manner,
5                                   construct any Additional Infrastructure,
6                                   access roads, Lateral Access Roads and
7                                   other works approved for construction
8                                   under this clause.
9
10                           (i)    The Company shall while the holder of a
11                                  Special Railway Licence at all times keep
12                                  and maintain in good repair and working
13                                  order and condition (which obligation
14                                  includes, where necessary, replacing or
15                                  renewing all parts which are worn out or
16                                  in need of replacement or renewal due to
17                                  their age or condition) the Railway,
18                                  access       roads     and      Additional
19                                  Infrastructure (if any) the subject of that
20                                  licence and all such other works
21                                  installations plant machinery and
22                                  equipment for the time being the subject
23                                  of this Agreement and used in connection
24                                  with the operation use and maintenance
25                                  of that Railway, access roads and
26                                  Additional Infrastructure (if any).
27
28                           (j)    Subject to clause 10M, the Company
29                                  shall:
30
31                                  (i)    be responsible for the cost of
32                                         construction and maintenance of
33                                         all Private Roads constructed
34                                         pursuant to this clause; and
35
36                                  (ii)   at its own cost erect signposts and
37                                         take other steps that may be
38                                         reasonable in the circumstances to
39                                         prevent any persons and vehicles
40                                         (other than those engaged upon the

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     s. 6



1                                                Company's activities and its
2                                                invitees and licensees) from using
3                                                the Private Roads; and
4
5                                        (iii)   at any place where any Private
6                                                Roads are constructed by the
7                                                Company so as to cross any
8                                                railways or public roads provide at
9                                                its cost such reasonable protection
10                                               and signposting as may be required
11                                               by the Commissioner of Main
12                                               Roads or the Public Transport
13                                               Authority as the case may be.
14
15                         (k)        The provisions of clauses 10(2)(a) and (3)
16                                    regarding third party access as well as the
17                                    proviso to clause 10(2)(a) shall apply
18                                    mutatis mutandis to any Railway or Railway
19                                    spur line constructed pursuant to this clause
20                                    except that the Company shall not be
21                                    obliged to transport passengers upon any
22                                    such Railway or Railway spur line.
23
24                   Aboriginal Heritage Act 1972 (WA)
25
26                   (8)         For the purposes of this clause the Aboriginal
27                               Heritage Act 1972 (WA) applies as if it were
28                               modified by:
29
30                            (a)        the insertion before the full stop at the
31                                       end of section 18(1) of the words:
32
33                                       "and the expression "the Company"
34                                       means the persons from time to time
35                                       comprising "the Company" in their
36                                       capacity as such under the agreement
37                                       approved by and scheduled to the Iron
38                                       Ore (Hamersley Range) Agreement Act
39                                       1963, as from time to time added to,
40                                       varied or amended in relation to the use

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                                                                          s. 6



1                                   or proposed use of land pursuant to
2                                   clause 10N of that agreement after and in
3                                   accordance with approved proposals
4                                   under clause 10N of that agreement and
5                                   in relation to the use of that land before
6                                   any such approval of proposals where the
7                                   Company has the requisite authority to
8                                   enter upon and so use the land";
9
10                         (b)      the insertion in sections 18(2), 18(4),
11                                  18(5) and 18(7) of the words "or the
12                                  Company as the case may be" after the
13                                  words "owner of any land";
14
15                         (c)       the insertion in section 18(3) of the
16                                   words "or the Company as the case may
17                                   be" after the words "the owner";
18
19                         (d)       the insertion of the following sentences
20                                   at the end of section 18(3):
21
22                                  "In relation to a notice from the
23                                  Company the conditions that the Minister
24                                  may specify can as appropriate include,
25                                  among other conditions, a condition
26                                  restricting the Company's use of the
27                                  relevant land to after the approval or
28                                  deemed approval as the case may be
29                                  under the abovementioned agreement of
30                                  all of the Company's submitted initial
31                                  proposals thereunder for the Railway
32                                  Operation (as defined in clause 10N(1)
33                                  of the abovementioned agreement), or in
34                                  the case of additional proposals
35                                  submitted or to be submitted by the
36                                  Company to after the approval or deemed
37                                  approval under that agreement of such
38                                  additional proposals, and to the extent so
39                                  approved. "; and
40


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     s. 6



1                              (e)      the insertion in sections 18(2) and 18(5)
2                                       of the words "or it as the case may be"
3                                       after the word "he".
4
5                              The Company acknowledges that nothing in this
6                              subclause (8) nor the granting of any consents
7                              under section 18 of the Aboriginal Heritage Act
8                              1972 (WA) will constitute or is to be construed as
9                              constituting the approval of any proposals
10                             submitted or to be submitted by the Company
11                             under this Agreement or as the grant or promise
12                             of land tenure for the purposes of this Agreement.
13
14                   Taking of land for the purposes of this clause
15
16                    (9)     (a)       The State is hereby empowered, as and
17                                      for a public work under Parts 9 and 10 of
18                                      the LAA, to take for the purposes of this
19                                      clause any land (other than any part of a
20                                      Port) which in the opinion of the
21                                      Company is necessary for the relevant
22                                      Railway Operation and which the
23                                      Minister determines is appropriate to be
24                                      taken for the relevant Railway Operation
25                                      (except any land the taking of which
26                                      would be contrary to the provisions of a
27                                      Government agreement entered into
28                                      before the submission of the proposals
29                                      relating to the proposed taking) and
30                                      notwithstanding any other provisions of
31                                      that Act may license that land to the
32                                      Company.
33
34                            (b)       In applying Parts 9 and 10 of the LAA for
35                                      the purposes of this clause:
36
37                                      (i)      "land" in that Act includes a
38                                               legal or equitable estate or
39                                               interest in land;
40


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                                                                              s. 6



1                                    (ii)     sections 170, 171, 172, 173,
2                                             174, 175 and 184 of that Act do
3                                             not apply; and
4
5                                    (iii)    that Act applies as if it were
6                                             modified in section 177(2) by
7                                             inserting -
8                                             (A)      after "railway"        the
9                                                      following -

10                                                     "or land is being taken
11                                                     pursuant      to      a
12                                                     Government agreement
13                                                     as defined in section 2
14                                                     of the Government
15                                                     Agreements Act 1979
16                                                     (WA)"; and

17                                            (B)      after "that Act" the
18                                                     following -

19                                                     "or that Agreement as
20                                                     the case may be".
21                          (c)      The Company shall pay to the State on
22                                   demand the costs of or incidental to any
23                                   land taken at the request of and on
24                                   behalf of the Company including but not
25                                   limited to any compensation payable to
26                                   any holder of native title or of native title
27                                   rights and interests in the land.
28
29                 Notification of Railway Operation Date
30
31                 (10)     (a)      The Company shall from the date
32                                   occurring 6 months before the date for
33                                   completion of construction of a Railway
34                                   specified in its time program for the
35                                   commencement and completion of
36                                   construction of that Railway submitted


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1                                     under subclause (4)(a), keep the Minister
2                                     fully informed as to:
3
4                                     (i)       the progress of that construction
5                                               and its likely completion and
6                                               commissioning; and
7
8                                     (ii)      the likely Railway Operation
9                                               Date.
10
11                            (b)     The Company shall on the Railway
12                                    Operation Date notify the Minister that
13                                    the first carriage of iron ore, freight goods
14                                    or other products as the case may be over
15                                    the Railway (other than for construction
16                                    or     commissioning        purposes)     has
17                                    occurred.
18
19                            (c)     The Company shall from the date
20                                    occurring 6 months before the date for
21                                    completion of construction of a Railway
22                                    spur line specified in its time program for
23                                    the commencement and completion of
24                                    construction of that spur line submitted
25                                    under subclause (5)(c) keep the Minister
26                                    fully informed as to:
27
28                                    (i)       the progress of that construction
29                                              and its likely completion and
30                                              commissioning; and
31
32                                    (ii)      in respect of it, the likely
33                                              Railway spur line Operation
34                                              Date.
35
36                            (d)     The Company shall on the Railway spur
37                                    line Operation Date in respect of any
38                                    Railway spur line notify the Minister that
39                                    the first carriage of iron ore, freight goods
40                                    or other products as the case may be over

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                                                                              s. 6



1                                     such spur line (other than for construction
2                                     or    commissioning       purposes)     has
3                                     occurred.";
4
5         (21)     In clause 11(a) by deleting the comma at the end of
6                  subparagraph (iv) and substituting a semi colon followed by:

7                  "(v)     in relation to electrical energy but not water, the
8                           Company for the purpose of supply to:
9
10                          (A)       "the Company" or "Joint Venturers" as
11                                    the case may be as defined in, and for the
12                                    purpose of an Integration Agreement, for
13                                    its or their purposes thereunder;
14
15                          (B)       the holders from time to time of a Mining
16                                    Act 1978 mining lease located in, or
17                                    proximate to, the Pilbara region of the
18                                    said State which is held by a Related
19                                    Entity alone or with a third party or
20                                    parties (excluding any mining lease
21                                    granted pursuant to, or held under, a
22                                    Government agreement) for the purpose
23                                    of their iron ore mining operations on
24                                    that mining lease; and
25
26                          (C)       with the prior approval of the Minister,
27                                    "the Company" or "the Joint Venturers"
28                                    as the case may be as defined in, and for
29                                    the purpose of a Government agreement
30                                    (excluding an Integration Agreement) for
31                                    the mining of iron ore in, or proximate
32                                    to, the Pilbara region of the said State for
33                                    the purpose of its or their operations
34                                    under that agreement,";

35        (22)     in clause 11(d)(1) by inserting "or held pursuant hereto after
36                 "granted hereunder or pursuant hereto";




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1              (23)   in clause 11(1)(e) by:

2                     (a)      inserting "or pursuant hereto" after "granted
3                              hereunder"; and

4                     (b)      inserting "or held pursuant hereto" after "clause 20
5                              hereof of land";

6              (24)   in clause 11(1) by:

7                     (a)      inserting "granted under or pursuant to this
8                              Agreement, or held pursuant to this Agreement"
9                              after the first reference to "licence or other title";

10                    (b)      inserting "or held pursuant hereto" after the
11                             subsequent 2 references to "granted hereunder or
12                             pursuant hereto"; and

13                    (c)      deleting "occupied by the Company" and
14                             substituting "the subject of any lease, licence,
15                             easement or other title granted under or pursuant to
16                             this Agreement, or held pursuant to this
17                             Agreement";

18             (25)   by inserting the following sentence at the end of clause 19:

19                    "As a separate independent indemnity the Company will
20                    indemnify and keep indemnified the State and its servants
21                    agents and contractors in respect of all actions suits claims
22                    demands or costs of third parties arising out of or in
23                    connection with any use, making available for use or other
24                    activities of the Company as referred to in clause 10L.";

25             (26)   in clause 20A(a) by inserting "or held pursuant hereto" after
26                    "granted hereunder or pursuant hereto";

27             (27)   in clause 21 inserting "or held pursuant hereto" after
28                    "granted hereunder or pursuant hereto";

29             (28)   by deleting clause 30; and


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                                                                               s. 6



1             (29)     by inserting after the Second Schedule the following new
2                      schedules:

3
4                               "THIRD SCHEDULE
5
6                             WESTERN AUSTRALIA
7
8         IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963
9
10                               MINING ACT 1978
11
12       MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
13                         PURPOSES
14
15
16   No. MISCELLANEOUS LICENCE [ ]
17
18   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
19   by and scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963, as
20   from time to time added to, varied or amended, the State agreed to grant to
21   [    ] (hereinafter with its successors and permitted assigns called "the
22   Company") a miscellaneous licence for the construction operation and
23   maintenance of a Railway (as defined in clause 10N(1) of the Agreement and
24   otherwise as provided in the Agreement) and, if applicable, other purposes
25   AND WHEREAS the Company pursuant to clause 10N(6)(a) of the Agreement
26   has made application for the said licence;
27
28   NOW in consideration of the rents reserved by and the provisions of the
29   Agreement and in pursuance of the Iron Ore (Hamersley Range) Agreement Act
30   1963, as from time to time added to, varied or amended, the Company is hereby
31   granted by this licence authority to conduct on the land the subject of this
32   licence as more particularly delineated and described from time to time in the
33   Schedule hereto all activities (including the taking of stone, sand, clay and
34   gravel, the provision of temporary accommodation facilities for the railway
35   workforce in accordance with the Agreement and, subject to the Rights in
36   Water and Irrigation Act 1914 (WA), the operation of water bores) necessary
37   for the planning, design, construction, commissioning, operation and
38   maintenance on the land the subject of this licence of the Railway and
39   Additional Infrastructure (as defined in clause 10N(1) of the Agreement) and

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     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1    access roads to be located on the land the subject of this licence in accordance
2    with the provisions of the Agreement and proposals approved under the
3    Agreement, for the term of 50 years from the date hereof (subject to the sooner
4    determination of the term upon the determination of the Agreement) and upon
5    and subject to the terms covenants and conditions set out in the Agreement and
6    the Mining Act 1978 as it applies to this licence, and any amendments to the
7    Agreement and the Mining Act 1978 from time to time and to the terms and
8    conditions (if any) now or hereafter endorsed hereon and the payment of rentals
9    in respect of this licence in accordance with clause 10N(6)(a)(i) of the
10   Agreement PROVIDED ALWAYS that this licence shall not be determined or
11   forfeited otherwise than in accordance with the Agreement.
12
13   In this licence:
14
15   -         If the Company be more than one the liability of the Company
16             hereunder shall be joint and several.
17
18   -         Reference to an Act includes all amendments to that Act for the time
19             being in force and also any Act passed in substitution therefore or in
20             lieu thereof and to the regulations and by-laws of the time being in
21             force thereunder.
22
23   -         Reference to "the Agreement" means such agreement as from time to
24             time added to, varied or amended.
25
26   -         The terms "approved proposals", "Railway", "Railway Operation
27             Date", and "Railway spur line" have the meanings given in the
28             Agreement.
29


30   ENDORSEMENTS AND CONDITIONS
31
32   Endorsements
33
34   1.        This licence is granted in accordance with proposals submitted on
35             [ ], and approved by the Minister (as defined in the Agreement) on
36             [ ], under the Agreement.
37
38   2.        The Company is permitted to, in accordance with approved proposals,
39             take stone, sand, clay and gravel from the land the subject of this

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                                                                                  s. 6



1              licence for the construction, operation and maintenance of the
2              Railway (including any Railway spur line) constructed within or
3              approved for construction within the area of land the subject of this
4              licence.
5
6    3.        Notwithstanding the Mining Act 1978, no royalty shall be payable
7              under the Mining Act 1978 in respect of stone, sand, clay and gravel
8              which the Company is permitted by the Agreement to obtain from the
9              land the subject of this licence.
10
11   4.        [Any further endorsement which the Minister for Mines may,
12             consistent with the provisions of the Agreement, determines and
13             thereafter impose in respect of this licence including during the term
14             of the Agreement.]
15
16   Conditions
17
18   1.        (a)      Except as provided in paragraph (b), the Company shall
19                      within 2 years after the Railway Operation Date surrender in
20                      accordance with the provisions of the Mining Act 1978 the
21                      area of this licence down to a maximum of 100 metres width
22                      or as otherwise approved by the Minister (as defined in the
23                      Agreement) for the safe operation of the Railway then
24                      constructed or approved for construction under approved
25                      proposals.
26
27             (b)      Paragraph (a) shall not apply to land the subject of this
28                      licence that was included in this licence pursuant to clause
29                      10N(6)(h) or clause 10N(6)(i) of the Agreement.
30
31   2.         The Company shall as soon as possible after the construction of a
32              Railway spur line or of an expansion or extension thereof as the case
33              may be surrender in accordance with the Mining Act 1978 the land
34              the subject of this licence that was included in this licence pursuant
35              to clause 10N(6)(h) of the Agreement for the purpose of such
36              construction down to a maximum of 100 metres in width or as
37              otherwise approved by the Minister (as defined in the Agreement)
38              for the safe operation of that Railway spur line or expansion or
39              extension thereof as the case may be then constructed or approved
40              for construction under approved proposals.

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     s. 6



1
2    3.        [Any further conditions which the Minister for Mines may, consistent
3              with the provisions of the Agreement, determines and thereafter
4              impose in respect of this licence including during the term of the
5              Agreement.]
6
7                                    SCHEDULE
8
9                                   Land description
10
11   Locality:
12   Mineral Field
13   Area:
14
15   DATED at Perth this                        day of                       .
16
17   MINISTER FOR MINES
18
19
20
21                              FOURTH SCHEDULE
22
23                            WESTERN AUSTRALIA
24
25          IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963
26
27                                MINING ACT 1978
28
29        MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
30
31
32   No.       MISCELLANEOUS LICENCE [ ]
33
34   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
35   by and scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963, as
36   from time to time added to, varied or amended, the State agreed to grant to
37   [    ] (hereinafter with its successors and permitted assigns called "the
38   Company") a miscellaneous licence for the construction use and maintenance
39   of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the


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                                                                                 s. 6



1    Company pursuant to clause 10N(6)(a)(ii) of the Agreement has made
2    application for the said licence;
3
4    NOW in consideration of the rents reserved by and the provisions of the
5    Agreement and in pursuance of the Iron Ore (Hamersley Range) Agreement Act
6    1963, as from time to time added to, varied or amended, the Company is hereby
7    authorised to construct use and maintain a road on the land more particularly
8    delineated and described from time to time in the Schedule hereto in
9    accordance with the provisions of the Agreement and proposals approved under
10   the Agreement for a term of 4 years commencing on the date hereof (subject to
11   the sooner determination of the term upon the cessation or determination of the
12   Agreement) and for the purposes and upon and subject to the terms covenants
13   and conditions set out in the Agreement and the Mining Act 1978 as it applies
14   to this licence, and any amendments to the Agreement and the Mining Act 1978
15   from time to time and to the terms and conditions (if any) now or hereafter
16   endorsed hereon and the payment of rentals in respect of this licence in
17   accordance with clause 10N(6)(a)(ii) of the Agreement PROVIDED ALWAYS
18   that this licence shall not be determined or forfeited otherwise than in
19   accordance with the Agreement.
20
21   In this licence:
22
23   -         If the Company be more than one the liability of the Company
24             hereunder shall be joint and several.
25
26   -         Reference to an Act includes all amendments to that Act for the time
27             being in force and also any Act passed in substitution therefore or in
28             lieu thereof and to the regulations and by-laws of the time being in
29             force thereunder.
30
31   -         Reference to "the Agreement" means such agreement as from time to
32             time added to, varied or amended.
33




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     s. 6



1    ENDORSEMENTS AND CONDITIONS
2
3    Endorsements
4
5    1.        This licence is granted in accordance with proposals submitted on
6              [ ], and approved by the Minister (as defined in the Agreement) on
7              [ ], under the Agreement.
8
9    2.        [Any further endorsement which the Minister for Mines may,
10             consistent with the provisions of the Agreement, determines and
11             thereafter impose in respect of this licence including during the term
12             of the Agreement.]
13
14   Conditions
15
16   [Such conditions which the Minister for Mines may, consistent with the
17   provisions of the Agreement, determines and thereafter impose in respect of the
18   licence, including during the term of the Agreement.]
19
20                                    SCHEDULE
21
22                                 Description of land
23
24   Locality:
25   Mineral Field:
26   Area:
27
28   DATED at Perth this                         day of                       .
29
30   MINISTER FOR MINES
31




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                                                                                s. 6



1                                FIFTH SCHEDULE
2
3                             WESTERN AUSTRALIA
4
5          IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT 1963
6
7                                MINING ACT 1978
8
9       MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.      MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
15   by and scheduled to the Iron Ore (Hamersley Range) Agreement Act 1963, as
16   from time to time added to, varied or amended, the State agreed to grant to [ ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 10N(6)(b) of the Agreement has made application for the
21   said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Hamersley Range) Agreement Act
25   1963, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in
28   accordance with the provisions of the Agreement and proposals approved under
29   the Agreement for a term of 4 years commencing on the date hereof (subject to
30   the sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies
33   to this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 10N(6)(b) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




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     s. 6



1    In this licence:
2
3    -         If the Company be more than one the liability of the Company
4              hereunder shall be joint and several.
5
6    -         Reference to an Act includes all amendments to that Act for the time
7              being in force and also any Act passed in substitution therefore or in
8              lieu thereof and to the regulations and by-laws of the time being in
9              force thereunder.
10
11   -         Reference to "the Agreement" means such agreement as from time to
12             time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.        This licence is granted in accordance with proposals submitted on
19             [ ], and approved by the Minister (as defined in the Agreement) on
20             [ ], under the Agreement.
21
22   2.        [Any further endorsement which the Minister for Mines may,
23             consistent with the provisions of the Agreement, determines and
24             thereafter impose in respect of this licence including during the term
25             of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32




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                                                                            s. 6



1                                  SCHEDULE
2
3                               Description of land
4
5    Locality:
6    Mineral Field:
7    Area:
8
9    DATED at Perth this                     day of                     .
10
11   MINISTER FOR MINES"
12
13
14
15




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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1    EXECUTED as a deed.

2    SIGNED by THE HONOURABLE                  )
3    COLIN JAMES BARNETT                       )    [Signature]
4    in the presence of:                       )
5
               [Signature]
            STEPHEN WOOD
6
7
8
     THE COMMON SEAL of                       )
     HAMERSLEY IRON PTY. LIMITED              )
     ACN 004 558 276 was hereunto affixed     )      [C.S.]
     by authority of the Directors in the     )
     presence of:                             )

9
     [Signature]                            ALAN DAVIES
     Director
10
     [Signature]                            HELEN FERNIHOUGH
     Secretary
11
12




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                                                                       s. 6



1         Thirteenth Schedule -- Twelfth Supplementary
2                          Agreement
3                                                                     [s. 2]
4
5
6                                   2010
7
8
9
10                THE HONOURABLE COLIN JAMES BARNETT
11             PREMIER OF THE STATE OF WESTERN AUSTRALIA
12
13
14
15                                  AND
16
17
18
19                 HAMERSLEY IRON PTY. LIMITED
20                       ACN 004 558 276
21
22
23
24
25       IRON ORE (HAMERSLEY RANGE) AGREEMENT 1968
26
27                RATIFIED VARIATION AGREEMENT
28
29
30
31
32                           [Solicitor's details]
33
34
35
36
37
38



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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
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     s. 6



1    THIS AGREEMENT is made this 17th day of November 2010

2
3    BETWEEN
4
5
6    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
7    State of Western Australia acting for and on behalf of the said State and
8    instrumentalities thereof from time to time (State)
9
10   AND
11
12   HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,
13   Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia
14   (Company).
15
16
17   RECITALS
18
19   A.     The State and the Company are parties to the agreement dated 8 October
20          1968, approved by and scheduled to the Iron Ore (Hamersley Range)
21          Agreement Act Amendment Act 1968 and which as subsequently added
22          to, varied or amended is referred to in this Agreement as the "Principal
23          Agreement".
24
25   B.     The State and the Company wish to vary the Principal Agreement.
26
27
28   THE PARTIES AGREE AS FOLLOWS:
29
30   1.     Subject to the context, the words and expressions used in this Agreement
31          have the same meanings respectively as they have in and for the purpose
32          of the Principal Agreement.
33
34   2.     The State shall sponsor a Bill in the Parliament of Western Australia to
35          ratify this Agreement and shall endeavour to secure its passage as an Act
36          prior to 31 December 2010 or such later date as the parties may agree.
37
38   3.     (a)   Clause 4 does not come into operation unless or until an Act
39                passed in accordance with clause 2 ratifies this Agreement.

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                                                                                 s. 6



1
2           (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
3                 clause 2, clause 4 has not come in to operation then unless the
4                 parties otherwise agree this Agreement shall cease and determine
5                 and neither party shall have any claim against the other with
6                 respect to any matter or thing arising out of or done or performed
7                 or omitted to be done or performed under this Agreement.
8
9    4.     The Principal Agreement is varied:
10
11          (1)   in clause 1:
12
13                (a)   by inserting in the appropriate alphabetical positions the
14                      following new definitions:
15
16                      "approved proposal" means a proposal approved or
17                      determined under this Agreement;
18
19                      "Integration Agreement" means:
20
21                      (a)      the agreement approved by and scheduled to the Iron
22                               Ore (Hamersley Range) Agreement Act 1963, as from
23                               time to time added to, varied or amended; or
24
25                      (b)      the agreement approved by and scheduled to the Iron
26                               Ore (Robe River) Agreement Act 1964, as from time
27                               to time added to, varied or amended; or
28
29                      (c)      the agreement approved by and scheduled to the Iron
30                               Ore (Hamersley Range) Agreement Act Amendment
31                               Act 1968, as from time to time added to, varied or
32                               amended; or
33
34                      (d)      the agreement ratified by and scheduled to the Iron
35                               Ore (Mount Bruce) Agreement Act 1972, as from time
36                               to time added to, varied or amended; or
37
38                      (e)      the agreement ratified by and scheduled to the Iron
39                               Ore (Hope Downs) Agreement Act 1992, as from time
40                               to time added to, varied or amended; or

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1
2                    (f)   the agreement ratified by and scheduled to the Iron
3                          Ore (Yandicoogina) Agreement Act 1996, as from
4                          time to time added to, varied or amended; or
5
6                    (g)   the agreement approved by and scheduled to the Iron
7                          Ore (Mount Newman) Agreement Act 1964, as from
8                          time to time added to, varied or amended; or
9
10                   (h)   the agreement approved by and scheduled to the Iron
11                         Ore (Mount Goldsworthy) Agreement Act 1964, as
12                         from time to time added to, varied or amended; or
13
14                   (i)   the agreement ratified by and scheduled to the Iron
15                         Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
16                         as from time to time added to, varied or amended; or
17
18                   (j)   the agreement authorised by and as scheduled to the
19                         Iron Ore (McCamey's Monster) Agreement
20                         Authorisation Act 1972, as from time to time added
21                         to, varied or amended; or
22
23                   (k)   the agreement ratified by and scheduled to the Iron
24                         Ore (Marillana Creek) Agreement Act 1991, as from
25                         time to time added to, varied or amended;
26
27                   "Integration Proponent" means in relation to an Integration
28                   Agreement, "the Company" or "the Joint Venturers" as the
29                   case may be as defined in, and for the purpose of, that
30                   Integration Agreement;
31
32                  "Related Entity" means a company in which:
33
34                   (a)   as at 21 June 2010; and
35
36                   (b)   after 21 June 2010, with the approval of the Minister,
37




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                                                                            s. 6



1                  a direct or (through a subsidiary or subsidiaries within the
2                  meaning of the Corporations Act 2001 (Commonwealth))
3                  indirect shareholding of 20% or more is held by:
4
5                  (c)   Rio Tinto Limited ABN 96 004 458 404; or
6
7                  (d)   BHP Billiton Limited ABN 49 004 028 077; or
8
9                  (e)   those companies referred to in paragraphs (c) and (d)
10                       in aggregate;
11
12                 "variation date" means the date on which clause 4 of the
13                 variation agreement made on or about 17 November 2010
14                 between the State and the Company comes into operation;
15
16           (b)   in the definition of "mineral lease" by inserting "and any
17                 areas added to it pursuant to clause 7B" before the semi
18                 colon;
19
20           (c)   in the sentence beginning "References to this Agreement" by
21                 deleting "amended" and inserting "added to, varied or
22                 amended" after "from time to time;
23
24           (d)   in the sentence beginning "Words and phrases" by inserting
25                 "from time to time" after "meanings are";
26
27           (e)   in the sentence beginning "Marginal notes" by inserting
28                 "and clause headings" after notes; and
29
30           (f)   by inserting after the sentence referred to in clause 4(1)(e)
31                 the following new sentences:
32
33                 "Words in the singular shall include the plural and words in
34                 the plural shall include the singular according to the
35                 requirements of the context.
36
37                 Nothing in this Agreement shall be construed:
38
39                 (a)   to exempt the Company from compliance with any
40                       requirement in connection with the protection of the

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     s. 6



1                             environment arising out of or incidental to its
2                             activities under this Agreement that may be made by
3                             or under the EP Act; or
4
5                       (b)   to exempt the State or the Company from compliance
6                             with or to require the State or the Company to do
7                             anything contrary to any laws relating to native title
8                             or any lawful obligation or requirement imposed on
9                             the State or the Company as the case may be pursuant
10                            to any laws relating to native title; or
11
12                      (c)   to exempt the Company from compliance with the
13                            provisions of the Aboriginal Heritage Act 1972
14                            (WA).";
15
16          (2)   by inserting after clause 5 the following new clauses:
17
18                "Additional proposals
19
20                5A.   (1)   If the Company, at any time during the continuance of
21                            this Agreement after the variation date, desires to
22                            significantly modify, expand or otherwise vary its
23                            activities carried on pursuant to this Agreement (other
24                            than under clause 7E) beyond those activities
25                            specified in any proposals approved pursuant to
26                            clause 5 it shall give notice of such desire to the
27                            Minister and within 2 months thereafter shall submit
28                            to the Minister detailed proposals in respect of all
29                            matters covered by such notice and such of the other
30                            matters mentioned in clause 4(1) as the Minister may
31                            require.
32
33                      (2)   A proposal may with the consent of the Minister
34                            (except in relation to an Integration Agreement) and
35                            that of any parties concerned (being in respect of an
36                            Integration Agreement the Integration Proponent for
37                            that agreement) provide for the use by the Company
38                            of any works installations or facilities constructed or
39                            established under a Government agreement.
40


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                                                                             s. 6



1                  (3)   Each of the proposals pursuant to subclause (1) may
2                        with the approval of the Minister, or shall if so
3                        required by the Minister, be submitted separately and
4                        in any order as to any matter or matters in respect of
5                        which such proposals are required to be submitted.
6
7                  (4)   At the time when the Company submits the said
8                        proposals it shall submit to the Minister details of any
9                        services (including any elements of the project
10                       investigations, design and management) and any
11                       works materials, plant, equipment and supplies that it
12                       proposes to consider obtaining from or having carried
13                       out or permitting to be obtained from or carried out
14                       outside Australia together with its reasons therefor
15                       and shall, if required by the Minister, consult with the
16                       Minister with respect thereto.
17
18                 (5)   The Company may withdraw its proposals pursuant to
19                       subclause (1) at any time before approval thereof, or
20                       where any decision in respect thereof is referred to
21                       arbitration as referred to in clause 5B, within 3
22                       months after the award by notice to the Minister that
23                       it shall not be proceeding with the same.
24
25           Consideration of Company's proposals under clause 5A
26
27           5B.   (1)   In respect of each proposal pursuant to subclause (1)
28                       of clause 5A the Minister shall:
29
30                       (a)   subject to the limitations set out below, refuse
31                             to approve the proposal (whether it requests the
32                             grant of new tenure or not) if the Minister is
33                             satisfied on reasonable grounds that is not in
34                             the public interest for the proposal to be
35                             approved; or
36
37                       (b)   approve of the proposal without qualification or
38                             reservation; or
39




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     s. 6



1                          (c)     defer consideration of or decision upon the
2                                  same until such time as the Company submits a
3                                  further proposal or proposals in respect of some
4                                  other of the matters mentioned in clause 5A(1)
5                                  not covered by the said proposal; or
6
7                          (d)     require as a condition precedent to the giving of
8                                  his approval to the said proposal that the
9                                  Company make such alteration thereto or
10                                 comply with such conditions in respect thereto
11                                 as he thinks reasonable, and in such a case the
12                                 Minister shall disclose his reasons for such
13                                 conditions,
14
15                         PROVIDED ALWAYS that where implementation of
16                         any proposals hereunder has been approved pursuant
17                         to the EP Act subject to conditions or procedures, any
18                         approval or decision of the Minister under this clause
19                         shall if the case so requires incorporate a requirement
20                         that the Company make such alterations to the
21                         proposals as may be necessary to make them accord
22                         with those conditions or procedures.
23
24                         In considering whether to refuse to approve a
25                         proposal the Minister is to assess whether or not the
26                         implementation of the proposal by itself, or together
27                         with any one or more of the other submitted
28                         proposals, will:
29
30                         (i)     detrimentally affect economic and orderly
31                                 development in the said State, including
32                                 without limitation, infrastructure development
33                                 in the said State; or
34
35                         (ii)    be contrary to or inconsistent with the planning
36                                 and development policies and objectives of the
37                                 State; or
38
39                         (iii)   detrimentally affect the rights and interests of
40                                 third parties; or

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                                                                              s. 6



1
2                        (iv)   detrimentally affect access to and use by others
3                               of the lands the subject of any grant or
4                               proposed grant to the Company.
5
6                        The right to refuse to approve a proposal conferred by
7                        paragraph (a) may only be exercised in respect of a
8                        proposal where the Minister is satisfied on reasonable
9                        grounds that a purpose of the proposal is the
10                       integrated use of works installations or facilities (as
11                       defined in subclause (7) of clause 7C for the purpose
12                       of that clause) as contemplated by clause 7C. It may
13                       not be so exercised in respect of a proposal if
14                       pursuant to clause 5C(5) the Minister, prior to the
15                       submission of the proposal, advised the Company in
16                       writing that the Minister has no public interest
17                       concerns (as defined in that clause) with the single
18                       preferred development (as referred to in clause
19                       5C(5)(a)) the subject of the submitted proposals and
20                       those proposals are consistent (as to their substantive
21                       scope and content) with the information provided to
22                       the Minister pursuant to clause 5C(5) in respect of
23                       that single preferred development.
24
25                 (2)   The Minister shall within 2 months after receipt of
26                       proposals pursuant to clause 5A(1) give notice to the
27                       Company of his decision in respect to the proposals,
28                       PROVIDED THAT where a proposal is to be
29                       assessed under Part IV of the EP Act the Minister
30                       shall only give notice to the Company of his decision
31                       in respect to the proposal within 2 months after
32                       service on him of an authority under section 45(7) of
33                       the EP Act.
34
35                 (3)   If the decision of the Minister is as mentioned in
36                       either of paragraphs (a), (c) or (d) of subclause (1) the
37                       Minister shall afford the Company full opportunity to
38                       consult with him and should it so desire to submit
39                       new or revised proposals either generally or in respect
40                       to some particular matter.

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1
2                     (4)   If the decision of the Minister is as mentioned in
3                           either of paragraphs (c) or (d) of subclause (1) and the
4                           Company considers that the decision is unreasonable
5                           the Company within 2 months after receipt of the
6                           notice mentioned in subclause (2) may elect to refer
7                           to arbitration in the manner hereinafter provided the
8                           question of the reasonableness of the decision
9                           PROVIDED THAT any requirement of the Minister
10                          pursuant to the proviso to subclause (1) shall not be
11                          referable to arbitration hereunder. A decision of the
12                          Minister under paragraph (a) of subclause (1) shall
13                          not be referable to arbitration under the Agreement.
14
15                    (5) If by the award made on the arbitration pursuant to
16                          subclause (4) the dispute is decided in favour of the
17                          Company the decision shall take effect as a notice by
18                          the Minister that he is so satisfied with and approves
19                          the matter or matters the subject of the arbitration.
20
21                    (6)   The Company shall implement the approved
22                          proposals in accordance with the terms thereof.
23
24                    (7)   Notwithstanding clause 21 of the Principal Agreement
25                          (as applying to this Agreement pursuant to clause
26                          11(11)), the Minister may during the implementation
27                          of approved proposals approve variations to those
28                          proposals.
29
30              Notification of possible proposals
31
32              5C.   (1)   If the Company, upon completion of a pre-feasibility
33                          study in respect of any matter that would require the
34                          submission and approval of proposals pursuant to this
35                          Agreement (being proposals which will have as their
36                          purpose, or one of their purposes, the integrated use
37                          of works installations or facilities as contemplated by
38                          clause 7C) for the matter to be undertaken, intends to
39                          further consider the matter with a view to possibly
40                          submitting such proposals it shall promptly notify the

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1                        Minister in writing giving reasonable particulars of
2                        the relevant matter.
3
4                  (2)   Within one (1) month after receiving the notification
5                        the Minister may, if the Minister so wishes, inform
6                        the Company of the Minister's views of the matter at
7                        that stage.
8
9                  (3)   If the Company is informed of the Minister's views, it
10                       shall take them into account in deciding whether or
11                       not to proceed with its consideration of the matter and
12                       the submission of proposals.
13
14                 (4)   Neither the Minister's response nor the Minister
15                       choosing not to respond shall in any way limit,
16                       prejudice or otherwise affect the exercise by the
17                       Minister of the Minister's powers, or the performance
18                       of the Minister's obligations, under this Agreement or
19                       otherwise under the laws from time to time of the said
20                       State.
21
22                 (5)   (a)   This subclause applies where the Company has
23                             settled upon a single      preferred
24                             development a purpose of which is the
25                             integrated use of works installations or
26                             facilities (as defined in subclause (7) of clause
27                             7C for the purpose of that clause) as
28                             contemplated by clause 7C.
29
30                       (b)   For the purpose of this subclause "public
31                             interest concerns" means any concern that
32                             implementation of the single preferred
33                             development or any part of it will:
34
35                             (i)   detrimentally affect economic and orderly
36                                   development in the said State, including
37                                   without      limitation,    infrastructure
38                                   development in the said State; or
39




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1                                 (ii) be contrary to or inconsistent with the
2                                      planning and development policies and
3                                      objectives of the State; or
4
5                                 (iii) detrimentally affect the         rights   and
6                                       interests of third parties; or
7
8                                 (iv) detrimentally affect access to and use by
9                                      others of lands the subject of any grant or
10                                     proposed grant to the Company.
11
12                         (c)   At any time prior to submission of proposals
13                               the Company may give to the Minister notice of
14                               its single preferred development and request the
15                               Minister to confirm that the Minister has no
16                               public interest concerns with that single
17                               preferred development.
18
19                         (d)   The Company shall furnish to the Minister with
20                               its notice reasonable particulars of the single
21                               preferred development including, without
22                               limitation:
23
24                                (i)   as to the matters that would be required to
25                                      be addressed in submitted proposals; and
26
27                                (ii) its progress in undertaking any feasibility
28                                     or other studies or matters to be
29                                     completed      before    submission      of
30                                     proposals; and
31
32                                (iii) its timetable for obtaining required
33                                      statutory and other approvals in relation
34                                      to the submission and approval of
35                                      proposals; and
36
37                                (iv) its tenure requirements.
38
39                         (e)    If so required by the Minister, the Company
40                                will provide to the Minister such further

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1                                 information regarding the single preferred
2                                 development as the Minister may require from
3                                 time to time for the purpose of considering the
4                                 Company's request and also consult with the
5                                 Minister or representatives or officers of the
6                                 State in regard to the single preferred
7                                 development.
8
9                         (f)     Within 2 months after receiving the notice (or
10                                if the Minister requests further information,
11                                within 2 months after the provision of that
12                                information) the Minister must advise the
13                                Company:
14
15                                (i)   that the Minister has no public interest
16                                      concerns with the single preferred
17                                      development; or
18
19                                (ii) that he is not then in a position to advise
20                                     that he has no public interest concerns
21                                     with the single preferred development
22                                     and the Minister's reasons in that regard.
23
24                        (g)     If the Minister gives the advice mentioned in
25                                paragraph (f)(ii) the Company may, should it
26                                so desire, give a further request to the Minister
27                                in respect of a revised or alternate single
28                                preferred development and the provisions of
29                                this subclause shall apply mutatis mutandis
30                                thereto.";
31
32     (3)   in clause 6(2)(b):
33
34           (a)   by deleting in line 1 "the said proposals" and substituting
35                 "approved proposals";

36           (b)   in subparagraph (i) by:

37                 (A)    inserting "or cause to be granted" after "grant";


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1                         (B)     inserting after the paragraph beginning "at peppercorn
2                                 rental" the following new paragraph:

3                                 "at commercial rentals, licence or easement fees as
4                                  applicable - leases, licences or easements within the
5                                  Port of Dampier; and";

6                         (C)     inserting "or under the Port Authorities Act 1999
7                                 (WA)" after "(3) of this clause provided"; and

8                         (D)     inserting "installations or facilities" after "as the
9                                 Company reasonably requires for its works"; and

10                (c)      in the proviso by deleting "or (as the case may be) all iron
11                         ore concentration products" and "or iron ore concentration
12                         products";
13
14          (4)   by inserting after subclause (4) of clause 6 the following new
15                 subclause:
16
17           "(4a)      The provisions of subclause (2) of this clause shall not operate
18                        so as to require the State to grant or vary, or cause to be
19                        granted or varied, any lease licence or other right or title
20                        until all processes necessary under any laws relating to
21                        native title to enable that grant or variation to proceed, have
22                        been completed.";
23
24          (5)   in clause 7(4):
25
26                (a)      by inserting "(ea)," after "(e),";
27
28                (b)      after "(k)" by inserting a comma and deleting "and"; and
29
30                (c)      after "(n)" by inserting "and (o)";
31




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1      (6)   in clause 7(7) by:
2
3            (a)    deleting paragraph (a) and substituting the following new
4                   paragraph (a):
5
6                   "(a)   The Company may blend iron ore mined from the
7                          mineral lease with any:
8
9                          (i)     iron ore mined from a mining tenement or other
10                                 mining title granted under, or pursuant to, an
11                                 Integration Agreement; or
12
13                         (ii)    iron ore mined from a Mining Act 1978 mining
14                                 lease located in, or proximate to, the Pilbara
15                                 region of the said State which is held by a
16                                 Related Entity alone or with a third party or
17                                 parties (excluding any mining lease granted
18                                 pursuant to, or held under, a Government
19                                 agreement); or
20
21                         (iii)   with the prior approval of the Minister, iron ore
22                                 mined in, or proximate to, the Pilbara region of
23                                 the said State under a Government agreement
24                                 (excluding an Integration Agreement); or
25
26                         (iv)    with the prior approval of the Minister, iron ore
27                                 mined by a third party from a Mining Act 1978
28                                 mining lease located in, or proximate to, the
29                                 Pilbara region of the said State (excluding
30                                 under a Government agreement) which has
31                                 been purchased by an Integration Proponent
32                                 from the third party."; and
33
34           (b)    in paragraph (b):
35
36                  (i)    deleting "there is" and substituting "there are";
37
38                  (ii)   deleting "between         the   relevant    Government
39                         agreements"; and
40


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1                       (iii)   deleting "blended and" and substituting "blended as
2                               between each of the sources referred to in paragraph
3                               (a),";
4
5           (7)   by inserting in clause 7A "and in clause 10A(3a) the references to
6                 "clauses 8A(2) to (5) and of 8B" were to "clauses 5A(2) to (5) and
7                 of 5B" before the full stop at the end of that clause;
8
9           (8)   by inserting after clause 7A the following new clauses:
10
11                "Additional areas
12
13                7B.   (1)     Notwithstanding the provisions of the Mining Act
14                              1904 or the Mining Act 1978 the Company may from
15                              time to time during the currency of this Agreement
16                              apply to the Minister for areas held by the Company
17                              or an associated company under a mining tenement
18                              granted under the Mining Act 1978 to be included in
19                              the mineral lease but so that the total area of the
20                              mineral lease, any land that may be included in the
21                              mineral lease pursuant to this Agreement and of any
22                              other mineral lease or mining lease granted under or
23                              pursuant to this Agreement (as aggregated) shall not
24                              at any time exceed 777 square kilometres. The
25                              Minister shall confer with the Minister for Mines in
26                              regard to any such application and if they approve the
27                              application the Minister for Mines shall upon the
28                              surrender of the relevant mining tenement include the
29                              area the subject thereof in the mineral lease by
30                              endorsement subject to such of the conditions of the
31                              surrendered mining tenement as the Minister for
32                              Mines determines but otherwise subject to the same
33                              terms covenants and conditions as apply to the
34                              mineral lease (with such apportionment of rents as is
35                              necessary) and notwithstanding that the survey of
36                              such additional land has not been completed but
37                              subject to correction to accord with the survey when
38                              completed at the Company's expense.
39




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1                  (2)   The Minister may approve, upon application by the
2                        Company from time to time, for the total area referred
3                        to in subclause (1) to be increased up to a limit not
4                        exceeding 1,000 square kilometres.
5
6                  (3)   The Company shall not mine or carry out other
7                        activities (other than exploration, bulk sampling and
8                        testing) on any area or areas added to the mineral
9                        lease pursuant to subclause (1) of this clause unless
10                       and until proposals with respect thereto are approved
11                       or determined pursuant to the subsequent provisions
12                       of this clause.
13
14                 (4)   If the Company desires to commence mining of iron
15                       ore or to carry out any other activities (other than as
16                       aforesaid) on the said areas it shall give notice of such
17                       desire to the Minister and shall within 2 months of the
18                       date of such notice (or thereafter within such
19                       extended time as the Minister may allow as
20                       hereinafter provided) and subject to the provisions of
21                       this Agreement submit to the Minister to the fullest
22                       extent reasonably practicable its detailed proposals
23                       (which proposals shall include plans where
24                       practicable and specifications where reasonably
25                       required by the Minister) with respect to such mining
26                       or other activities as additional proposals pursuant to
27                       clause 5A.
28
29           Integrated use of works installations or facilities under the
30           Integration Agreements
31
32           7C.   (1)   Subject to subclauses (2) to (7) of this clause and to
33                       the other provisions of this Agreement, the Company
34                       may during the continuance of this Agreement:
35
36                       (a)   use any existing or new works installations or
37                             facilities constructed or held:
38
39                             (i)    under this Agreement; or
40


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1                                (ii)    under any other Integration Agreement
2                                        which are made available for such use
3                                        and during the continuance of such
4                                        Integration Agreement; or
5
6                                (iii)   with the approval of the Minister, under
7                                        a Government agreement (excluding an
8                                        Integration Agreement) which are made
9                                        available for such use and during the
10                                       continuance of that agreement,
11
12                               (wholly or in part) in the activities of the
13                               Company carried on by it pursuant to this
14                               Agreement including, without limitation, as
15                               part of those activities, transporting by railway
16                               and shipping from a loading port and
17                               undertaking any ancillary and incidental
18                               activities in doing so (including, without
19                               limitation, blending permitted by clause 7(7))
20                               of:
21
22                               (A)     iron ore mined from a Mining Act 1978
23                                       mining lease located in the Pilbara region
24                                       of the said State which is held by a
25                                       Related Entity alone or with a third party
26                                       or parties (excluding any mining lease
27                                       granted pursuant to, or held under, a
28                                       Government agreement);
29
30                               (B)     with the prior approval of the Minister
31                                       iron ore mined in, or proximate to, the
32                                       Pilbara region of the said State under a
33                                       Government agreement (excluding an
34                                       Integration Agreement);
35
36                               (C)     with the prior approval of the Minister,
37                                       iron ore mined by a third party from a
38                                       Mining Act 1978 mining lease located in,
39                                       or proximate to, the Pilbara region of the
40                                       said    State   (excluding under         a

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1                                      Government agreement) which has been
2                                      purchased by the Company from the
3                                      third party;
4
5                              (D)     iron ore mined under an Integration
6                                      Agreement.
7
8                        (b)   make any existing or new works installations or
9                              facilities constructed or held under this
10                             Agreement available for use (wholly or partly)
11                             by another Integration Proponent during the
12                             continuance of its Integration Agreement in the
13                             activities of that Integration Proponent carried
14                             on by it pursuant to its Integration Agreement
15                             including, without limitation, as part of those
16                             activities, transporting by railway and shipping
17                             from a loading port and undertaking any
18                             ancillary and incidental activities in doing so
19                             (including, without limitation, blending
20                             permitted by that Integration Agreement) of:
21
22                             (i)     iron ore mined from a Mining Act 1978
23                                     mining lease located in, or proximate to,
24                                     the Pilbara region of the said State which
25                                     is held by a Related Entity alone or with
26                                     a third party or parties (excluding any
27                                     mining lease granted pursuant to, or held
28                                     under, a Government agreement);
29
30                             (ii)    with the prior approval of the Minister
31                                     (as defined in that Integration
32                                     Agreement), iron ore mined in, or
33                                     proximate to, the Pilbara region of the
34                                     said State under a Government
35                                     agreement (excluding an Integration
36                                     Agreement);
37
38                             (iii)   with the prior approval of the Minister
39                                     (as defined in that Integration
40                                     Agreement), iron ore mined by a third

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1                                       party from a Mining Act 1978 mining
2                                       lease located in, or proximate to, the
3                                       Pilbara region of the said State
4                                       (excluding     under    a    Government
5                                       agreement) which has been purchased by
6                                       that Integration Proponent from the third
7                                       party;
8
9                                (iv)   iron ore mined under an Integration
10                                      Agreement;
11
12                         (c)   make any existing or new works installations
13                               or facilities constructed or held under this
14                               Agreement available for use (wholly or partly)
15                               in connection with operations under:
16
17                               (i)    a Mining Act 1978 mining lease located
18                                      in, or proximate to, the Pilbara region of
19                                      the said State, for iron ore, which is held
20                                      by a Related Entity alone or with a third
21                                      party or parties (excluding any mining
22                                      lease granted pursuant to, or held under a
23                                      Government agreement); or
24
25                               (ii) with the approval of the Minister, a
26                                    Government agreement (other than an
27                                    Integration Agreement) for the mining of
28                                    iron ore in, or proximate to, the Pilbara
29                                    region of the said State;
30
31                         (d)   subject to subclause (2), under this Agreement
32                               and for the purpose of any use or making
33                               available for use referred to in paragraph (a),
34                               (b) or (c) connect any existing or new works
35                               installations or facilities constructed or held
36                               under this Agreement to any existing or new
37                               works installations or facilities constructed or
38                               held under another Integration Agreement;
39




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1                        (e)   subject to subclause (2), under this Agreement
2                              and for the purpose of any use or making
3                              available for use referred to in paragraph (a),
4                              (b) or (c) or making of any connection referred
5                              to in paragraph (d) construct new works
6                              installations or facilities and expand modify or
7                              otherwise vary any existing and new works
8                              installations or facilities constructed or held
9                              under this Agreement;

10                       (f)   allow a railway or rail spur line (not being a
11                             railway or rail spur line constructed or held
12                             under an Integration Agreement) to be
13                             connected to a railway or rail spur line or other
14                             works installations for facilities constructed or
15                             held under this Agreement for the delivery of
16                             iron ore to an Integration Proponent for
17                             transport by railway and shipping from a
18                             loading port (together with any ancillary and
19                             incidental activities in doing so) as part of its
20                             activities under its Integration Agreement; and
21
22                       (g)   allow an electricity transmission line (not
23                             being an electricity transmission line
24                             constructed or held under an Integration
25                             Agreement) to be connected to an electricity
26                             transmission line constructed or held under this
27                             Agreement for the supply of electricity
28                             permitted to be made under an Integration
29                             Agreement.
30
31                 (2)   (a)   A connection referred to in clause (1)(d) or
32                             construction, expansion, modification or other
33                             variation referred to in subclause (1)(e) by the
34                             Company shall, to the extent not already
35                             authorised under this Agreement as at the
36                             variation date, be regarded as a significant
37                             modification expansion or other variation of the
38                             Company's activities carried on by it pursuant
39                             to this Agreement and may only be made in

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1                                accordance with proposals submitted and
2                                approved or determined under this Agreement
3                                in accordance with clauses 5A and 5B or clause
4                                7E as the case may require and otherwise in
5                                compliance with the provisions of this
6                                Agreement and the laws from time to time of
7                                the said State. For the avoidance of doubt, the
8                                parties acknowledge that any use or making
9                                available for use contemplated by subclause
10                               (1)(a), (1)(b) or (1)(c) shall not otherwise than
11                               as required by this paragraph (a) require the
12                               submission and approval of further proposals
13                               under this Agreement.
14
15                         (b)   The Company shall not be entitled to:
16
17                               (i)     submit proposals to construct any new
18                                       port or to establish harbour or port
19                                       works installations or facilities, or to
20                                       expand modify or otherwise vary
21                                       harbour or works installations or
22                                       facilities otherwise than at or near the
23                                       town of Dampier within the boundaries
24                                       of the Port of Dampier; or
25
26                               (ii)    generate and supply power, take and
27                                       supply water or dispose of water
28                                       otherwise than in accordance with the
29                                       other clauses of this Agreement and
30                                       subject to any restrictions contained in
31                                       those clauses; or
32
33                               (iii)   without limiting subparagraphs (i) and
34                                       (ii) submit proposals to construct or
35                                       establish works installations or facilities
36                                       of a type, or to make expansions,
37                                       modifications or other variations of
38                                       works installations or facilities of a
39                                       type, which in the Minister's reasonable
40                                       opinion this Agreement, immediately

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1                                     before the variation date, did not permit
2                                     or     contemplate      the     Company
3                                     constructing, establishing or making as
4                                     the case may be otherwise than for
5                                     integration use as contemplated by
6                                     subclauses (1)(a), (1)(b) or (1)(c) or as
7                                     permitted by clause 7E; or
8
9                              (iv)   submit proposals to make a connection
10                                    as referred to in subclause (1)(d) or a
11                                    construction, expansion, modification or
12                                    other variation as referred to in
13                                    subclause (1)(e) otherwise than on
14                                    tenure granted under or pursuant to this
15                                    Agreement from time to time or held
16                                    pursuant to this Agreement from time to
17                                    time; or
18
19                             (v)    submit proposals to make a connection
20                                    referred to in subclause (1)(d) or a
21                                    construction, expansion, modification or
22                                    other variation as referred to in
23                                    subclause (1)(e) for the purpose of use
24                                    as contemplated by subclause (1)(c)(i),
25                                    if in the reasonable opinion of the
26                                    Minister the activity which is the
27                                    subject of the proposals would give to
28                                    the holder or holders of the relevant
29                                    Mining Act 1978 mining lease the
30                                    benefit of rights or powers granted to
31                                    the Company under this Agreement,
32                                    over and above the right of access to
33                                    and use of the relevant works,
34                                    installations or facilities; or
35
36                             (vi)   submit proposals to make a connection
37                                    as referred to in subclause (1)(d) or a
38                                    construction, expansion, modification or
39                                    other variation as referred to in
40                                    subclause (1)(e) for the purpose of use

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1                                        as contemplated by subclause (1)(c) and
2                                        involving the grant of tenure without the
3                                        prior approval of the Minister; or
4
5                                 (vii) submit proposals to assign, sublet,
6                                       transfer or dispose of any works
7                                       installations or facilities constructed or
8                                       held under this Agreement or any leases,
9                                       licences, easements or other titles under
10                                      or pursuant to this Agreement for any
11                                      purpose referred to in this clause.
12
13                         (c)    Notwithstanding the provisions of clauses 5B
14                                and 7E, the Minister may defer consideration
15                                of, or a decision upon, a proposal submitted by
16                                the Company for a connection as referred to in
17                                subclause (1)(d) or a construction, expansion,
18                                modification or other variation as referred to in
19                                subclause (1)(e), for the purpose of use or
20                                making available for use as referred to in
21                                subclauses (1)(a) or (1)(b), until relevant
22                                corresponding proposals under the relevant
23                                Integration Agreement have been submitted
24                                and those proposals can be approved under that
25                                Integration Agreement concurrently with the
26                                Minister's approval under this Agreement of
27                                the Company's proposal.
28
29                   (3)   Any use or making available for use as referred to in
30                         subclause (1), or submission of proposals as referred
31                         to in subclause (2), in respect of a Related Entity shall
32                         be subject to the Company first confirming with the
33                         Minister that the Minister is satisfied that the relevant
34                         company is a Related Entity.
35
36                   (4)   The Company shall give the Minister prior written
37                         notice of any significant change (other than a
38                         temporary one for maintenance or to respond to an
39                         emergency) proposed in its use, or in it making


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1                        available for use, works, installations or facilities as
2                        referred to in this clause:
3
4                        (a)      from that authorised under this Agreement
5                                 immediately before the variation date; and
6
7                        (b)      subsequently from that previously notified to
8                                 the Minister under this subclause,
9
10                       as soon as practicable before such change occurs.
11
12                       The Company shall also keep the Minister fully
13                       informed with respect to any proposed connection as
14                       referred to in subclause (1)(f) or 1(g) or request of the
15                       Company for such connection to be allowed.
16
17                 (5)         Nothing in this Agreement shall be construed to:
18
19                       (a)      exempt another Integration Proponent from
20                                complying with, or the application of, the
21                                provisions of its Integration Agreement; or
22
23                       (b)      restrict the Company's rights under clause 20
24                                of the Principal Agreement (as applying
25                                pursuant to clause 11(1)).
26
27                       For the avoidance of doubt the approval of proposals
28                       under this Agreement shall not be construed as
29                       authorising another Integration Proponent to
30                       undertake any activities under this Agreement or
31                       under another Integration Agreement.
32
33                 (6)   Nothing in this clause shall be construed to exempt
34                       the Company from complying with, or the application
35                       of, the other provisions of this Agreement including,
36                       without limitation, clause 20 of the Principal
37                       Agreement (as applying pursuant to clause 11(1)) and
38                       of relevant laws from time to time of the said State.
39




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1                     (7)   For the purpose of this clause "works installations or
2                           facilities" means any:
3
4                           (a)   harbour or port works installations or facilities
5                                 including, without limitation, stockpiles,
6                                 reclaimers, conveyors and wharves;
7
8                           (b)   railway or rail spur lines;
9
10                          (c)   track structures and systems associated with the
11                                operation and maintenance of a railway
12                                including, without limitation, sidings, train
13                                control and signalling systems, maintenance
14                                workshops and terminal yards;
15
16                          (d)   train loading and unloading works installations
17                                or facilities;
18
19                          (e)   conveyors;
20
21                          (f)   private roads;
22
23                          (g)   mine aerodrome and associated aerodrome
24                                works installations and facilities;
25
26                          (h)   iron ore mining, crushing, screening,
27                                beneficiation or other processing works
28                                installations or facilities;
29
30                          (i)   mine administration buildings including,
31                                without limitation, offices, workshops and
32                                medical facilities;
33
34                          (j)   borrow pits;
35
36                          (k)   accommodation and ancillary facilities
37                                including, without limitation, construction
38                                camps and in townsites constructed pursuant to
39                                and held under any Integration Agreement;
40


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1                        (l)   water, sewerage, electricity, gas and
2                              telecommunications works installations and
3                              facilities    including,   without    limitation,
4                              pipelines, transmission lines and cables; and
5
6                        (m)   any other works installations or facilities
7                              approved of by the Minister for the purpose of
8                              this clause.
9
10           Transfer of rights to shared works installations or facilities
11
12           7D.   (1)   For the purposes of this clause "Relevant
13                       Infrastructure" means any works installations or
14                       facilities (as defined in clause 7C(7)):
15
16                       (a)   constructed or held under another Integration
17                             Agreement;
18
19                       (b)   which the Company is using in its activities
20                             pursuant to this Agreement;
21
22                       (c)   which the Minister is satisfied (after consulting
23                             with the Company and the Integration
24                             Proponent   for     that     other    Integration
25                             Agreement):
26
27                             (i)    are no longer required by that other
28                                    Integration Proponent to carry on its
29                                    activities pursuant to its Integration
30                                    Agreement because of the cessation of
31                                    the Integration Proponent's mining
32                                    operations in respect of which such
33                                    Relevant Infrastructure was constructed
34                                    or held or because of any other reason
35                                    acceptable to the Minister; and
36
37                             (ii)   are required by the Company to continue
38                                    to carry on its activities pursuant to this
39                                    Agreement; and
40


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1                          (d)   in respect of which that other Integration
2                                Proponent has notified the Minister it consents
3                                to the Company submitting proposals as
4                                referred to in subclause (2).
5
6                    (2)   The Company may as an additional proposal pursuant
7                          to clause 5A propose:
8
9                          (a)   that it be granted a lease licence or other title
10                               over the Relevant Infrastructure pursuant to this
11                               Agreement subject to and conditional upon the
12                               other Integration Proponent surrendering
13                               wholly or in part (and upon such terms as the
14                               Minister considers reasonable including any
15                               variation of terms to address environmental
16                               issues) its lease licence or other title over the
17                               Relevant Infrastructure; or
18
19                         (b)   that the other Integration Proponent's lease
20                               licence or other title (not being a mineral lease,
21                               mining lease or other right to mine title granted
22                               under a Government agreement, the Mining Act
23                               1904 or the Mining Act 1978) to the Relevant
24                               Infrastructure be transferred to this Agreement
25                               (to be held by the Company pursuant to this
26                               Agreement) with such surrender of land from it
27                               and variations of its terms as the Minister
28                               considers reasonable for that title to be held
29                               under this Agreement including, without
30                               limitation, to address environmental issues and
31                               outstanding obligations of that other Integration
32                               Proponent under its Integration Agreement in
33                               respect of that Relevant Infrastructure.
34
35                         The provisions of clause 5B shall mutatis mutandis
36                         apply to any such additional proposal. In addition the
37                         Company acknowledges that the Minister may require
38                         variations of the other Integration Agreement and/or
39                         proposals under it or of this Agreement in order to
40                         give effect to the matters contemplated by this clause.

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1
2                  (3) This clause shall cease to apply in the event the State
3                       gives any notice of default to the Company pursuant
4                       to clause 12 and while such notice remains
5                       unsatisfied.
6
7            Miscellaneous Licences for Railways
8
9            7E.   (1)   In this clause subject to the context:
10
11                       "Additional Infrastructure" means:
12
13                       (a)     Train Loading Infrastructure;
14
15                       (b)     Train Unloading Infrastructure;
16
17                       (c)     a conveyor, train unloading and other
18                               infrastructure necessary for the transport of
19                               iron ore, freight goods or other products from
20                               the Railway (directly or indirectly) to port
21                               facilities within a loading port,
22
23                             in each case located outside a Port;
24
25                       "LAA" means the Land Administration Act 1997
26                       (WA);
27
28                       "Lateral Access Roads" has the meaning given in
29                       subclause (3)(a)(iv));
30
31                       "Lateral Access Road Licence" means a
32                       miscellaneous licence granted pursuant to subclause
33                       (6)(a)(ii) or subclause (6)(b) as the case may be and
34                       according to the requirements of the context describes
35                       the area of land from time to time the subject of that
36                       licence;
37
38                       "Port" means any port the subject of the Port
39                       Authorities Act 1999 (WA) or the Shipping and
40                       Pilotage Act 1967 (WA);

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1
2                          "Private Roads" means Lateral Access Roads and the
3                          Company's access roads within a Railway Corridor;
4
5                          "Rail Safety Act" means the Rail Safety Act 1998
6                          (WA);
7
8                          "Railway" means a standard gauge heavy haul railway
9                          or railway spur line, located or to be located as the
10                         case may be in, or proximate to, the Pilbara region of
11                         the said State (but outside the boundaries of a Port)
12                         for the transport of iron ore, freight goods and other
13                         products together with all railway track, associated
14                         track structures including sidings, turning loops, over
15                         or under track structures, supports (including supports
16                         for equipment or items associated with the use of a
17                         railway) tunnels, bridges, train control systems,
18                         signalling systems, switch and other gear,
19                         communication        systems,      electric     traction
20                         infrastructure, buildings (excluding office buildings,
21                         housing and freight centres), workshops and
22                         associated plant, machinery and equipment and
23                         including rolling stock maintenance facilities,
24                         terminal yards, depots, culverts and weigh bridges
25                         which railway is or is to be (as the case may be) the
26                         subject of approved proposals under subclause (4)
27                         and includes any expansion or extension thereof
28                         outside a Port which is the subject of additional
29                         proposals approved in accordance with subclause (5);
30
31                         "Railway Corridor" means, prior to the grant of a
32                         Special Railway Licence, the land for the route of the
33                         Railway the subject of that licence, access roads
34                         (other than Lateral Access Roads), areas from which
35                         stone, sand, clay and gravel may be taken, temporary
36                         accommodation facilities for the railway workforce,
37                         water bores and Additional Infrastructure (if any)
38                         which is the subject of a subsisting agreement
39                         pursuant to subclause (3)(a) and after the grant of the


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1                        Special Railway Licence the land from time to time
2                        the subject of that Special Railway Licence;
3
4                        "Railway Operation" means the construction and
5                        operation under this Agreement of the relevant
6                        Railway and associated access roads and Additional
7                        Infrastructure (if any) within the relevant Railway
8                        Corridor and of the associated Lateral Access Roads,
9                        in accordance with approved proposals;
10
11                       "Railway spur line" means a standard gauge heavy
12                       haul railway spur line located or to be located in, or
13                       proximate to, the Pilbara region of the said State (but
14                       outside a Port) connecting to a Railway for the
15                       transport of iron ore, freight goods and other products
16                       upon the Railway to (directly or indirectly) a loading
17                       port;
18
19                       "Railway Operation Date" means the date of the first
20                       carriage of iron ore, freight goods or other products
21                       over the relevant Railway (other than for construction
22                       or commissioning purposes);
23
24                       "Railway spur line Operation Date" means the date of
25                       the first carriage of iron ore, freight goods or other
26                       products over the relevant Railway spur line (other
27                       than for construction or commissioning purposes);
28
29                       "Special Railway Licence" means the relevant
30                       miscellaneous licence for railway and, if applicable,
31                       other purposes, granted to the Company pursuant to
32                       subclause (6)(a)(i) as varied in accordance with
33                       subclause (6)(h) or subclause (6)(i) and according to
34                       the requirements of the context describes the area of
35                       land from time to time the subject of that licence;
36
37                       "Train Loading Infrastructure" means conveyors,
38                       stockpile areas, blending and screening facilities,
39                       stackers, re-claimers and other infrastructure
40                       reasonably required for the loading of iron ore, freight

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1                          goods or other products onto the relevant Railway for
2                          transport (directly or indirectly) to a loading port; and
3
4                          "Train Unloading Infrastructure" means train
5                          unloading infrastructure reasonably required for the
6                          unloading of iron ore from the Railway to be
7                          processed, or blended with other iron ore, at
8                          processing or blending facilities in the vicinity of that
9                          train unloading infrastructure and with the resulting
10                         iron ore products then loaded on to the Railway for
11                         transport (directly or indirectly) to a loading port.
12
13                   Company to obtain prior Ministerial in-principle
14                   approval
15
16                   (2)   (a)    If the Company wishes, from time to time
17                                during the continuance of this Agreement, to
18                                proceed under this clause with a plan to
19                                develop a Railway it shall give notice thereof
20                                to the Minister and furnish to the Minister with
21                                that notice an outline of its plan.
22
23                         (b)    The Minister shall within one month of a
24                                notice under paragraph (a) advise the Company
25                                whether or not he approves in-principle the
26                                proposed plan. The Minister shall afford the
27                                Company full opportunity to consult with him
28                                in respect of any decision of the Minister under
29                                this paragraph.
30
31                         (c)   The Minister's in-principle approval in respect
32                               of a proposed plan shall lapse if the Company
33                               has not submitted detailed proposals to the
34                               Minister in respect of that plan in accordance
35                               with this clause within 18 months of the
36                               Minister's in-principle approval.
37




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1                     Railway Corridor
2
3               (3)      (a)   If the Minister gives in-principle approval to a
4                              plan of the Company to develop a Railway it
5                              shall consult with the Minister to seek the
6                              agreement of the Minister as to:
7
8                              (i)     where the Railway will begin and end;
9                                      and
10
11                             (ii)    a route for the Railway, access roads to
12                                     be within the Railway Corridor and the
13                                     land required for that route as well as
14                                     Additional Infrastructure (if any)
15                                     including, without limitation, areas from
16                                     which stone, sand, clay and gravel may
17                                     be taken, temporary accommodation
18                                     facilities for the railway workforce and
19                                     water bores; and
20
21                             (iii)   in respect of Additional Infrastructure
22                                     (if any) the nature and capacity of such
23                                     Additional Infrastructure; and
24
25                             (iv)    the routes of, and the land required for,
26                                     roads outside the Railway Corridor (and
27                                     also outside a Port) for access to it to
28                                     construct the Railway (such roads as
29                                     agreed being "Lateral Access Roads").
30
31                             In seeking such agreement, regard shall be had
32                             to achieving a balance between engineering
33                             matters including costs, the nature and use of
34                             any lands concerned and interests therein and
35                             the costs of acquiring the land (all of which
36                             shall be borne by the Company). The parties
37                             acknowledge the intention is for the Company
38                             to construct the Railway, the access roads for
39                             the construction and maintenance of the
40                             Railway which are to be within the Railway

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1                                Corridor and the relevant Additional
2                                Infrastructure (if any) along the centreline of
3                                the Railway Corridor subject to changes in that
4                                alignment to the extent necessary to avoid
5                                heritage, environmental or poor ground
6                                conditions that are not identified during
7                                preliminary investigation work, and recognise
8                                the width of the Railway Corridor may need to
9                                vary along its route to accommodate
10                               Additional Infrastructure (if any), access roads,
11                               areas from which stone, sand, clay and gravel
12                               may be taken, temporary accommodation
13                               facilities for the railway workforce and water
14                               bores. The provisions of clause 25 of the
15                               Principal Agreement (as applying pursuant to
16                               clause 11(2c)) shall not apply to this subclause.
17
18                         (b)   If the date by which the Company must submit
19                               detailed proposals under subclause (4)(a) (as
20                               referred to in subclause (2)(c)) is extended or
21                               varied by the Minister pursuant to clause 24, of
22                               the Principal Agreement (as applying pursuant
23                               to clause 11(1)), any agreement made pursuant
24                               to paragraph (a) before such date is extended
25                               or varied shall unless the Minister notifies the
26                               Company otherwise be deemed to be at an end
27                               and neither party shall have any claim against
28                               the other in respect of it.
29
30                         (c)   The Company acknowledges that it shall be
31                               responsible for liaising with every title holder
32                               in respect of the land affected and for
33                               obtaining in a form and substance acceptable
34                               to the Minister all unconditional and
35                               irrevocable consents of each such title holder
36                               to, and all statutory consents required in
37                               respect of the land affected for:
38
39                               (i)   the grant of the Special Railway Licence
40                                     for the construction, operation and

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1                                      maintenance within the Railway
2                                      Corridor of the Railway, access roads
3                                      and Additional Infrastructure (if any) to
4                                      be within the Railway Corridor; and
5
6                              (ii)    the grant of Lateral Access Road
7                                      Licences for the construction, use and
8                                      maintenance of Lateral Access Roads
9                                      over the routes for the Lateral Access
10                                     Roads agreed pursuant to paragraph (a);
11                                     and
12
13                             (iii)   the inclusion of additional land in the
14                                     Special Railway Licence as referred to
15                                     in subclause (6)(h) or subclause (6)(i),
16
17                             in accordance with this clause. For the
18                             purposes of this subclause (3)(c), "title holder"
19                             means a management body (as defined in the
20                             LAA) in respect of any part of the affected
21                             land, a person who holds a mining, petroleum
22                             or geothermal energy right (as defined in the
23                             LAA) in respect of any part of the affected
24                             land, a person who holds a lease or licence
25                             under the LAA in respect of any part of the
26                             affected land, a person who holds any other
27                             title granted under or pursuant to a
28                             Government agreement in respect of any part
29                             of the affected land, a person who holds a lease
30                             or licence in respect of any part of the affected
31                             land under any other Act applying in the said
32                             State and a person in whom any part of the
33                             affected land is vested, immediately before the
34                             provision of such consents to the Minister as
35                             referred to in subclause (4)(e)(ii) (including as
36                             applying pursuant to subclause 5(d)).
37




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1                    Company to submit proposals for Railway
2
3                    (4)   (a)   The Company shall, subject to the EP Act, the
4                                provisions of this Agreement, agreement at that
5                                time subsisting in respect of the matters
6                                required to be agreed pursuant to subclause
7                                3(a), submit to the Minister by the latest date
8                                applying under subclause (2)(c) to the fullest
9                                extent reasonably practicable its detailed
10                               proposals (including plans where practicable
11                               and specifications where reasonably required
12                               by the Minister and any other details normally
13                               required by a local government in whose area
14                               any works are to be situated) with respect to
15                               the undertaking of the relevant Railway
16                               Operation, which proposals shall include the
17                               location, area, layout, design, materials and
18                               time program for the commencement and
19                               completion of construction or the provision (as
20                               the case may be) of each of the following
21                               matters namely:
22
23                               (i)     the Railway including fencing (if any)
24                                       and crossing places within the Railway
25                                       Corridor;
26
27                               (ii)    Additional Infrastructure (if any) within
28                                       the Railway Corridor;
29
30                               (iii)   temporary accommodation and ancillary
31                                       temporary facilities for the railway
32                                       workforce on, or in the vicinity of, the
33                                       Railway Corridor and housing and other
34                                       appropriate facilities elsewhere for the
35                                       Company's workforce;
36
37                               (iv)    water supply;
38
39                               (v)     energy supplies;
40


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1                              (vi)   access roads within the Railway
2                                     Corridor and Lateral Access Roads both
3                                     along the routes for those roads agreed
4                                     between the Minister and the Company
5                                     pursuant to subclause 3(a);
6
7                              (vii) any other works, services or facilities
8                                    desired by the Company; and
9
10                             (viii) use of local labour, professional
11                                    services,    manufacturers,   suppliers
12                                    contractors and materials and measures
13                                    to be taken with respect to the
14                                    engagement and training of employees
15                                    by the Company, its agents and
16                                    contractors.
17
18                       (b)   Proposals pursuant to paragraph (a) must
19                             specify the matters agreed for the purpose
20                             pursuant to subclause (3)(a) and must not be
21                             contrary to or inconsistent with such agreed
22                             matters.
23
24                       (c)   Each of the proposals pursuant to paragraph (a)
25                             may with the approval of the Minister, or must
26                             if so required by the Minister, be submitted
27                             separately and in any order as to the matter or
28                             matters mentioned in one or more of
29                             subparagraphs (i) to (viii) of paragraph (a) and
30                             until all of its proposals under this subclause
31                             have been approved the Company may
32                             withdraw and may resubmit any proposal but
33                             the withdrawal of any proposal shall not affect
34                             the obligations of the Company to submit a
35                             proposal under this subclause in respect of the
36                             subject matter of the withdrawn proposal.
37
38                       (d)   The Company shall, whenever any of the
39                             following matters referred to in this subclause
40                             are proposed by the Company (whether before

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1                                or during the submission of proposals under
2                                this subclause), submit to the Minister details
3                                of any services (including any elements of the
4                                project     investigations,     design       and
5                                management) and any works, materials, plant,
6                                equipment and supplies that it proposes to
7                                consider obtaining from or having carried out
8                                or permitting to be obtained from or carried out
9                                outside Australia, together with its reasons
10                               therefor and shall, if required by the Minister
11                               consult with the Minister with respect thereto.
12
13                         (e)   At the time when the Company submits the last
14                               of the said proposals pursuant to this
15                               subclause, it shall:
16
17                               (i)    furnish to the Minister's reasonable
18                                      satisfaction     evidence      of     all
19                                      accreditations under the Rail Safety Act
20                                      which are required to be held by the
21                                      Company or any other person for the
22                                      construction of the Railway; and
23
24                               (ii)   furnish to the Minister the written
25                                      consents referred to in subclause
26                                      (3)(c)(i) and (3)(c)(ii).
27
28                         (f)   The provisions of clause 5B shall apply mutatis
29                               mutandis to detailed proposals submitted under
30                               this subclause.
31
32                   Additional Railway Proposals
33
34                   (5)   (a)   If the Company at any time during the currency
35                               of a Special Railway Licence desires to
36                               construct a Railway spur line (connecting to
37                               the Railway the subject of that Special Railway
38                               Licence) or desires to significantly modify,
39                               expand or otherwise vary its activities within
40                               the land the subject of the Special Railway

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1                              Licence that are the subject of this Agreement
2                              and that may be carried on by it pursuant to
3                              this Agreement (other than by the construction
4                              of a Railway spur line) beyond those activities
5                              specified in any approved proposals for that
6                              Railway, it shall give notice of such desire to
7                              the Minister and furnish to the Minister with
8                              that notice an outline of its proposals in respect
9                              thereto (including, without limitation, such
10                             matters mentioned in subclause (4)(a) as are
11                             relevant or as the Minister otherwise requires).
12
13                       (b)   If the notice relates to a Railway spur line, or
14                             to the construction of Train Loading
15                             Infrastructure      or     Train      Unloading
16                             Infrastructure on land outside the then Railway
17                             Corridor, the Minister shall within one month
18                             of receipt of such notice advise the Company
19                             whether or not he approves in-principle the
20                             proposed construction of such spur line, Train
21                             Loading Infrastructure or Train Unloading
22                             Infrastructure.    If the Minister gives in-
23                             principle approval the Company may (but not
24                             otherwise) submit detailed proposals in respect
25                             thereof provided that the provisions of
26                             subclause (3) shall mutatis mutandis apply
27                             prior to submission of detailed proposals in
28                             respect thereof.
29
30                       (c)   Subject to the EP Act, the provisions of this
31                             Agreement and agreement at that time
32                             subsisting in respect of any matters required to
33                             be agreed pursuant to subclause (3)(a) (as
34                             referred to in paragraph (b)), the Company
35                             shall submit to the Minister within a
36                             reasonable timeframe, as determined by the
37                             Minister after receipt of the notice referred to
38                             in paragraph (a) (or in the case of a notice
39                             referred to in paragraph (b) the giving of the
40                             Minister's in-principle consent as referred to in

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1                                 that paragraph), detailed proposals in respect
2                                 of the proposed construction of such Railway
3                                 spur line, Train Loading Infrastructure, Train
4                                 Unloading Infrastructure or other proposed
5                                 modification, expansion or variation of its
6                                 activities including such of the matters
7                                 mentioned in subclause (4)(a) as the Minister
8                                 may require.
9
10                         (d)    The provisions of subclause (4) (with the date
11                                for submission of proposals being read as the
12                                date or time determined by the Minister under
13                                paragraph (c) and the reference in subclause
14                                (4)(e)(ii) to subclause (3)(c)(i) being read as a
15                                reference to subclause (3)(c)(iii)) and of clause
16                                5B shall mutatis mutandis apply to detailed
17                                proposals submitted pursuant to this subclause.
18
19                   Grant of Tenure
20
21                   (6)          (a) On application made by the Company to
22                                the Minister in such manner as the Minister
23                                may determine, not later than 3 months after all
24                                its proposals submitted pursuant to subclause
25                                (4)(a) have been approved or deemed to be
26                                approved and the Company has complied with
27                                the provisions of subclause (4)(e), the State
28                                notwithstanding the Mining Act 1978 shall
29                                cause to be granted to the Company:
30
31                               (i)     a miscellaneous licence to conduct
32                                       within the Railway Corridor and in
33                                       accordance with its approved proposals
34                                       all activities (including the taking of
35                                       stone, sand, clay and gravel, the
36                                       provision of temporary accommodation
37                                       facilities for the railway workforce and,
38                                       subject to the Rights in Water and
39                                       Irrigation Act 1914 (WA), the operation
40                                       of water bores) necessary for the

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1                                    planning,      design,     construction,
2                                    commissioning,       operation      and
3                                    maintenance within the Railway
4                                    Corridor of the Railway, access roads
5                                    and Additional Infrastructure (if any)
6                                    ("the Special Railway Licence") such
7                                    licence to be granted under and subject
8                                    to, except as otherwise provided in this
9                                    Agreement, the Mining Act 1978 in the
10                                   form of the Third Schedule hereto and
11                                   subject to such terms and conditions as
12                                   the Minister for Mines may from time to
13                                   time consider reasonable and at a rental
14                                   calculated in accordance with the
15                                   Mining Act 1978:
16
17                                   (A)   prior to the Railway Operation
18                                         Date, as if the width of the
19                                         Railway Corridor were 100
20                                         metres; and
21
22                                   (B)   on and from the Railway
23                                         Operation Date, at the rentals
24                                         from time to time prescribed
25                                         under the Mining Act 1978; and
26
27                            (ii)   a miscellaneous licence or licences to
28                                   allow the construction, use and
29                                   maintenance of Lateral Access Roads
30                                   within the routes agreed for those
31                                   Lateral Access Roads under subclause
32                                   (3)(a) (each a "Lateral Access Road
33                                   Licence"), each such licence to be
34                                   granted under and subject to, except as
35                                   otherwise provided in this Agreement,
36                                   the Mining Act 1978 in the form of the
37                                   Fourth Schedule hereto and subject to
38                                   such terms and conditions as the
39                                   Minister for Mines may from time to
40                                   time consider reasonable and at the

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1                                      rentals from time to time prescribed
2                                      under the Mining Act 1978.
3
4                          (b)   On application made by the Company to the
5                                Minister in such manner as the Minister may
6                                determine, not later than 3 months after its
7                                proposals submitted pursuant to subclause
8                                (5)(a) for the construction of Lateral Access
9                                Roads for access to the Railway Corridor to
10                               construct a Railway spur line have been
11                               approved or deemed to be approved and the
12                               Company has complied with the provisions of
13                               subclause (4)(e) (as applying pursuant to
14                               subclause (5)(d)), the State notwithstanding the
15                               Mining Act 1978 shall cause to be granted to
16                               the Company a miscellaneous licence or
17                               licences to allow the construction, use and
18                               maintenance of Lateral Access Roads within
19                               the routes agreed for those Lateral Access
20                               Roads under subclause (3)(a)) (as applying
21                               pursuant to subclause (5)(b)) (each a "Lateral
22                               Access Road Licence"), each such licence to
23                               be granted under and subject to, except as
24                               otherwise provided in this Agreement, the
25                               Mining Act 1978 in the form of the Fifth
26                               Schedule hereto and subject to such terms and
27                               conditions as the Minister for Mines may from
28                               time to time consider reasonable and at the
29                               rentals from time to time prescribed under the
30                               Mining Act 1978.
31
32                         (c)   Notwithstanding the Mining Act 1978, the
33                               term of the Special Railway Licence shall,
34                               subject to the sooner determination thereof on
35                               the cessation or sooner determination of this
36                               Agreement, be for a period of 50 years
37                               commencing on the date of grant thereof.
38
39                         (d)   Notwithstanding the Mining Act 1978, the
40                               term of any Lateral Access Road Licence shall,

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1                              subject to the sooner determination thereof on
2                              the cessation or sooner determination of this
3                              Agreement, be for a period of 4 years
4                              commencing on the date of grant thereof.
5
6                        (e)   Notwithstanding the Mining Act 1978, and
7                              except as required to do so by the terms of the
8                              Special Railway Licence, the Company shall
9                              not be entitled to surrender the Special
10                             Railway Licence or any Lateral Access Road
11                             Licence or any part or parts of them without
12                             the prior consent of the Minister.
13
14                       (f)   (i)    The Company may in accordance with
15                                    approved proposals take stone, sand,
16                                    clay and gravel from the Railway
17                                    Corridor for the construction, operation
18                                    and maintenance of the Railway
19                                    constructed within or approved for
20                                    construction within the Railway
21                                    Corridor.
22
23                             (ii)   Notwithstanding the Mining Act 1978
24                                    no royalty shall be payable under the
25                                    Mining Act in respect of stone, sand,
26                                    clay and gravel which the Company is
27                                    permitted by subparagraph (i) to obtain
28                                    from the land the subject of the Special
29                                    Railway Licence.
30
31                       (g)   For the purposes of this Agreement and
32                             without limiting the operation of paragraphs
33                             (a) to (f) inclusive above, the application of the
34                             Mining Act 1978 and the regulations made
35                             thereunder are specifically modified;
36
37                             (i)    in section 91(1) by:
38
39                                    (A)    deleting "the mining registrar or
40                                           the warden, in accordance with

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1                                              section 42 (as read with section
2                                              92)" and substituting "the
3                                              Minister";
4
5                                        (B)   deleting "any person" and
6                                              substituting "the Company (as
7                                              defined in the agreement
8                                              approved by and scheduled to the
9                                              Iron Ore (Hamersley Range)
10                                             Agreement Act Amendment Act
11                                             1968, as from time to time added
12                                             to, varied or amended)";
13
14                                       (C)   deleting "for any one or more of
15                                             the purposes prescribed" and
16                                             substituting "for the purpose
17                                             specified in clause 7E(6)(a)(i),
18                                             clause 7E(6)(a)(ii) or clause
19                                             7E(6)(b), of the agreement
20                                             approved by and scheduled to the
21                                             Iron Ore (Hamersley Range)
22                                             Agreement Act Amendment Act
23                                             1968, as from time to time added
24                                             to, varied or amended";
25
26                               (ii)    in section 91(3)(a), by deleting
27                                       "prescribed form" and substituting
28                                       "form required by the agreement
29                                       approved by and scheduled to the Iron
30                                       Ore (Hamersley Range) Agreement Act
31                                       Amendment Act 1968, as from time to
32                                       time added to, varied or amended";
33
34                               (iii)   by deleting sections 91(6), 91(9), 91(10)
35                                       and 91B;
36
37                               (iv)    in section 92, by deleting "Sections 41,
38                                       42, 44, 46, 46A, 47 and 52 apply," and
39                                       inserting "Section 46A (excluding in
40                                       subsection (2)(a) "the mining registrar,

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1                                     the warden or") applies," and by
2                                     deleting "in those provisions" and
3                                     inserting "in that provision";
4
5                              (v)    by deleting the full stop at the end of the
6                                     section 94(1) and inserting, "except to
7                                     the extent otherwise provided in, or to
8                                     the extent that such terms and
9                                     conditions are inconsistent with, the
10                                    agreement approved by and scheduled
11                                    to the Iron Ore (Hamersley Range)
12                                    Agreement Act Amendment Act 1968, as
13                                    from time to time added to, varied or
14                                    amended";
15
16                             (vi)   by deleting sections 94(2), (3) and (4);
17
18                             (vii) in section 96(1), by inserting after
19                                   "miscellaneous licence" the words "(not
20                                   being a miscellaneous licence granted
21                                   pursuant to the agreement approved by
22                                   and scheduled to the Iron Ore
23                                   (Hamersley Range) Agreement Act
24                                   Amendment Act 1968, as from time to
25                                   time added to, varied or amended";
26
27                             (viii) by deleting mining regulations 37(2),
28                                    37(3), 42 and 42A; and
29
30                             (ix)   by inserting at the beginning of mining
31                                    regulations 41(c) and (f) the words
32                                    "subject to the agreement approved by
33                                    and scheduled to the Iron Ore
34                                    (Hamersley Range) Agreement Act
35                                    Amendment Act 1968, as from time to
36                                    time added to, varied or amended".
37
38                       (h)   If additional proposals are approved in
39                             accordance with subclause (5) for the
40                             construction of a Railway spur line outside the

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1                                then Railway Corridor, the Minister for Mines
2                                shall include the area of land within which
3                                such construction is to occur in the Special
4                                Railway Licence by endorsement. The area of
5                                such land may be included notwithstanding
6                                that the survey of the land has not been
7                                completed but subject to correction to accord
8                                with the survey when completed at the
9                                Company's expense.
10
11                         (i)   If additional proposals are approved in
12                               accordance with subclause (5) for the
13                               construction of Train Loading Infrastructure or
14                               Train Unloading Infrastructure outside the then
15                               Railway Corridor, the Minister for Mines shall
16                               include the area of such land within which
17                               such infrastructure is approved for construction
18                               in the Special Railway Licence by
19                               endorsement. The area of such land may be
20                               included notwithstanding that the survey of the
21                               land has not been completed but subject to
22                               correction to accord with the survey when
23                               completed at the Company's expense.
24
25                         (j)   The provisions of this subclause shall not
26                               operate so as to require the State to cause a
27                               Special Railway Licence or a Lateral Access
28                               Road Licence to be granted or any land
29                               included in the Special Railway Licence as
30                               mentioned above until all processes necessary
31                               under any laws relating to native title to enable
32                               that grant or inclusion of land to proceed, have
33                               been completed.
34
35                   Construction and operation of Railway
36
37                   (7)   (a)   Subject to and in accordance with approved
38                               proposals, the Rail Safety Act and the grant of
39                               the relevant Special Railway Licence and any
40                               associated Lateral Access Road Licences the

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1                              Company shall in a proper and workmanlike
2                              manner and in accordance with recognised
3                              standards for railways of a similar nature
4                              operating under similar conditions construct
5                              the Railway and associated Additional
6                              Infrastructure and access roads within the
7                              Railway Corridor and shall also construct inter
8                              alia any necessary sidings, crossing points,
9                              bridges, signalling switches and other works
10                             and appurtenances and provide for crossings
11                             and (where appropriate and required by the
12                             Minister) grade separation or other protective
13                             devices including flashing lights and boom
14                             gates at places where the Railway crosses or
15                             intersects with major roads or existing
16                             railways.
17
18                       (b)   The Company shall while the holder of a
19                             Special Railway Licence:
20
21                             (i)     keep the Railway the subject of that
22                                     licence in an operable state; and
23
24                             (ii)    ensure that the Railway the subject of
25                                     that licence is operated in a safe and
26                                     proper manner in compliance with all
27                                     applicable laws from time to time; and
28
29                             (iii)   without limiting subparagraph (ii)
30                                     ensure that the obligations imposed
31                                     under the Rail Safety Act on an owner
32                                     and an operator (as those terms are
33                                     therein defined) are complied with in
34                                     connection with the Railway the subject
35                                     of that licence.
36
37                             Nothing in this Agreement shall be construed
38                             to exempt the Company or any other person
39                             from compliance with the Rail Safety Act or
40                             limit its application to the Company's

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1                                operations generally (except as otherwise may
2                                be provided in that Act or regulations made
3                                under it).
4
5                          (c)   The Company shall provide crossings for
6                                livestock and also for any roads, other
7                                railways, conveyors, pipelines and other
8                                utilities which exist at the date of grant of the
9                                relevant Special Railway Licence or in respect
10                               of land subsequently included in it at the date
11                               of such inclusion and the Company shall on
12                               reasonable terms and conditions allow such
13                               crossings for roads, railways, conveyors,
14                               pipelines and other utilities which may be
15                               constructed for future needs and which may be
16                               required to cross a Railway constructed
17                               pursuant to this clause.
18
19                         (d)   Subject to clause 7D, the Company shall at all
20                               times be the holder of Special Railway
21                               Licences and Lateral Access Road Licences
22                               granted pursuant to this clause and (without
23                               limiting clause 11(j) of the Principal
24                               Agreement (as applying pursuant to clause 8)
25                               but subject to clause 7D) shall at all times own
26                               manage and control the use of each Railway
27                               the subject of a Special Railway Licence held
28                               by the Company.
29
30                         (e)   The Company shall not be entitled to exclusive
31                               possession of the land the subject of a Special
32                               Railway Licence or Lateral Access Road
33                               Licence granted pursuant to this clause to the
34                               intent that the State, the Minister, the Minister
35                               for Mines and any persons authorised by any
36                               of them from time to time shall be entitled to
37                               enter upon the land or any part of it at all
38                               reasonable times and on reasonable notice with
39                               all necessary vehicles, plant and equipment and
40                               for purposes related to this Agreement or such

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                                                                           s. 6



1                              other purposes as they think fit but in doing so
2                              shall be subject to the reasonable directions of
3                              the Company so as not to unreasonably
4                              interfere with the Company's operations.
5
6                        (f)   The Company's ownership of a Railway
7                              constructed pursuant to this clause shall not
8                              give it an interest in the land underlying it.
9
10                       (g)   The Company shall not at any time without the
11                             prior consent of the Minister dismantle, sell or
12                             otherwise dispose of any part or parts of any
13                             Railway constructed pursuant to this clause, or
14                             permit this to occur, other than for the purpose
15                             of maintenance, repair, upgrade or renewal.
16
17                       (h)   The Company shall, subject to and in
18                             accordance with approved proposals, in a
19                             proper and workmanlike manner, construct any
20                             Additional Infrastructure, access roads, Lateral
21                             Access Roads and other works approved for
22                             construction under this clause.
23
24                       (i)   The Company shall while the holder of a
25                             Special Railway Licence at all times keep and
26                             maintain in good repair and working order and
27                             condition (which obligation includes, where
28                             necessary, replacing or renewing all parts
29                             which are worn out or in need of replacement
30                             or renewal due to their age or condition) the
31                             Railway, access roads and Additional
32                             Infrastructure (if any) the subject of that
33                             licence and all such other works installations
34                             plant machinery and equipment for the time
35                             being the subject of this Agreement and used
36                             in connection with the operation use and
37                             maintenance of that Railway, access roads and
38                             Additional Infrastructure (if any).
39




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1                          (j)   Subject to clause 7D, the Company shall:
2
3                                (i)     be responsible for the cost of
4                                        construction and maintenance of all
5                                        Private Roads constructed pursuant to
6                                        this clause; and
7
8                                (ii)    at its own cost erect signposts and take
9                                        other steps that may be reasonable in the
10                                       circumstances to prevent any persons
11                                       and vehicles (other than those engaged
12                                       upon the Company's activities and its
13                                       invitees and licensees) from using the
14                                       Private Roads; and
15
16                               (iii)   at any place where any Private Roads
17                                        are constructed by the Company so as
18                                        to cross any railways or public roads
19                                        provide at its cost such reasonable
20                                        protection and signposting as may be
21                                        required by the Commissioner of Main
22                                        Roads or the Public Transport
23                                        Authority as the case may be.
24
25                         (k)   The provisions of clauses 10(2a) and (3) of the
26                               Principal Agreement (as applying pursuant to
27                               clause 7(4) regarding third party access as well
28                               as the proviso to clause 10(2)(a) shall apply
29                               mutatis mutandis to any Railway or Railway
30                               spur line constructed pursuant to this clause
31                               except that the Company shall not be obliged
32                               to transport passengers upon any such Railway
33                               or Railway spur line.
34




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1                  Aboriginal Heritage Act 1972 (WA)
2
3                  (8)   For the purposes of this clause the Aboriginal
4                        Heritage Act 1972 (WA) applies as if it were
5                        modified by:
6
7                        (a)   the insertion before the full stop at the end of
8                              section 18(1) of the words:
9
10                             "and the expression "the Company" means the
11                             persons from time to time comprising "the
12                             Company" in their capacity as such under the
13                             agreement approved by and scheduled to the
14                             Iron Ore (Hamersley Range) Agreement Act
15                             Amendment Act 1968, as from time to time
16                             added to, varied or amended in relation to the
17                             use or proposed use of land pursuant to clause
18                             7E of that agreement after and in accordance
19                             with approved proposals under clause 7E of
20                             that agreement and in relation to the use of that
21                             land before any such approval of proposals
22                             where the Company has the requisite authority
23                             to enter upon and so use the land";
24
25                       (b)   the insertion in sections 18(2), 18(4), 18(5) and
26                             18(7) of the words "or the Company as the
27                             case may be" after the words "owner of any
28                             land";
29
30                       (c)   the insertion in section 18(3) of the words "or
31                             the Company as the case may be" after the
32                             words "the owner";
33
34                       (d)   the insertion of the following sentences at the
35                             end of section 18(3):
36
37                             "In relation to a notice from the Company the
38                             conditions that the Minister may specify can as
39                             appropriate include, among other conditions, a
40                             condition restricting the Company's use of the

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1                                 relevant land to after the approval or deemed
2                                 approval as the case may be under the
3                                 abovementioned agreement of all of the
4                                 Company's      submitted    initial proposals
5                                 thereunder for the Railway Operation (as
6                                 defined in clause 7E(1) of the abovementioned
7                                 agreement), or in the case of additional
8                                 proposals submitted or to be submitted by the
9                                 Company to after the approval or deemed
10                                approval under that agreement of such
11                                additional proposals, and to the extent so
12                                approved. "; and
13
14                         (e)    the insertion in sections 18(2) and 18(5) of the
15                                words "or it as the case may be" after the word
16                                "he".
17
18                         The Company acknowledges that nothing in this
19                         subclause (8) nor the granting of any consents under
20                         section 18 of the Aboriginal Heritage Act 1972 (WA)
21                         will constitute or is to be construed as constituting the
22                         approval of any proposals submitted or to be
23                         submitted by the Company under this Agreement or
24                         as the grant or promise of land tenure for the purposes
25                         of this Agreement.
26
27                   Taking of land for the purposes of this clause
28
29                   (9)   (a)    The State is hereby empowered, as and for a
30                                public work under Parts 9 and 10 of the LAA,
31                                to take for the purposes of this clause any land
32                                (other than any part of a Port) which in the
33                                opinion of the Company is necessary for the
34                                relevant Railway Operation and which the
35                                Minister determines is appropriate to be taken
36                                for the relevant Railway Operation (except any
37                                land the taking of which would be contrary to
38                                the provisions of a Government agreement
39                                entered into before the submission of the
40                                proposals relating to the proposed taking) and

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1                               notwithstanding any other provisions of that
2                               Act may license that land to the Company.
3
4                         (b)   In applying Parts 9 and 10 of the LAA for the
5                               purposes of this clause:
6
7                               (i)     "land" in that Act includes a legal or
8                                       equitable estate or interest in land;
9
10                              (ii)    sections 170, 171, 172, 173, 174, 175
11                                      and 184 of that Act do not apply; and
12
13                              (iii)   that Act applies as if it were modified in
14                                      section 177(2) by inserting -
15                                      (A)   after "railway" the following -

16                                            "or land is being taken pursuant
17                                            to a Government agreement as
18                                            defined in section 2 of the
19                                            Government Agreements Act
20                                            1979 (WA)"; and

21                                      (B)   after "that Act" the following -

22                                            "or that Agreement as the case
23                                            may be".
24                        (c)   The Company shall pay to the State on demand
25                              the costs of or incidental to any land taken at
26                              the request of and on behalf of the Company
27                              including but not limited to any compensation
28                              payable to any holder of native title or of
29                              native title rights and interests in the land.
30
31                 Notification of Railway Operation Date
32
33                 (10)   (a)   The Company shall from the date occurring 6
34                              months before the date for completion of
35                              construction of a Railway specified in its time
36                              program for the commencement and
37                              completion of construction of that Railway

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1                                 submitted under subclause (4)(a), keep the
2                                 Minister fully informed as to:
3
4                                 (i)    the progress of that construction and its
5                                        likely completion and commissioning;
6                                        and
7
8                                 (ii)   the likely Railway Operation Date.
9
10                         (b)    The Company shall on the Railway Operation
11                                Date notify the Minister that the first carriage
12                                of iron ore, freight goods or other products as
13                                the case may be over the Railway (other than
14                                for construction or commissioning purposes)
15                                has occurred.
16
17                         (c)    The Company shall from the date occurring 6
18                                months before the date for completion of
19                                construction of a Railway spur line specified in
20                                its time program for the commencement and
21                                completion of construction of that spur line
22                                submitted under subclause (5)(c) keep the
23                                Minister fully informed as to:
24
25                         (i)    the progress of that construction and its likely
26                                completion and commissioning; and
27
28                         (ii)   in respect of it, the likely Railway spur line
29                                Operation Date.
30
31                         (d)    The Company shall on the Railway spur line
32                                Operation Date in respect of any Railway spur
33                                line notify the Minister that the first carriage of
34                                iron ore, freight goods or other products as the
35                                case may be over such spur line (other than for
36                                construction or commissioning purposes) has
37                                occurred.";
38




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1      (9)     by inserting at the end of clause 11(1) the following new
2              sentence:
3
4              "In addition clause 19 of the Principal Agreement shall apply to
5               and be deemed incorporated in this Agreement as if the reference
6               in the last sentence of that clause to "10L" was to "7C";
7
8       (10)   In clause 12:
9
10             (a)    by inserting "granted under or pursuant to this Agreement
11                    or held pursuant to this Agreement" after "any lease
12                    sublease licence or other title";
13
14             (b)    by inserting "or held pursuant hereto" before "shall
15                    thereupon determine";
16
17             (c)    in paragraph (a) by deleting "occupied by the Company"
18                    and substituting "the subject of any lease licence easement
19                    or other title granted under or pursuant to this Agreement
20                    or held pursuant to this Agreement;
21
22             (d)    in paragraph (c) by:
23
24                    (i)   inserting "granted under or pursuant to this
25                          Agreement or held pursuant to this Agreement" after
26                          "any lease sublease licence or other title"; and
27
28                    (ii) inserting "or held pursuant thereto" after "granted
29                         thereunder or pursuant thereto";
30
31      (11)   by deleting clause 16; and
32
33      (12)   by inserting after the Second Schedule the following schedules:
34
35




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     s. 6



1                                    "THIRD SCHEDULE
2
3                                  WESTERN AUSTRALIA
4
5                   IRON ORE (HAMERSLEY RANGE) AGREEMENT
6                          ACT AMENDMENT ACT 1968
7
8                                     MINING ACT 1978
9
10                   MISCELLANEOUS LICENCE FOR A RAILWAY
11                           AND OTHER PURPOSES
12
13
14          No. MISCELLANEOUS LICENCE [ ]
15
16          WHEREAS by the Agreement (hereinafter called "the Agreement")
17          approved by and scheduled to the Iron Ore (Hamersley Range)
18          Agreement Act Amendment Act 1968, as from time to time added to,
19          varied or amended, the State agreed to grant to [     ] (hereinafter with
20          its successors and permitted assigns called "the Company") a
21          miscellaneous licence for the construction operation and maintenance of
22          a Railway (as defined in clause 7E(1) of the Agreement and otherwise as
23          provided in the Agreement) and, if applicable, other purposes AND
24          WHEREAS the Company pursuant to clause 7E(6)(a) of the Agreement
25          has made application for the said licence;
26
27          NOW in consideration of the rents reserved by and the provisions of the
28          Agreement and in pursuance of the Iron Ore (Hamersley Range)
29          Agreement Act Amendment Act 1968, as from time to time added to,
30          varied or amended, the Company is hereby granted by this licence
31          authority to conduct on the land the subject of this licence as more
32          particularly delineated and described from time to time in the Schedule
33          hereto all activities (including the taking of stone, sand, clay and gravel,
34          the provision of temporary accommodation facilities for the railway
35          workforce in accordance with the Agreement and, subject to the Rights
36          in Water and Irrigation Act 1914 (WA), the operation of water bores)
37          necessary for the planning, design, construction, commissioning,
38          operation and maintenance on the land the subject of this licence of the
39          Railway and Additional Infrastructure (as defined in clause 7E(1) of the
40          Agreement) and access roads to be located on the land the subject of this

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                                                                               s. 6



1       licence in accordance with the provisions of the Agreement and
2       proposals approved under the Agreement, for the term of 50 years from
3       the date hereof (subject to the sooner determination of the term upon the
4       determination of the Agreement) and upon and subject to the terms
5       covenants and conditions set out in the Agreement and the Mining Act
6       1978 as it applies to this licence, and any amendments to the Agreement
7       and the Mining Act 1978 from time to time and to the terms and
8       conditions (if any) now or hereafter endorsed hereon and the payment of
9       rentals in respect of this licence in accordance with clause 7E(6)(a)(i) of
10      the Agreement PROVIDED ALWAYS that this licence shall not be
11      determined or forfeited otherwise than in accordance with the
12      Agreement.
13
14      In this licence:
15
16      -    If the Company be more than one the liability of the Company
17           hereunder shall be joint and several.
18
19      -    Reference to an Act includes all amendments to that Act for the
20           time being in force and also any Act passed in substitution
21           therefore or in lieu thereof and to the regulations and by-laws of the
22           time being in force thereunder.
23
24      -    Reference to "the Agreement" means such agreement as from time
25           to time added to, varied or amended.
26
27      -    The terms "approved proposals", "Railway", "Railway Operation
28           Date", and "Railway spur line" have the meanings given in the
29           Agreement.
30


31      ENDORSEMENTS AND CONDITIONS
32
33      Endorsements
34
35      1.     This licence is granted in accordance with proposals submitted on
36             [ ], and approved by the Minister (as defined in the Agreement)
37             on [ ], under the Agreement.
38



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     s. 6



1           2.   The Company is permitted to, in accordance with approved
2                proposals, take stone, sand, clay and gravel from the land the
3                subject of this licence for the construction, operation and
4                maintenance of the Railway (including any Railway spur line)
5                constructed within or approved for construction within the area of
6                land the subject of this licence.
7
8           3.   Notwithstanding the Mining Act 1978, no royalty shall be payable
9                under the Mining Act 1978 in respect of stone, sand, clay and
10               gravel which the Company is permitted by the Agreement to
11               obtain from the land the subject of this licence.
12
13          4.   [Any further endorsement which the Minister for Mines may,
14               consistent with the provisions of the Agreement, determines and
15               thereafter impose in respect of this licence including during the
16               term of the Agreement.]
17
18               Conditions
19
20               1.   (a)     Except as provided in paragraph (b), the Company
21                            shall within 2 years after the Railway Operation Date
22                            surrender in accordance with the provisions of the
23                            Mining Act 1978 the area of this licence down to a
24                            maximum of 100 metres width or as otherwise
25                            approved by the Minister (as defined in the
26                            Agreement) for the safe operation of the Railway then
27                            constructed or approved for construction under
28                            approved proposals.
29
30                    (b)     Paragraph (a) shall not apply to land the subject of
31                            this licence that was included in this licence pursuant
32                            to clause 7E(6)(h) or clause 7E(6)(i) of the
33                            Agreement.
34
35               2.   The Company shall as soon as possible after the construction
36                    of a Railway spur line or of an expansion or extension
37                    thereof as the case may be surrender in accordance with the
38                    Mining Act 1978 the land the subject of this licence that was
39                    included in this licence pursuant to clause 7E(6)(h) of the
40                    Agreement for the purpose of such construction down to a

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                                                                               s. 6



1                     maximum of 100 metres in width or as otherwise approved
2                     by the Minister (as defined in the Agreement) for the safe
3                     operation of that Railway spur line or expansion or
4                     extension thereof as the case may be then constructed or
5                     approved for construction under approved proposals.
6
7              3.     [Any further conditions which the Minister for Mines may,
8                     consistent with the provisions of the Agreement, determines
9                     and thereafter impose in respect of this licence including
10                    during the term of the Agreement.]
11
12                                         SCHEDULE
13
14                                        Land description
15
16                  Locality:
17                  Mineral Field
18                  Area:
19
20                  DATED at Perth this              day of                .
21
22                  MINISTER FOR MINES
23
24
25                                  FOURTH SCHEDULE
26
27                              WESTERN AUSTRALIA
28
29            IRON ORE (HAMERSLEY RANGE) AGREEMENT ACT
30                        AMENDMENT ACT 1968
31
32                                   MINING ACT 1978
33
34      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
35
36
37      No.           MISCELLANEOUS LICENCE [ ]
38
39      WHEREAS by the Agreement (hereinafter called "the Agreement")
40      approved by and scheduled to the Iron Ore (Hamersley Range)

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     s. 6



1           Agreement Act Amendment Act 1968, as from time to time added to,
2           varied or amended, the State agreed to grant to [    ] (hereinafter with
3           its successors and permitted assigns called "the Company") a
4           miscellaneous licence for the construction use and maintenance of a
5           Lateral Access Road (as defined in the Agreement) AND WHEREAS
6           the Company pursuant to clause 7E(6)(a)(ii) of the Agreement has made
7           application for the said licence;
8
9           NOW in consideration of the rents reserved by and the provisions of the
10          Agreement and in pursuance of the Iron Ore (Hamersley Range)
11          Agreement Act Amendment Act 1968, as from time to time added to,
12          varied or amended, the Company is hereby authorised to construct use
13          and maintain a road on the land more particularly delineated and
14          described from time to time in the Schedule hereto in accordance with
15          the provisions of the Agreement and proposals approved under the
16          Agreement for a term of 4 years commencing on the date hereof (subject
17          to the sooner determination of the term upon the cessation or
18          determination of the Agreement) and for the purposes and upon and
19          subject to the terms covenants and conditions set out in the Agreement
20          and the Mining Act 1978 as it applies to this licence, and any
21          amendments to the Agreement and the Mining Act 1978 from time to
22          time and to the terms and conditions (if any) now or hereafter endorsed
23          hereon and the payment of rentals in respect of this licence in
24          accordance with clause 7E(6)(a)(ii) of the Agreement PROVIDED
25          ALWAYS that this licence shall not be determined or forfeited
26          otherwise than in accordance with the Agreement.
27
28          In this licence:
29
30          -      If the Company be more than one the liability of the Company
31                 hereunder shall be joint and several.
32
33          -      Reference to an Act includes all amendments to that Act for the
34                 time being in force and also any Act passed in substitution
35                 therefore or in lieu thereof and to the regulations and by-laws of
36                 the time being in force thereunder.
37
38          -    Reference to "the Agreement" means such agreement as from time
39               to time added to, varied or amended.
40


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     Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                            s. 6



1       ENDORSEMENTS AND CONDITIONS
2
3       Endorsements
4
5       1.    This licence is granted in accordance with proposals submitted on
6             [ ], and approved by the Minister (as defined in the Agreement)
7             on [ ], under the Agreement.
8
9       2.    [Any further endorsement which the Minister for Mines may,
10            consistent with the provisions of the Agreement, determines and
11            thereafter impose in respect of this licence including during the
12            term of the Agreement.]
13
14      Conditions
15
16      [Such conditions which the Minister for Mines may, consistent with the
17      provisions of the Agreement, determines and thereafter impose in respect
18      of the licence, including during the term of the Agreement.]
19
20                                        SCHEDULE
21
22                                     Description of land
23
24      Locality:
25      Mineral Field:
26      Area:
27
28      DATED at Perth this                day of                       .
29
30      MINISTER FOR MINES
31




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     Part 2         Iron Ore (Hamersley Range) Agreement Act 1963 amended

     s. 6



1                                   FIFTH SCHEDULE
2
3                                 WESTERN AUSTRALIA
4
5                  IRON ORE (HAMERSLEY RANGE) AGREEMENT
6                         ACT AMENDMENT ACT 1968
7
8                                    MINING ACT 1978
9
10          MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
11
12
13          No.         MISCELLANEOUS LICENCE [ ]
14
15          WHEREAS by the Agreement (hereinafter called "the Agreement")
16          approved by and scheduled to the Iron Ore (Hamersley Range)
17          Agreement Act Amendment Act 1968, as from time to time added to,
18          varied or amended, the State agreed to grant to [  ] (hereinafter with
19          its successors and permitted assigns called "the Company") a
20          miscellaneous licence for the construction use and maintenance of a
21          Lateral Access Road (as defined in the Agreement) AND WHEREAS
22          the Company pursuant to clause 7E(6)(b) of the Agreement has made
23          application for the said licence;
24
25          NOW in consideration of the rents reserved by and the provisions of the
26          Agreement and in pursuance of the Iron Ore (Hamersley Range)
27          Agreement Act Amendment Act 1968, as from time to time added to,
28          varied or amended, the Company is hereby authorised to construct use
29          and maintain a road on the land more particularly delineated and
30          described from time to time in the Schedule hereto in accordance with
31          the provisions of the Agreement and proposals approved under the
32          Agreement for a term of 4 years commencing on the date hereof (subject
33          to the sooner determination of the term upon the cessation or
34          determination of the Agreement) and for the purposes and upon and
35          subject to the terms covenants and conditions set out in the Agreement
36          and the Mining Act 1978 as it applies to this licence, and any
37          amendments to the Agreement and the Mining Act 1978 from time to
38          time and to the terms and conditions (if any) now or hereafter endorsed
39          hereon and the payment of rentals in respect of this licence in
40          accordance with clause 7E(6)(b) of the Agreement PROVIDED

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                                                                               s. 6



1       ALWAYS that this licence shall not be determined or forfeited
2       otherwise than in accordance with the Agreement.
3
4       In this licence:
5
6       -    If the Company be more than one the liability of the Company
7            hereunder shall be joint and several.
8
9       -    Reference to an Act includes all amendments to that Act for the
10           time being in force and also any Act passed in substitution
11           therefore or in lieu thereof and to the regulations and by-laws of the
12           time being in force thereunder.
13
14      -    Reference to "the Agreement" means such agreement as from time
15           to time added to,       varied or amended.
16


17      ENDORSEMENTS AND CONDITIONS
18
19      Endorsements
20
21      1.   This licence is granted in accordance with proposals submitted on [
22           ], and approved by the Minister (as defined in the Agreement) on [
23           ], under the Agreement.
24
25      2.   [Any further endorsement which the Minister for Mines may,
26           consistent with the provisions of the Agreement, determines and
27           thereafter impose in respect of this licence including during the
28           term of the Agreement.]
29
30      Conditions
31
32      [Such conditions which the Minister for Mines may, consistent with the
33      provisions of the Agreement, determines and thereafter impose in respect
34      of the licence, including during the term of the Agreement.]
35




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     s. 6



1
2                                        SCHEDULE
3
4                                      Description of land
5
6           Locality:
7           Mineral Field:
8           Area:
9
10          DATED at Perth this            day of                    .
11
12          MINISTER FOR MINES"
13
14
15
16
17
18
19
20
21




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                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
        Iron Ore (Hamersley Range) Agreement Act 1963 amended           Part 2

                                                                          s. 6



1    EXECUTED as a deed.

2    SIGNED by THE HONOURABLE                   )
3    COLIN JAMES BARNETT                        )     [Signature]
4    in the presence of:                        )
5
             [Signature]
          STEPHEN WOOD
6
7
8
     THE COMMON SEAL of                        )
     HAMERSLEY IRON PTY. LIMITED               )
     ACN 004 558 276 was hereunto affixed      )      [C.S.]
     by authority of the Directors in the      )
     presence of:                              )

9
     [Signature]                            ALAN DAVIES
     Director
10
     [Signature]                            HELEN FERNIHOUGH
     Secretary
11




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     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 7



 1              Part 3 -- Iron Ore (Robe River) Agreement
 2                         Act 1964 amended
 3   7.         Act amended
 4              This Part amends the Iron Ore (Robe River) Agreement
 5              Act 1964.
 6   8.         Section 2 amended
 7              In section 2 insert in alphabetical order:
 8
 9                    the sixth variation agreement means the agreement a
10                    copy of which is set forth in the Seventh Schedule to
11                    this Act;
12

13   9.         Sections 4B and 4C inserted
14              After section 4A insert:
15

16          4B.       Sixth variation agreement
17              (1)   The sixth variation agreement is ratified.
18              (2)   The implementation of the sixth variation agreement is
19                    authorised.
20              (3)   Without limiting or otherwise affecting the application
21                    of the Government Agreements Act 1979, the sixth
22                    variation agreement is to operate and take effect
23                    despite any other Act or law.
24          4C.       State empowered under clause 9D(9)(a)
25                    The State has power in accordance with
26                    clause 9D(9)(a) of the Agreement.
27

28   10.        Seventh Schedule inserted
29              After the Sixth Schedule insert:
30




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     Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                               s. 10



 1   Seventh Schedule -- Sixth variation agreement
 2                                                             [s. 2]
 3                            2010
 4
 5      THE HONOURABLE COLIN JAMES BARNETT
 6   PREMIER OF THE STATE OF WESTERN AUSTRALIA
 7
 8                            AND
 9
10                 ROBE RIVER LIMITED
11                   ACN 008 478 493
12
13        ROBE RIVER MINING CO PTY. LIMITED
14                  ACN 008 694 246
15
16     MITSUI IRON ORE DEVELOPMENT PTY. LTD.
17                  ACN 008 734 361
18
19               NORTH MINING LIMITED
20                   ACN 000 081 434
21
22         NIPPON STEEL AUSTRALIA PTY. LTD.
23                  ACN 001 445 049
24
25      SUMITOMO METAL AUSTRALIA PTY. LTD.
26                ACN 001 444 604
27
28
29      IRON ORE (ROBE RIVER) AGREEMENT 1964
30
31          RATIFIED VARIATION AGREEMENT
32
33
34
35
36                     [Solicitor's details]
37
38
39
40


                                                           page 157
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6
 7   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 8   State of Western Australia acting for and on behalf of the said State and
 9   instrumentalities thereof from time to time (State)
10
11   AND

12   ROBE RIVER LIMITED ACN 008 478 493 of Level 33, 120 Collins Street,
13   Melbourne, Victoria (RRL)
14
15   AND
16
17   ROBE RIVER MINING CO PTY. LIMITED ACN 008 694 246 of Level 27,
18   Central Park, 152 - 158 St George's Terrace, Perth, Western Australia (RRMC),
19
20   MITSUI IRON ORE DEVELOPMENT PTY. LTD. ACN 008 734 361 of
21   Level 26, Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Mitsui),
22
23   NORTH MINING LIMITED ACN 000 081 434 of Level 33, 120 Collins
24   Street, Melbourne, Victoria (NML),
25
26   NIPPON STEEL AUSTRALIA PTY. LTD. ACN 001 445 049 of Level 24, 1
27   York Street, Sydney, New South Wales, SUMITOMO METAL AUSTRALIA
28   PTY. LTD. ACN 001 444 604 of Level 39, Australia Square, 264 George
29   Street, Sydney, New South Wales, and the said MITSUI IRON ORE
30   DEVELOPMENT PTY. LTD. which 3 companies carry on business under the
31   name of Cape Lambert Iron Associates (CLIA), and
32
33   the said NIPPON STEEL AUSTRALIA PTY LTD and SUMITOMO
34   METAL AUSTRALIA PTY LTD which 2 companies carry on business
35   together under the name Pannawonica Iron Associates (PIA).
36
37   (RRMC, Mitsui, NML, CLIA and PIA are collectively referred to in this
38   Agreement as the Robe Participants.)
39




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                 Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                                                 s. 10



 1   RECITALS

 2   A.   The State, RRL and the Robe Participants are now the parties to the
 3        agreement dated 18 November 1964, approved by and scheduled to the
 4        Iron Ore (Robe River) Agreement Act 1964 and which as subsequently
 5        added to, varied or amended is referred to in this Agreement as the
 6        "Principal Agreement".

 7   B.   The parties wish to vary the Principal Agreement.
 8

 9   Operative provisions
10
11   1.   Subject to the context, the words and expressions used in this Agreement
12        have the same meanings respectively as they have in and for the purpose
13        of the Principal Agreement.
14
15   2.   The State shall introduce and sponsor a Bill in the Parliament of Western
16        Australia to ratify this Agreement and shall endeavour to secure its
17        passage as an Act prior to 31 December 2010 or such later date as the
18        parties may agree.
19
20   3.    (a)     Clause 4 does not come into operation unless or until an Act passed
21                 in accordance with clause 2 ratifies this Agreement.
22
23        (b)      If by 30 June 2011, or such later date as may be agreed pursuant to
24                 clause 2, clause 4 has not come into operation then unless the
25                 parties hereto otherwise agree this Agreement shall cease and
26                 determine and none of the parties shall have any claim against the
27                 other parties with respect to any matter or thing arising out of or
28                 done or performed or omitted to be done or performed under this
29                 Agreement.
30
31   4.   The Principal Agreement is varied as follows:
32
33        (1)      in clause 1:
34
35                 (a)   by deleting the current definition of "direct shipping ore",
36                       "fine ore" and "fines";



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 1              (b)   by inserting in the appropriate alphabetical positions the
 2                    following new definitions:

 3                    "approved proposal" means a proposal approved or
 4                    determined under this Agreement;

 5                    "beneficiated ore" means iron ore that has been
 6                    concentrated or upgraded (otherwise than solely by crushing,
 7                    screening, separating by hydrocycloning or a similar
 8                    technology which uses primarily size as a criterion, washing,
 9                    scrubbing, trommelling or drying or by a combination of 2
10                    or more of those processes) by the Company in a plant
11                    constructed pursuant to a proposal approved pursuant to an
12                    Integration Agreement or in such other plant as is approved
13                    by the Minister after consultation with the Minister for
14                    Mines and "beneficiation" and "beneficiate" have
15                    corresponding meanings;

16                    "EP Act" means the Environmental Protection Act 1986
17                    (WA);

18                    "fine ore" means iron ore (not being beneficiated ore or
19                    pisolite fine ore) which is screened and will pass through a
20                    6.3 millimetre mesh screen;
21
22                    "Integration Agreement" means:
23
24                    (a)   the agreement approved by and scheduled to the Iron
25                          Ore (Hamersley Range) Agreement Act 1963, as from
26                          time to time added to, varied or amended; or
27
28                    (b)   the agreement approved by and scheduled to the Iron
29                          Ore (Robe River) Agreement Act 1964, as from time
30                          to time added, to varied or amended; or
31
32                    (c)   the agreement approved by and scheduled to the Iron
33                          Ore (Hamersley Range) Agreement Act Amendment
34                          Act 1968, as from time to time added to, varied or
35                          amended; or
36




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                                                                      s. 10



 1           (d)   the agreement ratified by and scheduled to the Iron
 2                 Ore (Mount Bruce) Agreement Act 1972, as from time
 3                 to time added to, varied or amended; or
 4
 5           (e)   the agreement ratified by and scheduled to the Iron
 6                 Ore (Hope Downs) Agreement Act 1992, as from time
 7                 to time added to, varied or amended; or
 8
 9           (f)   the agreement ratified by and scheduled to the Iron
10                 Ore (Yandicoogina) Agreement Act 1996, as from
11                 time to time added to, varied or amended; or
12
13           (g)   the agreement approved by and scheduled to the Iron
14                 Ore (Mount Newman) Agreement Act 1964, as from
15                 time to time added to, varied or amended; or
16
17           (h)   the agreement approved by and scheduled to the Iron
18                 Ore (Mount Goldsworthy) Agreement Act 1964, as
19                 from time to time added to, varied or amended; or
20
21           (i)   the agreement ratified by and scheduled to the Iron
22                 Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
23                 as from time to time added to, varied or amended; or
24
25           (j)   the agreement authorised by and as scheduled to the
26                 Iron Ore (McCamey's Monster) Agreement
27                 Authorisation Act 1972, as from time to time added to,
28                 varied or amended; or
29
30           (k)   the agreement ratified by and scheduled to the Iron
31                 Ore (Marillana Creek) Agreement Act 1991, as from
32                 time to time added to, varied or amended;
33
34           "Integration Proponent" means in relation to an Integration
35           Agreement, "the Company" or "the Joint Venturers" as the
36           case may be as defined in, and for the purpose of, that
37           Integration Agreement;

38           "iron ore" includes, without limitation, beneficiated ore;
39




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     s. 10



 1                    "laws relating to native title" means laws applicable from
 2                    time to time in the said State in respect of native title and
 3                    includes the Native Title Act 1993 (Commonwealth);
 4
 5                    "lump ore" means iron ore (not being beneficiated ore or
 6                    pisolite fine ore) which is screened and will not pass through
 7                    a 6.3 millimetre mesh screen;

 8                    "metallised agglomerates" means products resulting from
 9                    the reduction of iron ore by any method whatsoever and
10                    having an iron content of not less than 85%;

11                    "Minister for Mines" means the Minister in the
12                    Government of the said State for the time being responsible
13                    (under whatsoever title) for the administration of the Mining
14                    Act 1978 (WA);

15                    "pisolite fine ore" means iron ore (not being beneficiated
16                    ore) derived from channel iron deposits that appear to be
17                    chemically precipitated sedimentary deposits comprised of a
18                    pisolitic texture of hematite grains rimmed with geothite in a
19                    geothitic matrix and:

20                    (a)   having a product grade loss on ignition of 8.5% or
21                          greater; and

22                    (b)   which will pass through an 9.5 millimetre mesh
23                          screen;
24
25                    "Related Entity" means a company in which:
26
27                    (a)   as at 21 June 2010; and
28
29                    (b)   after 21 June 2010, with the approval of the Minister,
30
31                    a direct or (through a subsidiary or subsidiaries within the
32                    meaning of the Corporations Act 2001 (Commonwealth))
33                    indirect shareholding of 20% or more is held by:
34
35                    (c)   Rio Tinto Limited ABN 96 004 458 404; or
36


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 1           (d)    BHP Billiton Limited ABN 49 004 028 077; or
 2
 3           (e)    those companies referred to in paragraphs (c) and (d)
 4                  in aggregate;
 5
 6           "variation date" means the date on which clause 4 of the
 7           variation agreement made on or about 17 November 2010
 8           between the State and the Company comes into operation;
 9           and

10           "washing" means a process of separation by water using
11           only size as a criterion;

12     (c)   in the definition of "agreed or determined" by:

13           (i)    deleting "assessed at" and substituting "assessed on";
14                  and

15           (ii)   deleting all the words after "have regard to" and
16                  substituting a colon followed by:

17                  "(i)   in the case of iron ore initially sold at cost
18                         pursuant to paragraph (B) of the proviso to
19                         clause 9(2)(e), the prices for that type of iron
20                         ore prevailing at the time the price for such iron
21                         ore was agreed between the arm's length
22                         purchaser referred to in paragraph (B)(iii) of
23                         that proviso and the seller in relation to the type
24                         of sale and the relevant international seaborne
25                         iron ore market into which such iron ore was
26                         sold and where prices beyond the deemed f.o.b.
27                         point are being considered the deductions
28                         mentioned in the definition of f.o.b. value; and
29
30                  (ii)   in any other case, the prices for that type of iron
31                         ore prevailing at the time the price for such iron
32                         ore was agreed between the Company and the
33                         purchaser in relation to the type of sale and the
34                         market into which such iron ore was sold and
35                         where prices beyond the deemed f.o.b. point are


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 1                                  being considered the deductions mentioned in
 2                                  the definition of f.o.b. value;";

 3              (d)   in the definition of "Company's wharf" by inserting "and in
 4                    clauses 9(2)(e) and (f) also any additional wharf constructed
 5                    by the Company pursuant to this Agreement" before the
 6                    semi colon;

 7              (e)   in the definition of "f.o.b. value" by:

 8                    (i)     in paragraph (i):

 9                            (A)   inserting "subject to paragraph (ii)", before "in
10                                  the case of"; and

11                            (B)   deleting "assessed          as"   and   substituting
12                                  "assessed on";

13                    (ii)    renumbering paragraph (ii) as paragraph (iii); and

14                    (iii)   inserting after paragraph (i) the following new
15                              paragraph:
16
17                            "(ii) in the case of iron ore initially sold at cost
18                                  pursuant to paragraph (B) of the proviso to
19                                  clause 9(2)(e), the price which is payable for
20                                  the iron ore by the arm's length purchaser as
21                                  referred to in paragraph (B)(iii) of that proviso
22                                  or, where the Minister considers, following
23                                  advice from the appropriate Government
24                                  department, that the price payable in respect of
25                                  the iron ore does not represent a fair and
26                                  reasonable market value for that type of iron ore
27                                  assessed on an arm's length basis in the relevant
28                                  international seaborne iron ore market, such
29                                  amount as is agreed or determined as
30                                  representing such a fair and reasonable market
31                                  value, less all duties, taxes, costs and charges
32                                  referred to in paragraph (i) above; and";

33              (f)   in the definition of "loading port" by:

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 1           (i)    renumbering the existing paragraph (c) as paragraph
 2                  (e); and

 3           (ii)   inserting after paragraph (b) the following new
 4                  paragraphs:

 5                  "(c)   the Port of Port Hedland; or

 6                  (d)    any other port constructed after the variation
 7                         date under an Integration Agreement;";

 8     (g)   in the definition of "mineral lease" by deleting "clause 10A"
 9           and substituting "clauses 9A or 10A";

10     (h)   in the definition of "secondary processing" by deleting
11           "concentration or other beneficiation of iron ore other than
12           by crushing or screening" and substituting "beneficiation of
13           iron ore";

14     (i)   in the sentence beginning "marginal notes", by inserting
15           "and clause notes" after "marginal notes"; and

16     (j)   by inserting at the end of clause 1 the following new
17           paragraphs:
18
19           "Words in the singular shall include the plural and words in
20           the plural shall include the singular according to the
21           requirements of the context.
22
23           Nothing in this Agreement shall be construed:
24
25           (a)    to exempt the Company from compliance with any
26                  requirement in connection with the protection of the
27                  environment arising out of or incidental to its
28                  activities under this Agreement that may be made by
29                  or under the EP Act; or
30
31           (b)    to exempt the State or the Company from compliance
32                  with or to require the State or the Company to do
33                  anything contrary to any laws relating to native title or
34                  any lawful obligation or requirement imposed on the

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 1                             State or the Company as the case may be pursuant to
 2                             any laws relating to native title; or
 3
 4                       (c)   to exempt the Company from compliance with the
 5                             provisions of the Aboriginal Heritage Act 1972
 6                             (WA).";
 7
 8           (2)   by deleting clauses 7A and 7AB and substituting the following new
 9                 clauses:
10
11                 "7A. (1)    If the Company, at any time during the continuance of
12                             this Agreement after the variation date, desires to
13                             significantly modify, expand or otherwise vary its
14                             activities carried on pursuant to this Agreement (other
15                             than under clauses 7AC, 7C or 9D) beyond those
16                             activities specified in any proposals approved
17                             pursuant to clause 6 it shall give notice of such desire
18                             to the Minister and within 2 months thereafter shall
19                             submit to the Minister detailed proposals in respect of
20                             all matters covered by such notice and such of the
21                             other matters mentioned in clause 5(2)(a) as the
22                             Minister may require.
23
24                       (2)   A proposal may with the consent of the Minister
25                             (except in relation to an Integration Agreement) and
26                             that of any parties concerned (being in respect of an
27                             Integration Agreement the Integration Proponent for
28                             that agreement) provide for the use by the Company
29                             of any works installations or facilities constructed or
30                             established under a Government agreement.
31
32                       (3)   Each of the proposals pursuant to subclause (1) may
33                             with the approval of the Minister, or shall if so
34                             required by the Minister, be submitted separately and
35                             in any order as to any matter or matters in respect of
36                             which such proposals are required to be submitted.
37
38                       (4)   At the time when the Company submits the said
39                             proposals it shall submit to the Minister details of any
40                             services (including any elements of the project
41                             investigations, design and management) and any

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 1                 works materials, plant, equipment and supplies that it
 2                 proposes to consider obtaining from or having carried
 3                 out or permitting to be obtained from or carried out
 4                 outside Australia together with its reasons therefor
 5                 and shall, if required by the Minister, consult with the
 6                 Minister with respect thereto.
 7
 8           (5)   The Company may withdraw its proposals pursuant to
 9                 subclause (1) at any time before approval thereof, or
10                 where any decision in respect thereof is referred to
11                 arbitration as referred to in clause 7AB, within 3
12                 months after the award by notice to the Minister that it
13                 shall not be proceeding with the same.
14
15     Consideration of Company's proposals under clause 7A
16
17      7AB.(1)    In respect of each proposal pursuant to subclause (1)
18                 of clause 7A the Minister shall:
19
20                 (a)   subject to the limitations set out below, refuse
21                       to approve the proposal (whether it requests the
22                       grant of new tenure or not) if the Minister is
23                       satisfied on reasonable grounds that it is not in
24                       the public interest for the proposal to be
25                       approved; or
26
27                 (b)   approve of the proposal without qualification or
28                       reservation; or
29
30                 (c)   defer consideration of or decision upon the
31                       same until such time as the Company submits a
32                       further proposal or proposals in respect of some
33                       other of the matters mentioned in clause 7A(1)
34                       not covered by the said proposal; or
35
36                 (d)   require as a condition precedent to the giving of
37                       his approval to the said proposal that the
38                       Company make such alteration thereto or
39                       comply with such conditions in respect thereto
40                       as he thinks reasonable, and in such a case the


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 1                                 Minister shall disclose his reasons for such
 2                                 conditions,
 3
 4                         PROVIDED ALWAYS that where implementation of
 5                         any proposals hereunder has been approved pursuant
 6                         to the EP Act subject to conditions or procedures, any
 7                         approval or decision of the Minister under this clause
 8                         shall if the case so requires incorporate a requirement
 9                         that the Company make such alterations to the
10                         proposals as may be necessary to make them accord
11                         with those conditions or procedures.
12
13                         In considering whether to refuse to approve a proposal
14                         the Minister is to assess whether or not the
15                         implementation of the proposal by itself, or together
16                         with any one or more of the other submitted
17                         proposals, will:
18
19                         (i)     detrimentally affect economic and orderly
20                                 development in the said State, including
21                                 without limitation, infrastructure development
22                                 in the said State; or
23
24                         (ii)    be contrary to or inconsistent with the planning
25                                 and development policies and objectives of the
26                                 State; or
27
28                         (iii)   detrimentally affect the rights and interests of
29                                 third parties; or
30
31                         (iv)    detrimentally affect access to and use by others
32                                 of the lands the subject of any grant or proposed
33                                 grant to the Company.
34
35                         The right to refuse to approve a proposal conferred by
36                         paragraph (a) may only be exercised in respect of a
37                         proposal where the Minister is satisfied on reasonable
38                         grounds that a purpose of the proposal is the
39                         integrated use of works installations or facilities (as
40                         defined in subclause (7) of clause 9B for the purpose
41                         of that clause) as contemplated by clause 9B. It may

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 1                 not be so exercised in respect of a proposal if pursuant
 2                 to clause 7AD(5) the Minister, prior to the submission
 3                 of the proposal, advised the Company in writing that
 4                 the Minister has no public interest concerns (as
 5                 defined in that clause) with the single preferred
 6                 development (as referred to in clause 7AD(5)(a)) the
 7                 subject of the submitted proposals and those proposals
 8                 are consistent (as to their substantive scope and
 9                 content) with the information provided to the Minister
10                 pursuant to clause 7AD(5) in respect of that single
11                 preferred development.
12
13           (2)   The Minister shall within 2 months after receipt of
14                 proposals pursuant to clause 7A(1) give notice to the
15                 Company of his decision in respect to the proposals,
16                 PROVIDED THAT where a proposal is to be assessed
17                 under Part IV of the EP Act the Minister shall only
18                 give notice to the Company of his decision in respect
19                 to the proposal within 2 months after service on him
20                 of an authority under section 45(7) of the EP Act.
21
22           (3)   If the decision of the Minister is as mentioned in
23                 either of paragraphs (a), (c) or (d) of subclause (1) the
24                 Minister shall afford the Company full opportunity to
25                 consult with him and should it so desire to submit new
26                 or revised proposals either generally or in respect to
27                 some particular matter.
28
29           (4)   If the decision of the Minister is as mentioned in
30                 either of paragraphs (c) or (d) of subclause (1) and the
31                 Company considers that the decision is unreasonable
32                 the Company within 2 months after receipt of the
33                 notice mentioned in subclause (2) may elect to refer to
34                 arbitration in the manner hereinafter provided the
35                 question of the reasonableness of the decision
36                 PROVIDED THAT any requirement of the Minister
37                 pursuant to the proviso to subclause (1) shall not be
38                 referable to arbitration hereunder. A decision of the
39                 Minister under paragraph (a) of subclause (1) shall not
40                 be referrable to arbitration under this Agreement.
41


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 1                       (5)   If by the award made on the arbitration pursuant to
 2                             subclause (4) the dispute is decided in favour of the
 3                             Company the decision shall take effect as a notice by
 4                             the Minister that he is so satisfied with and approves
 5                             the matter or matters the subject of the arbitration.
 6
 7                       (6)   The Company shall implement the approved proposals
 8                             in accordance with the terms thereof.
 9
10                       (7)   Notwithstanding clause 14, the Minister may during
11                             the implementation of approved proposals approve
12                             variations to those proposals.";
13
14           (3)   by inserting after clause 7AC the following new clause:
15
16                 "Notification of possible proposals
17
18                 7AD. (1)    If the Company, upon completion of a pre-feasibility
19                             study in respect of any matter that would require the
20                             submission and approval of proposals pursuant to this
21                             Agreement (being proposals which will have as their
22                             purpose, or one of their purposes, the integrated use of
23                             works installations or facilities as contemplated by
24                             clause 9B) for the matter to be undertaken, intends to
25                             further consider the matter with a view to possibly
26                             submitting such proposals it shall promptly notify the
27                             Minister in writing giving reasonable particulars of
28                             the relevant matter.
29
30                       (2)   Within one (1) month after receiving the notification
31                             the Minister may, if the Minister so wishes, inform the
32                             Company of the Minister's views of the matter at that
33                             stage.
34
35                       (3)   If the Company is informed of the Minister's views, it
36                             shall take them into account in deciding whether or
37                             not to proceed with its consideration of the matter and
38                             the submission of proposals.
39
40                       (4)   Neither the Minister's response nor the Minister
41                             choosing not to respond shall in any way limit,

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 1                 prejudice or otherwise affect the exercise by the
 2                 Minister of the Minister's powers, or the performance
 3                 of the Minister's obligations, under this Agreement or
 4                 otherwise under the laws from time to time of the said
 5                 State.
 6
 7           (5)   (a)   This subclause applies where the Company has
 8                       settled upon a single preferred development a
 9                       purpose of which is the integrated use of works
10                       installations or facilities (as defined in
11                       subclause (7) of clause 9B for the purpose of
12                       that clause) as contemplated by clause 9B.
13
14                 (b)   For the purpose of this subclause "public
15                       interest concerns" means any concern that
16                       implementation of the single preferred
17                       development or any part of it will:
18
19                       (i)     detrimentally affect economic and
20                               orderly development in the said State,
21                               including       without      limitation,
22                               infrastructure development in the said
23                               State; or
24
25                       (ii)    be contrary to or inconsistent with the
26                               planning and development policies and
27                               objectives of the State; or
28
29                       (iii)   detrimentally affect the         rights    and
30                               interests of third parties; or
31
32                       (iv)    detrimentally affect access to and use by
33                               others of lands the subject of any grant or
34                               proposed grant to the Company.
35
36                 (c)   At any time prior to submission of proposals
37                       the Company may give to the Minister notice of
38                       its single preferred development and request the
39                       Minister to confirm that the Minister has no
40                       public interest concerns with that single
41                       preferred development.

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 1
 2                          (d)   The Company shall furnish to the Minister with
 3                                its notice reasonable particulars of the single
 4                                preferred development including, without
 5                                limitation:
 6
 7                                (i)     as to the matters that would be required
 8                                        to be addressed in submitted proposals;
 9                                        and
10
11                                (ii)    its progress in undertaking any feasibility
12                                        or other studies or matters to be
13                                        completed      before    submission      of
14                                        proposals; and
15
16                                (iii)   its timetable for obtaining required
17                                        statutory and other approvals in relation
18                                        to the submission and approval of
19                                        proposals; and
20
21                                (iv)    its tenure requirements.
22
23                   (e)   If so required by the Minister, the Company will
24                         provide to the Minister such further information
25                         regarding the single preferred development as the
26                         Minister may require from time to time for the
27                         purpose of considering the Company's request and
28                         also consult with the Minister or representatives or
29                         officers of the State in regard to the single preferred
30                         development.
31
32                   (f)   Within 2 months after receiving the notice (or if the
33                         Minister requests further information, within 2 months
34                         after the provision of that information) the Minister
35                         must advise the Company:
36
37                         (i)    that the Minister has no public interest concerns
38                                with the single preferred development; or
39
40                         (ii)   that he is not then in a position to advise that he
41                                has no public interest concerns with the single

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 1                               preferred development and the Minister's
 2                               reasons in that regard.
 3
 4                 (g)     If the Minister gives the advice mentioned in
 5                         paragraph (f)(ii) the Company may, should it so
 6                         desire, give a further request to the Minister in respect
 7                         of a revised or alternate single preferred development
 8                         and the provisions of this subclause shall apply
 9                         mutatis mutandis thereto.";
10
11   (4)     in clause 8(1)(b) by:
12
13           (a)   in the second line deleting "clause 6" and substituting
14                 "clauses 6 or 7AB";

15           (b)   in subparagraph (i):

16                 (i)     inserting "or cause to be granted" after "granted";

17                 (ii)    in the paragraph beginning "at peppercorn rental",
18                         deleting "the harbour area";

19                 (iii)   inserting after that paragraph the following new
20                         paragraph:

21                         "at commercial rentals, licence or easement fees as
22                         applicable - leases, licences or easements within Port
23                         Walcott; and",

24                 (iv)    inserting ", the Marine and Harbours Act 1981 (WA)"
25                         after "Jetties Act 1926"; and

26                 (v)     inserting "installations or facilities" before "and
27                         operations hereunder"; and
28
29           (c)   in the proviso following subparagraph (iii):
30
31                 (A)     deleting "and iron ore concentrates and iron ore
32                         pellets" after "all iron ore"; and
33




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 1                        (B)     deleting "or in the case of iron ore or concentrates
 2                                production as the case may be of the iron or iron ore
 3                                concentrates or iron ore pellets" and substituting "of
 4                                the iron ore";
 5
 6           (5)   by inserting after subclause (3) of clause 8 the following new
 7                 subclause:
 8
 9                 "(3a) The provisions of subclause (1) of this clause shall not
10                       operate so as to require the State to grant or vary, or cause to
11                       be granted or varied, any lease, licence or other right or title
12                       until all processes necessary under any laws relating to
13                       native title to enable that grant or variation to proceed, have
14                       been completed.";
15
16           (6)   by deleting paragraph (e) of clause 9(2) and substituting the
17                 following new paragraphs:

18                 "(e) ship, or procure the shipment of, all iron ore mined from the
19                      mineral lease and sold:
20
21                        (i)     from the Company's wharf; or
22
23                        (ii)    from any other wharf in a loading port which wharf
24                                has been constructed under an Integration Agreement;
25                                or
26
27                        (iii)   with the Minister's approval given before submission
28                                of proposals in that regard, from any other wharf in a
29                                loading port which wharf has been constructed under
30                                another Government agreement (excluding the
31                                Integration Agreements),
32
33                        and use its best endeavours to obtain therefor the best price
34                        possible having regard to market conditions from time to
35                        time prevailing PROVIDED THAT:
36
37                        (A)     this paragraph shall not apply to iron ore used for
38                                secondary processing or for the manufacture of iron
39                                or steel in any part of the said State lying north of the
40                                twenty sixth parallel of latitude; and

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 1
 2            (B)    iron ore from the mineral lease may be sold by the
 3                   Company prior to or at the time of the shipment
 4                   under this Agreement at a price equal to the
 5                   production costs in respect of that iron ore up to the
 6                   point of sale, if:
 7
 8                    (i)     the Minister is notified before the time of
 9                            shipment that the sale is to be made at cost,
10                            providing details of the proposed sale; and
11
12                    (ii)    the Minister is notified of the proposed
13                            arm's length purchaser in the relevant
14                            international seaborne iron ore market of the
15                            iron ore the subject of the proposed sale at
16                            cost; and
17
18                    (iii)   there is included in the return lodged
19                            pursuant to subclause (2)(k) particulars of
20                            the transaction in which the ore sold at cost
21                            was subsequently purchased in the relevant
22                            international seaborne iron ore market by an
23                            arm's length purchaser specifying the
24                            purchaser, the seller, the price and the date
25                            when the sale was agreed between the arm's
26                            length purchaser and the seller; and
27
28                    (iv)    the arm's length purchaser referred to in (iii)
29                            above is not then a designated purchaser as
30                            referred to in subclause (2)(ea);
31
32     Designated purchaser
33
34     (ea)   if required by notice in writing from the Minister, provide
35            the Minister within 30 days after receiving the notice with
36            evidence that the transaction as included in the return
37            pursuant to paragraph (B)(iii) of subclause (2)(e) was a sale
38            in the relevant international seaborne iron ore market to an
39            independent participant in that market. If no evidence is
40            provided or the Minister is not so satisfied on the evidence
41            provided or other information obtained, the Minister may by

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 1                        notice to the Company designate the purchaser to be a
 2                        designated purchaser and that designation will remain in
 3                        force unless and until lifted by further notice from the
 4                        Minister to the Company. For the avoidance of doubt, the
 5                        parties acknowledge that marketing entities forming part of
 6                        the corporate group including the Company (or part of the
 7                        parallel corporate group if the Company is part of a dual-
 8                        listed corporate structure) are not independent participants
 9                        for the purposes of this subclause;";
10
11           (7)   by deleting paragraph (j) of clause 9(2) and substituting the
12                 following new paragraph:

13                 "(j)   pay to the State royalty on all iron ore from the mineral lease
14                        (other than iron ore shipped solely for testing purposes) as
15                        follows:

16                        (i)     on lump ore and on fine ore and pisolite fine ore not
17                                sold or shipped separately as such at the rate of 7.5%
18                                of the f.o.b. value;

19                        (ii)    on fine ore and pisolite fine ore sold or shipped
20                                separately as such at the rate of 5.625% of the f.o.b.
21                                value;

22                        (iii)   on beneficiated ore at the rate of 5% of the f.o.b.
23                                value; and

24                        (iv)    on all other iron ore at the rate of 7.5% of the f.o.b.
25                                value.

26                 Where beneficiated ore is produced from an admixture of iron ore
27                 from the mineral lease and iron ore from elsewhere, a portion (and
28                 a portion only) of the beneficiated ore so produced being equal to
29                 the proportion that the amount of the iron in the iron ore from the
30                 mineral lease used in the production of that beneficiated ore bears
31                 to the total amount of iron in the iron ore so used shall be deemed
32                 to be produced from iron ore from the mineral lease.

33                 Where for the purpose of determining f.o.b. value, it is necessary to
34                 convert an amount or price to Australian currency, the conversion

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 1           is to be calculated using a rate (excluding forward hedge or similar
 2           contract rates) that has been approved by the Minister at the
 3           request of the Company and in the absence of such request as
 4           determined by the Minister to be a reasonable rate for the purpose.

 5           The provisions of regulation 85AA (Effect of GST etc. on
 6           royalties) of the Mining Regulations 1981 (WA) shall apply
 7           mutatis mutandis to the calculation of royalties under this clause;";
 8
 9   (8)     in clause 9(2)(k):

10           (a)   by deleting "or iron ore pellets or iron ore concentrates";

11           (b)   by inserting ", and also showing such other information in
12                 relation to the abovementioned iron ore as the Minister may
13                 from time to time reasonably require in regard to, and to
14                 assist in verifying, the calculation of royalties in accordance
15                 with paragraph (j)" after "the due date of return"; and
16
17           (c)   by deleting all the words after "on the basis of" and
18                 substituting a colon followed by:
19
20                 "(i)   in the case of iron ore initially sold at cost pursuant to
21                        paragraph (B) of the proviso to subclause (2)(e), at the
22                        price notified pursuant to paragraph (B)(iii) of that
23                        proviso; and
24
25                 (ii)   in any other case, invoices or provisional invoices (as
26                        the case may be) rendered by the Company to the
27                        purchaser (which invoices the Company shall render
28                        without delay simultaneously furnishing copies
29                        thereof to the Minister) of such iron ore or on the
30                        basis of estimates as agreed or determined,
31
32                 and shall from time to time in the next following appropriate
33                 return and payment make (by the return and by cash) all
34                 such necessary adjustments (and give to the Minister full
35                 details thereof) when the f.o.b. values shall have been finally
36                 calculated, agreed or determined;";
37




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 1           (9)   in clause 9(2)(n):
 2
 3                 (a)   in subparagraph (i):
 4
 5                       (i)    by deleting "books of account and records (including
 6                              but not limited to contracts) of the Company" and
 7                              substituting "books, records, accounts, documents
 8                              (including contracts), data and information of the
 9                              Company stored by any means ";
10
11                       (ii)   by deleting "or iron ore pellets or iron ore
12                              concentrates"; and
13
14                       (iii) by inserting "(in whatever form)" after "copies or
15                             extracts"; and
16
17                 (b)   by deleting the full stop at the end of subparagraph (ii) and
18                       substituting "; and" and the following new subparagraph:
19
20                       "(iii) cause to be produced in Perth in the said State all
21                              books, records, accounts, documents (including
22                              contracts), data and information of the kind referred to
23                              in subparagraph (i) to enable the exercise of rights by
24                              the Minister or the Minister's nominee under
25                              subparagraph (i), regardless of the location in which
26                              or by whom those books, records, accounts,
27                              documents (including contracts), data and information
28                              are stored from time to time.";
29
30           (10) in clause 9(4):
31
32                 (a)   by deleting paragraph (a) and substituting the following new
33                       paragraph:
34
35                       "(a)   The Company may blend iron ore mined from the
36                              mineral lease with any:
37
38                              (i)     iron ore mined from a mining tenement or other
39                                      mining title granted under, or pursuant to, an
40                                      Integration Agreement; or
41


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                                                                            s. 10



 1                      (ii)    iron ore mined from a Mining Act 1978 mining
 2                              lease located in, or proximate to, the Pilbara
 3                              region of the said State which is held by a
 4                              Related Entity alone or with a third party or
 5                              parties (excluding any mining lease granted
 6                              pursuant to, or held under, a Government
 7                              agreement); or
 8
 9                      (iii)   with the prior approval of the Minister, iron ore
10                              mined in, or proximate to, the Pilbara region of
11                              the said State under a Government agreement
12                              (excluding an Integration Agreement); or
13
14                      (iv)    with the prior approval of the Minister, iron ore
15                              mined by a third party from a Mining Act 1978
16                              mining lease located in, or proximate to, the
17                              Pilbara region of the said State (excluding
18                              under a Government agreement) which has
19                              been purchased by an Integration Proponent
20                              from the third party."; and
21
22               (b)    in paragraph (b):

23                      (i)     by deleting "there is" and substituting "there
24                              are";

25                      (ii)    by deleting "between the relevant Government
26                              agreements"; and

27                      (iii)   by deleting "blended and" and substituting
28                              "blended as between each of the sources
29                              referred to in paragraph (a)"; and

30                      (iv)    inserting a comma after "processing";

31   (11) by inserting after clause 9 the following new clauses:
32
33         "Additional areas
34
35        9A.    (1)    Notwithstanding the provisions of the Mining Act
36                      1904 or the Mining Act 1978 the Company may from

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     s. 10



 1                          time to time during the currency of this Agreement
 2                          apply to the Minister for:
 3
 4                          (a)   areas held by the Company or an associated
 5                                company under a mining tenement granted
 6                                under the Mining Act 1978;
 7
 8                          (b)   the area shaded in red on Plan "A" initialled by
 9                                or on behalf of the parties for the purpose of
10                                identification (and being at the variation date
11                                the subject of Mineral Lease 4SA),
12
13                          to be included in the mineral lease but so that the total
14                          area of the mineral lease, any land that may be
15                          included in the mineral lease pursuant to this
16                          Agreement and of any other mineral lease or mining
17                          lease granted under or pursuant to this Agreement (as
18                          aggregated) shall not at any time exceed 777 square
19                          kilometres. The Minister shall confer with the
20                          Minister for Mines in regard to any such application
21                          and if they approve the application the Minister for
22                          Mines shall upon the surrender of the relevant mining
23                          tenement, or in respect of the area referred to in
24                          paragraph (b) above the surrender of that area from
25                          Mineral Lease 4SA, include the area the subject
26                          thereof in the mineral lease by endorsement subject to
27                          such of the conditions of the surrendered mining
28                          tenement as the Minister for Mines determines but
29                          otherwise subject to the same terms covenants and
30                          conditions as apply to the mineral lease (with such
31                          apportionment of rents as is necessary) and
32                          notwithstanding that the survey of such additional
33                          land has not been completed but subject to correction
34                          to accord with the survey when completed at the
35                          Company's expense.
36
37                    (2)   The Minister may approve, upon application by the
38                          Company from time to time, for the total area referred
39                          to in subclause (1) to be increased up to a limit not
40                          exceeding 1,000 square kilometres.
41


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                                                                      s. 10



 1           (3)   The Company shall not mine or carry out other
 2                 activities (other than exploration, bulk sampling and
 3                 testing) on any area or areas added to the mineral
 4                 lease pursuant to subclause (1) of this clause unless
 5                 and until proposals with respect thereto are approved
 6                 or determined pursuant to the subsequent provisions
 7                 of this clause.
 8
 9           (4)   If the Company desires to commence mining of iron
10                 ore or to carry out any other activities (other than as
11                 aforesaid) on the said areas it shall give notice of such
12                 desire to the Minister and shall within 2 months of the
13                 date of such notice (or thereafter within such extended
14                 time as the Minister may allow as hereinafter
15                 provided) and subject to the provisions of this
16                 Agreement submit to the Minister to the fullest extent
17                 reasonably practicable its detailed proposals (which
18                 proposals shall include plans where practicable and
19                 specifications where reasonably required by the
20                 Minister) with respect to such mining or other
21                 activities as additional proposals pursuant to clause
22                 7A.
23
24     Integrated use of works installations or facilities under the
25     Integration Agreements
26
27     9B.   (1)   Subject to subclauses (2) to (7) of this clause and to
28                 the other provisions of this Agreement, the Company
29                 may during the continuance of this Agreement:
30
31                 (a)   use any existing or new works installations or
32                       facilities constructed or held:
33
34                       (i)    under this Agreement; or
35
36                       (ii)   under any other Integration Agreement
37                              which are made available for such use
38                              and during the continuance of such
39                              Integration Agreement; or
40




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 1                               (iii)   with the approval of the Minister, under a
 2                                       Government agreement (excluding an
 3                                       Integration Agreement) which are made
 4                                       available for such use and during the
 5                                       continuance of that agreement,
 6
 7                               (wholly or in part) in the activities of the
 8                               Company carried on by it pursuant to this
 9                               Agreement including, without limitation, as part
10                               of those activities, transporting by railway and
11                               shipping from a loading port and undertaking
12                               any ancillary and incidental activities in doing
13                               so (including, without limitation, blending
14                               permitted by clause 9(4)) of:
15
16                               (A)     iron ore mined from a Mining Act 1978
17                                       mining lease located in, or proximate to,
18                                       the Pilbara region of the said State which
19                                       is held by a Related Entity alone or with
20                                       a third party or parties (excluding any
21                                       mining lease granted pursuant to, or held
22                                       under, a Government agreement);
23
24                               (B)     with the prior approval of the Minister,
25                                       iron ore mined in, or proximate to, the
26                                       Pilbara region of the said State under a
27                                       Government agreement (excluding an
28                                       Integration Agreement); or
29
30                               (C)     with the prior approval of the Minister,
31                                       iron ore mined by a third party from a
32                                       Mining Act 1978 mining lease located in,
33                                       or proximate to, the Pilbara region of the
34                                       said    State   (excluding     under     a
35                                       Government agreement) which has been
36                                       purchased by the Company from the third
37                                       party;
38
39                               (D)     iron ore mined under an Integration
40                                       Agreement;
41


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                                                                      s. 10



 1                 (b)   make any existing or new works installations or
 2                       facilities constructed or held under this
 3                       Agreement available for use (wholly or partly)
 4                       by another Integration Proponent during the
 5                       continuance of its Integration Agreement in the
 6                       activities of that Integration Proponent carried
 7                       on by it pursuant to its Integration Agreement
 8                       including, without limitation, as part of those
 9                       activities, transporting by railway and shipping
10                       from a loading port and undertaking any
11                       ancillary and incidental activities in doing so
12                       (including, without limitation, blending
13                       permitted by that Integration Agreement) of:
14
15                       (i)     iron ore mined from a Mining Act 1978
16                               mining lease located in, or proximate to,
17                               the Pilbara region of the said State which
18                               is held by a Related Entity alone or with
19                               a third party or parties (excluding any
20                               mining lease granted pursuant to, or held
21                               under, a Government agreement);
22
23                       (ii)    with the prior approval of the Minister
24                               (as defined in that Integration
25                               Agreement) iron ore mined in, or
26                               proximate to, the Pilbara region of the
27                               said State under a Government agreement
28                               (excluding an Integration Agreement);
29
30                       (iii)   with the prior approval of the Minister
31                               (as defined in that Integration
32                               Agreement), iron ore mined by a third
33                               party from a Mining Act 1978 mining
34                               lease located in, or proximate to, the
35                               Pilbara region of the said State
36                               (excluding     under    a    Government
37                               agreement) which has been purchased by
38                               that Integration Proponent from the third
39                               party;
40




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     s. 10



 1                                 (iv)   iron ore mined under an Integration
 2                                        Agreement;
 3
 4                          (c)    make any existing or new works installations or
 5                                 facilities constructed or held under this
 6                                 Agreement available for use (wholly or partly)
 7                                 in connection with operations under:
 8
 9                                (i)     a Mining Act 1978 mining lease located
10                                        in, or proximate to, the Pilbara region of
11                                        the said State, for iron ore, which is held
12                                        by a Related Entity alone or with a third
13                                        party or parties (excluding any mining
14                                        lease granted pursuant to, or held under a
15                                        Government agreement); or
16
17                                 (ii)   with the approval of the Minister, a
18                                        Government agreement (other than an
19                                        Integration Agreement) for the mining of
20                                        iron ore in, or proximate to, the Pilbara
21                                        region of the said State;
22
23                          (d)    subject to subclause (2), under this Agreement
24                                 and for the purpose of any use or making
25                                 available for use referred to in paragraph (a),
26                                 (b) or (c) connect any existing or new works
27                                 installations or facilities constructed or held
28                                 under this Agreement to any existing or new
29                                 works installations or facilities constructed or
30                                 held under another Integration Agreement;
31
32                          (e)    subject to subclause (2), under this Agreement
33                                 and for the purpose of any use or making
34                                 available for use referred to in paragraph (a),
35                                 (b) or (c) or making of any connection referred
36                                 to in paragraph (d) construct new works
37                                 installations or facilities and expand modify or
38                                 otherwise vary any existing and new works
39                                 installations or facilities constructed or held
40                                 under this Agreement;
41


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                                                                     s. 10



 1                 (f)   allow a railway or rail spur line (not being a
 2                       railway or rail spur line constructed or held
 3                       under an Integration Agreement) to be
 4                       connected to a railway or rail spur line or other
 5                       works installations or facilities constructed or
 6                       held under this Agreement for the delivery of
 7                       iron ore to an Integration Proponent for
 8                       transport by railway and shipping from a
 9                       loading port (together with any ancillary and
10                       incidental activities in doing so) as part of its
11                       activities under its Integration Agreement; and
12
13                 (g)   allow an electricity transmission line (not being
14                       an electricity transmission line constructed or
15                       held under an Integration Agreement) to be
16                       connected to an electricity transmission line
17                       constructed or held under this Agreement for
18                       the supply of electricity permitted to be made
19                       under an Integration Agreement.
20
21           (2)   (a)   A connection referred to in clause (1)(d) or
22                       construction, expansion, modification or other
23                       variation referred to in subclause (1)(e) by the
24                       Company shall, to the extent not already
25                       authorised under this Agreement as at the
26                       variation date, be regarded as a significant
27                       modification expansion or other variation of the
28                       Company's activities carried on by it pursuant
29                       to this Agreement and may only be made in
30                       accordance with proposals submitted and
31                       approved or determined under this Agreement
32                       in accordance with clauses 7A and 7AB or
33                       clause 9D as the case may require and
34                       otherwise in compliance with the provisions of
35                       this Agreement and the laws from time to time
36                       of the said State. For the avoidance of doubt,
37                       the parties acknowledge that any use or making
38                       available for use contemplated by subclause
39                       (1)(a), (1)(b) or (1)(c) shall not otherwise than
40                       as required by this paragraph (a) require the


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     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1                                submission and approval of further proposals
 2                                under this Agreement.
 3
 4                         (b)    The Company shall not be entitled to:
 5
 6                                (i)    submit proposals to construct any new
 7                                       port or to establish harbour or port works
 8                                       installations or facilities, or to expand
 9                                       modify or otherwise vary harbour or
10                                       works installations or facilities otherwise
11                                       than within the boundaries of Port
12                                       Walcott; or
13
14                               (ii)    generate and supply power, take and
15                                       supply water or dispose of water
16                                       otherwise than in accordance with the
17                                       other clauses of this Agreement and
18                                       subject to any restrictions contained in
19                                       those clauses; or
20
21                               (iii)   without limiting subparagraphs (i) and
22                                       (ii) submit proposals to construct or
23                                       establish works installations or facilities
24                                       of a type, or to make expansions,
25                                       modifications or other variations of
26                                       works installations or facilities of a type,
27                                       which in the Minister's reasonable
28                                       opinion this Agreement, immediately
29                                       before the variation date, did not permit
30                                       or      contemplate      the      Company
31                                       constructing, establishing or making as
32                                       the case may be otherwise than for
33                                       integration use as contemplated by
34                                       subclauses (1)(a), (1)(b) or (1)(c) or as
35                                       permitted by clause 9D; or
36
37                                (iv)   submit proposals to make a connection as
38                                       referred to in subclause (1)(d) or a
39                                       construction, expansion, modification or
40                                       other variation as referred to in subclause
41                                       (1)(e) otherwise than on tenure granted

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                                                                     s. 10



 1                              under or pursuant to this Agreement from
 2                              time to time or held pursuant to this
 3                              Agreement from time to time; or
 4
 5                       (v)    submit proposals to make a connection
 6                              referred to in subclause (1)(d) or a
 7                              construction, expansion, modification or
 8                              other variation as referred to in subclause
 9                              (1)(e) for the purpose of use as
10                              contemplated by subclause (1)(c)(i), if in
11                              the reasonable opinion of the Minister the
12                              activity which is the subject of the
13                              proposals would give to the holder or
14                              holders of the relevant Mining Act 1978
15                              mining lease the benefit of rights or
16                              powers granted to the Company under
17                              this Agreement, over and above the right
18                              of access to and use of the relevant
19                              works, installations or facilities; or
20
21                       (vi)   submit proposals to make a connection as
22                              referred to in subclause (1)(d) or a
23                              construction, expansion, modification or
24                              other variation as referred to in subclause
25                              (1)(e) for the purpose of use as
26                              contemplated by subclause (1)(c) and
27                              involving the grant of tenure without the
28                              prior approval of the Minister; or
29
30                       (vii) submit proposals to assign, sublet,
31                             transfer or dispose of any works
32                             installations or facilities constructed or
33                             held under this Agreement or any leases,
34                             licences, easements or other titles under
35                             or pursuant to this Agreement for any
36                             purpose referred to in this clause.
37
38                 (c)   Notwithstanding the provisions of clauses 7AB
39                       and 9D, the Minister may defer consideration
40                       of, or a decision upon, a proposal submitted by
41                       the Company for a connection as referred to in

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     s. 10



 1                                subclause (1)(d) or a construction, expansion,
 2                                modification or other variation as referred to in
 3                                subclause (1)(e), for the purpose of use or
 4                                making available for use as referred to in
 5                                subclauses (1)(a) or (1)(b), until relevant
 6                                corresponding proposals under the relevant
 7                                Integration Agreement have been submitted and
 8                                those proposals can be approved under that
 9                                Integration Agreement concurrently with the
10                                Minister's approval under this Agreement of the
11                                Company's proposal.
12
13                    (3)   Any use or making available for use as referred to in
14                          subclause (1), or submission of proposals as referred
15                          to in subclause (2), in respect of a Related Entity shall
16                          be subject to the Company first confirming with the
17                          Minister that the Minister is satisfied that the relevant
18                          company is a Related Entity.
19
20                    (4)   The Company shall give the Minister prior written
21                          notice of any significant change (other than a
22                          temporary one for maintenance or to respond to an
23                          emergency) proposed in its use, or in it making
24                          available for use, works, installations or facilities as
25                          referred to in this clause:
26
27                          (a)   from that authorised under this Agreement
28                                immediately before the variation date; and
29
30                          (b)   subsequently from that previously notified to
31                                the Minister under this subclause,
32
33                          as soon as practicable before such change occurs.
34
35                          The Company shall also keep the Minister fully
36                          informed with respect to any proposed connection as
37                          referred to in subclause (1)(f) or (1)(g) or request of
38                          the Company for such connection to be allowed.
39




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                                                                      s. 10



 1           (5)   Nothing in this Agreement shall be construed to:
 2
 3                 (a)   exempt another Integration Proponent from
 4                       complying with, or the application of, the
 5                       provisions of its Integration Agreement; or
 6
 7                 (b)   restrict the Company's rights under clause 13.
 8
 9                 For the avoidance of doubt the approval of proposals
10                 under this Agreement shall not be construed as
11                 authorising another Integration Proponent to
12                 undertake any activities under this Agreement or
13                 under another Integration Agreement.
14
15           (6)   Nothing in this clause shall be construed to exempt
16                 the Company from complying with, or the application
17                 of, the other provisions of this Agreement including,
18                 without limitation, clause 13 and of relevant laws
19                 from time to time of the said State.
20
21           (7)   For the purpose of this clause "works installations or
22                 facilities" means any:
23
24                 (a)   harbour or port works installations or facilities
25                       including, without limitation, stockpiles,
26                       reclaimers, conveyors and wharves;
27
28                 (b)   railway or rail spur lines;
29
30                 (c)   track structures and systems associated with the
31                       operation and maintenance of a railway
32                       including, without limitation, sidings, train
33                       control and signalling systems, maintenance
34                       workshops and terminal yards;
35
36                 (d)   train loading and unloading works installations
37                       or facilities;
38
39                 (e)   conveyors;
40
41                 (f)   private roads;

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 1
 2                          (g)    mine aerodrome and associated aerodrome
 3                                 works installations and facilities;
 4
 5                          (h)    iron ore mining, crushing, screening,
 6                                 beneficiation or other processing works
 7                                 installations or facilities;
 8
 9                          (i)    mine administration buildings including,
10                                 without limitation, offices, workshops and
11                                 medical facilities;
12
13                          (j)    borrow pits;
14
15                          (k)    accommodation      and     ancillary facilities
16                                 including, without limitation, construction
17                                 camps and in townsites constructed pursuant to
18                                 and held under any Integration Agreement;
19
20                          (l)    water, sewerage, electricity, gas and
21                                 telecommunications works installations and
22                                 facilities    including,   without     limitation,
23                                 pipelines, transmission lines and cables; and
24
25                          (m)    any other works installations or facilities
26                                 approved of by the Minister for the purpose of
27                                 this clause.
28
29              Transfer of rights to shared works installations or facilities
30
31              9C.   (1)   For the purposes of this clause "Relevant
32                          Infrastructure" means any works installations or
33                          facilities (as defined in clause 9B(7)):
34
35                          (a)    constructed or held under another Integration
36                                 Agreement;
37
38                          (b)    which the Company is using in its activities
39                                 pursuant to this Agreement;
40




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                                                                     s. 10



 1                 (c)   which the Minister is satisfied (after consulting
 2                       with the Company and the Integration
 3                       Proponent   for     that     other    Integration
 4                       Agreement):
 5
 6                       (i)    are no longer required by that other
 7                              Integration Proponent to carry on its
 8                              activities pursuant to its Integration
 9                              Agreement because of the cessation of
10                              the Integration Proponent's mining
11                              operations in respect of which such
12                              Relevant Infrastructure was constructed
13                              or held or because of any other reason
14                              acceptable to the Minister; and
15
16                       (ii)   are required by the Company to continue
17                              to carry on its activities pursuant to this
18                              Agreement; and
19
20                 (d)   in respect of which that other Integration
21                       Proponent has notified the Minister it consents
22                       to the Company submitting proposals as
23                       referred to in subclause (2).
24
25           (2)   The Company may as an additional proposal pursuant
26                 to clause 7A propose:
27
28                 (a)   that it be granted a lease licence or other title
29                       over the Relevant Infrastructure pursuant to this
30                       Agreement subject to and conditional upon the
31                       other Integration Proponent surrendering
32                       wholly or in part (and upon such terms as the
33                       Minister considers reasonable including any
34                       variation of terms to address environmental
35                       issues) its lease licence or other title over the
36                       Relevant Infrastructure; or
37
38                 (b)   that the other Integration Proponent's lease
39                       licence or other title (not being a mineral lease,
40                       mining lease or other right to mine title granted
41                       under a Government agreement, the Mining Act

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 1                                1904 or the Mining Act 1978) to the Relevant
 2                                Infrastructure be transferred to this Agreement
 3                                (to be held by the Company pursuant to this
 4                                Agreement) with such surrender of land from it
 5                                and variations of its terms as the Minister
 6                                considers reasonable for that title to be held
 7                                under this Agreement including, without
 8                                limitation, to address environmental issues and
 9                                outstanding obligations of that other Integration
10                                Proponent under its Integration Agreement in
11                                respect of that Relevant Infrastructure.
12
13                          The provisions of clause 7AB shall mutatis mutandis
14                          apply to any such additional proposal. In addition the
15                          Company acknowledges that the Minister may require
16                          variations of the other Integration Agreement and/or
17                          proposals under it or of this Agreement in order to
18                          give effect to the matters contemplated by this clause.
19
20              Miscellaneous Licences for Railways
21
22              9D.   (1)   In this clause subject to the context:
23
24                          "Additional Infrastructure" means:
25
26                          (a)   Train Loading Infrastructure;
27
28                          (b)   Train Unloading Infrastructure;
29
30                          (c)   a conveyor, train unloading and other
31                                infrastructure necessary for the transport of iron
32                                ore, freight goods or other products from the
33                                Railway (directly or indirectly) to port facilities
34                                within a loading port,
35
36                          in each case located outside a Port;
37
38                          "LAA" means Land Administration Act 1977 (WA);
39
40                          "Lateral Access Roads" has the meaning given in
41                          subclause (3)(a)(iv));

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                                                                      s. 10



 1
 2                 "Lateral Access Road Licence" means a
 3                 miscellaneous licence granted pursuant to subclause
 4                 (6)(a)(ii) or subclause (6)(b) as the case may be and
 5                 according to the requirements of the context describes
 6                 the area of land from time to time the subject of that
 7                 licence;
 8
 9                 "Port" means any port the subject of the Port
10                 Authorities Act 1999 (WA) or the Shipping and
11                 Pilotage Act 1967 (WA);
12
13                 "Private Roads" means Lateral Access Roads and the
14                 Company's access roads within a Railway Corridor;
15
16                 "Rail Safety Act" means the Rail Safety Act 1998
17                 (WA);
18
19                 "Railway" means a standard gauge heavy haul railway
20                 or railway spur line, located or to be located as the
21                 case may be in, or proximate to, the Pilbara region of
22                 the said State (but outside the boundaries of a Port)
23                 for the transport of iron ore, freight goods and other
24                 products together with all railway track, associated
25                 track structures including sidings, turning loops, over
26                 or under track structures, supports (including supports
27                 for equipment or items associated with the use of a
28                 railway) tunnels, bridges, train control systems,
29                 signalling systems, switch and other gear,
30                 communication         systems,      electric     traction
31                 infrastructure, buildings (excluding office buildings,
32                 housing and freight centres), workshops and
33                 associated plant, machinery and equipment and
34                 including rolling stock maintenance facilities, terminal
35                 yards, depots, culverts and weigh bridges which
36                 railway is or is to be (as the case may be) the subject
37                 of approved proposals under subclause (4) and
38                 includes any expansion or extension thereof outside a
39                 Port which is the subject of additional proposals
40                 approved in accordance with subclause (5);
41


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 1                         "Railway Corridor" means, prior to the grant of a
 2                         Special Railway Licence, the land for the route of the
 3                         Railway the subject of that licence, access roads
 4                         (other than Lateral Access Roads), areas from which
 5                         stone, sand, clay and gravel may be taken, temporary
 6                         accommodation facilities for the railway workforce,
 7                         water bores and Additional Infrastructure (if any)
 8                         which is the subject of a subsisting agreement
 9                         pursuant to subclause (3)(a) and after the grant of the
10                         Special Railway Licence the land from time to time
11                         the subject of that Special Railway Licence;
12
13                         "Railway Operation" means the construction and
14                         operation under this Agreement of the relevant
15                         Railway and associated access roads and Additional
16                         Infrastructure (if any) within the relevant Railway
17                         Corridor and of the associated Lateral Access Roads,
18                         in accordance with approved proposals;
19
20                         "Railway spur line" means a standard gauge heavy
21                         haul railway spur line located or to be located in, or
22                         proximate to, the Pilbara region of the said State (but
23                         outside a Port) connecting to a Railway for the
24                         transport of iron ore, freight goods and other products
25                         upon the Railway to (directly or indirectly) a loading
26                         port;
27
28                         "Railway Operation Date" means the date of the first
29                         carriage of iron ore, freight goods or other products
30                         over the relevant Railway (other than for construction
31                         or commissioning purposes);
32
33                         "Railway spur line Operation Date" means the date of
34                         the first carriage of iron ore, freight goods or other
35                         products over the relevant Railway spur line (other
36                         than for construction or commissioning purposes);
37
38                         "Special Railway Licence" means the relevant
39                         miscellaneous licence for railway and, if applicable,
40                         other purposes, granted to the Company pursuant to
41                         subclause (6)(a)(i) as varied in accordance with

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 1                 subclause (6)(h) or subclause (6)(i) and according to
 2                 the requirements of the context describes the area of
 3                 land from time to time the subject of that licence;
 4
 5                 "Train Loading Infrastructure" means conveyors,
 6                 stockpile areas, blending and screening facilities,
 7                 stackers, re-claimers and other infrastructure
 8                 reasonably required for the loading of iron ore, freight
 9                 goods or other products onto the relevant Railway for
10                 transport (directly or indirectly) to a loading port; and
11
12                 "Train Unloading Infrastructure" means train
13                 unloading infrastructure reasonably required for the
14                 unloading of iron ore from the Railway to be
15                 processed, or blended with other iron ore, at
16                 processing or blending facilities in the vicinity of that
17                 train unloading infrastructure and with the resulting
18                 iron ore products then loaded on to the Railway for
19                 transport (directly or indirectly) to a loading port.
20
21           Company to obtain prior Ministerial in-principle
22           approval
23
24           (2)   (a)   If the Company wishes, from time to time
25                       during the continuance of this Agreement, to
26                       proceed under this clause with a plan to develop
27                       a Railway it shall give notice thereof to the
28                       Minister and furnish to the Minister with that
29                       notice an outline of its plan.
30
31                 (b)   The Minister shall within one month of a notice
32                       under paragraph (a) advise the Company
33                       whether or not he approves in-principle the
34                       proposed plan. The Minister shall afford the
35                       Company full opportunity to consult with him
36                       in respect of any decision of the Minister under
37                       this paragraph.
38
39                 (c)   The Minister's in-principle approval in respect
40                       of a proposed plan shall lapse if the Company
41                       has not submitted detailed proposals to the

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 1                                Minister in respect of that plan in accordance
 2                                with this clause within 18 months of the
 3                                Minister's in-principle approval.
 4
 5                   Railway Corridor
 6
 7                   (3)    (a)   If the Minister gives in-principle approval to a
 8                                plan of the Company to develop a Railway it
 9                                shall consult with the Minister to seek the
10                                agreement of the Minister as to:
11
12                                (i)    where the Railway will begin and end;
13                                       and
14
15                                (ii)   a route for the Railway, access roads to
16                                       be within the Railway Corridor and the
17                                       land required for that route as well as
18                                       Additional Infrastructure (if any)
19                                       including, without limitation, areas from
20                                       which stone, sand, clay and gravel may
21                                       be taken, temporary accommodation
22                                       facilities for the railway workforce and
23                                       water bores; and
24
25                                (iii) in respect of Additional Infrastructure (if
26                                      any) the nature and capacity of such
27                                      Additional Infrastructure; and
28
29                                (iv) the routes of, and the land required for,
30                                     roads outside the Railway Corridor (and
31                                     also outside a Port) for access to it to
32                                     construct the Railway (such roads as
33                                     agreed being "Lateral Access Roads").
34
35                                 In seeking such agreement, regard shall be had
36                                to achieving a balance between engineering
37                                matters including costs, the nature and use of
38                                any lands concerned and interests therein and
39                                the costs of acquiring the land (all of which
40                                shall be borne by the Company). The parties
41                                acknowledge the intention is for the Company

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 1                        to construct the Railway, the access roads for
 2                        the construction and maintenance of the
 3                        Railway which are to be within the Railway
 4                        Corridor and the relevant Additional
 5                        Infrastructure (if any) along the centreline of
 6                        the Railway Corridor subject to changes in that
 7                        alignment to the extent necessary to avoid
 8                        heritage, environmental or poor ground
 9                        conditions that are not identified during
10                        preliminary investigation work, and recognise
11                        the width of the Railway Corridor may need to
12                        vary along its route to accommodate Additional
13                        Infrastructure (if any), access roads, areas from
14                        which stone, sand, clay and gravel may be
15                        taken, temporary accommodation facilities for
16                        the railway workforce and water bores. The
17                        provisions of clause 18 shall not apply to this
18                        subclause.
19
20                 (b)    If the date by which the Company must submit
21                        detailed proposals under subclause (4)(a) (as
22                        referred to in subclause (2)(c)) is extended or
23                        varied by the Minister pursuant to clause 17,
24                        any agreement made pursuant to paragraph (a)
25                        before such date is extended or varied shall
26                        unless the Minister notifies the Company
27                        otherwise be deemed to be at an end and neither
28                        party shall have any claim against the other in
29                        respect of it.
30
31                 (c)    The Company acknowledges that it shall be
32                        responsible for liaising with every title holder in
33                        respect of the land affected and for obtaining in
34                        a form and substance acceptable to the Minister
35                        all unconditional and irrevocable consents of
36                        each such title holder to, and all statutory
37                        consents required in respect of the land affected
38                        for:
39
40                       (i)    the grant of the Special Railway Licence
41                              for the construction, operation and

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 1                                        maintenance within the Railway Corridor
 2                                        of the Railway, access roads and
 3                                        Additional Infrastructure (if any) to be
 4                                        within the Railway Corridor; and
 5
 6                                (ii)    the grant of Lateral Access Road
 7                                        Licences for the construction, use and
 8                                        maintenance of Lateral Access Roads
 9                                        over the routes for the Lateral Access
10                                        Roads agreed pursuant to paragraph (a);
11                                        and
12
13                                (iii)   the inclusion of additional land in the
14                                        Special Railway Licence as referred to in
15                                        subclause (6)(h) or subclause (6)(i),
16
17                                in accordance with this clause. For the purposes
18                                of this subclause (3)(c), "title holder" means a
19                                management body (as defined in the LAA) in
20                                respect of any part of the affected land, a person
21                                who holds a mining, petroleum or geothermal
22                                energy right (as defined in the LAA) in respect
23                                of any part of the affected land, a person who
24                                holds a lease or licence under the LAA in
25                                respect of any part of the affected land, a person
26                                who holds any other title granted under or
27                                pursuant to a Government agreement in respect
28                                of any part of the affected land, a person who
29                                holds a lease or licence in respect of any part of
30                                the affected land under any other Act applying in
31                                the said State and a person in whom any part of
32                                the affected land is vested, immediately before
33                                the provision of such consents to the Minister as
34                                referred to in subclause (4)(e)(ii) (including as
35                                applying pursuant to subclause 5(d)).
36
37                   Company to submit proposals for Railway
38
39                   (4)    (a)    The Company shall, subject to the EP Act, the
40                                 provisions of this Agreement, agreement at that
41                                 time subsisting in respect of the matters

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 1                      required to be agreed pursuant to subclause
 2                      3(a), submit to the Minister by the latest date
 3                      applying under subclause (2)(c) to the fullest
 4                      extent reasonably practicable its detailed
 5                      proposals (including plans where practicable
 6                      and specifications where reasonably required by
 7                      the Minister and any other details normally
 8                      required by a local government in whose area
 9                      any works are to be situated) with respect to the
10                      undertaking of the relevant Railway Operation,
11                      which proposals shall include the location, area,
12                      layout, design, materials and time program for
13                      the commencement and completion of
14                      construction or the provision (as the case may
15                      be) of each of the following matters namely:
16
17                      (i)     the Railway including fencing (if any)
18                              and crossing places within the Railway
19                              Corridor;
20
21                      (ii)    Additional Infrastructure (if any) within
22                              the Railway Corridor;
23
24                      (iii)   temporary accommodation and ancillary
25                              temporary facilities for the railway
26                              workforce on, or in the vicinity of, the
27                              Railway Corridor and housing and other
28                              appropriate facilities elsewhere for the
29                              Company's workforce;
30
31                      (iv)    water supply;
32
33                      (v)     energy supplies;
34
35                      (vi)    access roads within the Railway Corridor
36                              and Lateral Access Roads both along the
37                              routes for those roads agreed between the
38                              Minister and the Company pursuant to
39                              subclause 3(a);
40




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 1                                (vii) any other works, services or facilities
 2                                      desired by the Company; and
 3
 4                                (viii) use of local labour, professional services,
 5                                       manufacturers, suppliers contractors and
 6                                       materials and measures to be taken with
 7                                       respect to the engagement and training of
 8                                       employees by the Company, its agents
 9                                       and contractors.
10
11                          (b)   Proposals pursuant to paragraph (a) must
12                                specify the matters agreed for the purpose
13                                pursuant to subclause (3)(a) and must not be
14                                contrary to or inconsistent with such agreed
15                                matters.
16
17                          (c)   Each of the proposals pursuant to paragraph (a)
18                                may with the approval of the Minister, or must
19                                if so required by the Minister, be submitted
20                                separately and in any order as to the matter or
21                                matters mentioned in one or more of
22                                subparagraphs (i) to (viii) of paragraph (a) and
23                                until all of its proposals under this subclause
24                                have been approved the Company may
25                                withdraw and may resubmit any proposal but
26                                the withdrawal of any proposal shall not affect
27                                the obligations of the Company to submit a
28                                proposal under this subclause in respect of the
29                                subject matter of the withdrawn proposal.
30
31                          (d)   The Company shall, whenever any of the
32                                following matters referred to in this subclause
33                                are proposed by the Company (whether before
34                                or during the submission of proposals under this
35                                subclause), submit to the Minister details of any
36                                services (including any elements of the project
37                                investigations, design and management) and
38                                any works, materials, plant, equipment and
39                                supplies that it proposes to consider obtaining
40                                from or having carried out or permitting to be
41                                obtained from or carried out outside Australia,

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 1                        together with its reasons therefor and shall, if
 2                        required by the Minister consult with the
 3                        Minister with respect thereto.
 4
 5                 (e)    At the time when the Company submits the last
 6                        of the said proposals pursuant to this subclause,
 7                        it shall:
 8
 9                        (i)   furnish to the Minister's reasonable
10                              satisfaction evidence of all accreditations
11                              under the Rail Safety Act which are
12                              required to be held by the Company or
13                              any other person for the construction of
14                              the Railway; and
15
16                       (ii)   furnish to the Minister the written
17                              consents referred to in subclause (3)(c)(i)
18                              and (3)(c)(ii).
19
20                 (f)    The provisions of clause 7AB shall apply
21                        mutatis mutandis to detailed proposals
22                        submitted under this subclause.
23
24           Additional Railway Proposals
25
26           (5)   (a)    If the Company at any time during the currency
27                        of a Special Railway Licence desires to
28                        construct a Railway spur line (connecting to
29                        the Railway the subject of that Special Railway
30                        Licence) or desires to significantly modify,
31                        expand or otherwise vary its activities within
32                        the land the subject of the Special Railway
33                        Licence that are the subject of this Agreement
34                        and that may be carried on by it pursuant to this
35                        Agreement (other than by the construction of a
36                        Railway spur line) beyond those activities
37                        specified in any approved proposals for that
38                        Railway, it shall give notice of such desire to
39                        the Minister and furnish to the Minister with
40                        that notice an outline of its proposals in respect
41                        thereto (including, without limitation, such

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 1                                matters mentioned in subclause (4)(a) as are
 2                                relevant or as the Minister otherwise requires).
 3
 4                          (b)   If the notice relates to a Railway spur line, or to
 5                                the construction of Train Loading Infrastructure
 6                                or Train Unloading Infrastructure on land
 7                                outside the then Railway Corridor, the Minister
 8                                shall within one month of receipt of such notice
 9                                advise the Company whether or not he approves
10                                in-principle the proposed construction of such
11                                spur line, Train Loading Infrastructure or Train
12                                Unloading Infrastructure. If the Minister gives
13                                in-principle approval the Company may (but
14                                not otherwise) submit detailed proposals in
15                                respect thereof provided that the provisions of
16                                subclause (3) shall mutatis mutandis apply prior
17                                to submission of detailed proposals in respect
18                                thereof.
19
20                          (c)   Subject to the EP Act, the provisions of this
21                                Agreement and agreement at that time
22                                subsisting in respect of any matters required to
23                                be agreed pursuant to subclause (3)(a) (as
24                                referred to in paragraph (b)), the Company shall
25                                submit to the Minister within a reasonable
26                                timeframe, as determined by the Minister after
27                                receipt of the notice referred to in paragraph (a)
28                                (or in the case of a notice referred to in
29                                paragraph (b) the giving of the Minister's
30                                in-principle consent as referred to in that
31                                paragraph), detailed proposals in respect of the
32                                proposed construction of such Railway spur
33                                line, Train Loading Infrastructure, Train
34                                Unloading Infrastructure or other proposed
35                                modification, expansion or variation of its
36                                activities including such of the matters
37                                mentioned in subclause (4)(a) as the Minister
38                                may require.
39
40                          (d)   The provisions of subclause (4) (with the date
41                                for submission of proposals being read as the

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 1                        date or time determined by the Minister under
 2                        paragraph (c) and the reference in subclause
 3                        (4)(e)(ii) to subclause (3)(c)(i) being read as a
 4                        reference to subclause (3)(c)(iii)) and of clause
 5                        7AB shall mutatis mutandis apply to detailed
 6                        proposals submitted pursuant to this subclause.
 7
 8           Grant of Tenure
 9
10           (6)   (a)    On application made by the Company to the
11                        Minister in such manner as the Minister may
12                        determine, not later than 3 months after all its
13                        proposals submitted pursuant to subclause
14                        (4)(a) have been approved or deemed to be
15                        approved and the Company has complied with
16                        the provisions of subclause (4)(e), the State
17                        notwithstanding the Mining Act 1978 shall
18                        cause to be granted to the Company:
19
20                       (i)    a miscellaneous licence to conduct within
21                              the Railway Corridor and in accordance
22                              with its approved proposals all activities
23                              (including the taking of stone, sand, clay
24                              and gravel, the provision of temporary
25                              accommodation facilities for the railway
26                              workforce and, subject to the Rights in
27                              Water and Irrigation Act 1914 (WA), the
28                              operation of water bores) necessary for
29                              the planning, design, construction,
30                              commissioning,        operation       and
31                              maintenance within the Railway Corridor
32                              of the Railway, access roads and
33                              Additional Infrastructure (if any) ("the
34                              Special Railway Licence") such licence
35                              to be granted under and subject to, except
36                              as otherwise provided in this Agreement,
37                              the Mining Act 1978 in the form of the
38                              Second Schedule hereto and subject to
39                              such terms and conditions as the Minister
40                              for Mines may from time to time
41                              consider reasonable and at a rental

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 1                                       calculated in accordance with the Mining
 2                                       Act 1978:
 3
 4                                       (A)   prior to the Railway Operation
 5                                             Date, as if the width of the
 6                                             Railway Corridor were 100 metres;
 7                                             and
 8
 9                                       (B)   on and from the Railway
10                                             Operation Date, at the rentals from
11                                             time to time prescribed under the
12                                             Mining Act 1978; and
13
14                                (ii)   a miscellaneous licence or licences to
15                                       allow the construction, use and
16                                       maintenance of Lateral Access Roads
17                                       within the routes agreed for those Lateral
18                                       Access Roads under subclause (3)(a)
19                                       (each a "Lateral Access Road Licence"),
20                                       each such licence to be granted under and
21                                       subject to, except as otherwise provided
22                                       in this Agreement, the Mining Act 1978
23                                       in the form of the Third Schedule hereto
24                                       and subject to such terms and conditions
25                                       as the Minister for Mines may from time
26                                       to time consider reasonable and at the
27                                       rentals from time to time prescribed under
28                                       the Mining Act 1978.
29
30                          (b)    On application made by the Company to the
31                                 Minister in such manner as the Minister may
32                                 determine, not later than 3 months after its
33                                 proposals submitted pursuant to subclause
34                                 (5)(a) for the construction of Lateral Access
35                                 Roads for access to the Railway Corridor to
36                                 construct a Railway spur line have been
37                                 approved or deemed to be approved and the
38                                 Company has complied with the provisions of
39                                 subclause (4)(e) (as applying pursuant to
40                                 subclause (5)(d)), the State notwithstanding the
41                                 Mining Act 1978 shall cause to be granted to

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 1                       the Company a miscellaneous licence or
 2                       licences to allow the construction, use and
 3                       maintenance of Lateral Access Roads within the
 4                       routes agreed for those Lateral Access Roads
 5                       under subclause (3)(a)) (as applying pursuant to
 6                       subclause (5)(b)) (each a "Lateral Access Road
 7                       Licence"), each such licence to be granted
 8                       under and subject to, except as otherwise
 9                       provided in this Agreement, the Mining Act
10                       1978 in the form of the Fourth Schedule hereto
11                       and subject to such terms and conditions as the
12                       Minister for Mines may from time to time
13                       consider reasonable and at the rentals from time
14                       to time prescribed under the Mining Act 1978.
15
16                 (c)   Notwithstanding the Mining Act 1978, the term
17                       of the Special Railway Licence shall, subject to
18                       the sooner determination thereof on the
19                       cessation or sooner determination of this
20                       Agreement, be for a period of 50 years
21                       commencing on the date of grant thereof.
22
23                 (d)   Notwithstanding the Mining Act 1978, the term
24                       of any Lateral Access Road Licence shall,
25                       subject to the sooner determination thereof on
26                       the cessation or sooner determination of this
27                       Agreement, be for a period of 4 years
28                       commencing on the date of grant thereof.
29
30                 (e)   Notwithstanding the Mining Act 1978, and
31                       except as required to do so by the terms of the
32                       Special Railway Licence, the Company shall
33                       not be entitled to surrender the Special Railway
34                       Licence or any Lateral Access Road Licence or
35                       any part or parts of them without the prior
36                       consent of the Minister.
37
38                 (f)   (i)   The Company may in accordance with
39                             approved proposals take stone, sand, clay
40                             and gravel from the Railway Corridor for
41                             the    construction,    operation     and

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 1                                       maintenance of the Railway constructed
 2                                       within or approved for construction
 3                                       within the Railway Corridor.
 4
 5                                (ii)   Notwithstanding the Mining Act 1978 no
 6                                       royalty shall be payable under the Mining
 7                                       Act in respect of stone, sand, clay and
 8                                       gravel which the Company is permitted
 9                                       by subparagraph (i) to obtain from the
10                                       land the subject of the Special Railway
11                                       Licence.
12
13                          (g)   For the purposes of this Agreement and without
14                                limiting the operation of paragraphs (a) to (f)
15                                inclusive above, the application of the Mining
16                                Act 1978 and the regulations made thereunder
17                                are specifically modified;
18
19                                (i)    in section 91(1) by:
20
21                                       (A)   deleting "the mining registrar or
22                                             the warden, in accordance with
23                                             section 42 (as read with section
24                                             92)"    and   substituting   "the
25                                             Minister";
26
27                                       (B)   deleting    "any    person"   and
28                                             substituting "the Company (as
29                                             defined in the agreement approved
30                                             by and scheduled to the Iron Ore
31                                             (Robe River) Agreement Act 1964,
32                                             as from time to time added to,
33                                             varied or amended)";
34
35                                       (C)   deleting "for any one or more of
36                                             the purposes prescribed" and
37                                             substituting "for the purpose
38                                             specified in clause 9D(6)(a)(i),
39                                             clause 9D(6)(a)(ii) or clause
40                                             9D(6)(b), of the agreement
41                                             approved by and scheduled to the

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 1                                    Iron Ore (Robe River) Agreement
 2                                    Act 1964, as from time to time
 3                                    added to, varied or amended";
 4
 5                      (ii)    in section 91(3)(a), by deleting
 6                              "prescribed form" and substituting "form
 7                              required by the agreement approved by
 8                              and scheduled to the Iron Ore (Robe
 9                              River) Agreement Act 1964, as from time
10                              to time added to, varied or amended";
11
12                      (iii)   by deleting sections 91(6), 91(9), 91(10)
13                              and 91B;
14
15                      (iv)    in section 92, by deleting "Sections 41,
16                              42, 44, 46, 46A, 47 and 52 apply," and
17                              inserting "Section 46A (excluding in
18                              subsection (2)(a) "the mining registrar,
19                              the warden or") applies," and by deleting
20                              "in those provisions" and inserting "in
21                              that provision";
22
23                      (v)     by deleting the full stop at the end of the
24                              section 94(1) and inserting, "except to the
25                              extent otherwise provided in, or to the
26                              extent that such terms and conditions are
27                              inconsistent    with,    the     agreement
28                              approved by and scheduled to the Iron
29                              Ore (Robe River) Agreement Act 1964, as
30                              from time to time added to, varied or
31                              amended";
32
33                      (vi)    by deleting sections 94(2), (3) and (4);
34
35                      (vii) in section 96(1), by inserting after
36                            "miscellaneous licence" the words "(not
37                            being a miscellaneous licence granted
38                            pursuant to the agreement approved by
39                            and scheduled to the Iron Ore (Robe
40                            River) Agreement Act 1964, as from time
41                            to time added to, varied or amended";

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 1
 2                               (viii) by deleting mining regulations 37(2),
 3                                      37(3), 42 and 42A; and
 4
 5                               (ix)   by inserting at the beginning of mining
 6                                      regulations 41(c) and (f) the words
 7                                      "subject to the agreement approved by
 8                                      and scheduled to the Iron Ore (Robe
 9                                      River) Agreement Act 1964, as from time
10                                      to time added to, varied or amended".
11
12                         (h)   If additional proposals are approved in
13                               accordance with subclause (5) for the
14                               construction of a Railway spur line outside the
15                               then Railway Corridor, the Minister for Mines
16                               shall include the area of land within which such
17                               construction is to occur in the Special Railway
18                               Licence by endorsement. The area of such land
19                               may be included notwithstanding that the
20                               survey of the land has not been completed but
21                               subject to correction to accord with the survey
22                               when completed at the Company's expense.
23
24                         (i)   If additional proposals are approved in
25                               accordance with subclause (5) for the
26                               construction of Train Loading Infrastructure or
27                               Train Unloading Infrastructure outside the then
28                               Railway Corridor, the Minister for Mines shall
29                               include the area of such land within which such
30                               infrastructure is approved for construction in
31                               the Special Railway Licence by endorsement.
32                               The area of such land may be included
33                               notwithstanding that the survey of the land has
34                               not been completed but subject to correction to
35                               accord with the survey when completed at the
36                               Company's expense.
37
38                         (j)   The provisions of this subclause shall not
39                               operate so as to require the State to cause a
40                               Special Railway Licence or a Lateral Access
41                               Road Licence to be granted or any land

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                                                                      s. 10



 1                       included in the Special Railway Licence as
 2                       mentioned above until all processes necessary
 3                       under any laws relating to native title to enable
 4                       that grant or inclusion of land to proceed, have
 5                       been completed.
 6
 7           Construction and operation of Railway
 8
 9           (7)   (a)   Subject to and in accordance with approved
10                       proposals, the Rail Safety Act and the grant of
11                       the relevant Special Railway Licence and any
12                       associated Lateral Access Road Licences the
13                       Company shall in a proper and workmanlike
14                       manner and in accordance with recognised
15                       standards for railways of a similar nature
16                       operating under similar conditions construct the
17                       Railway and associated Additional Infrastructure
18                       and access roads within the Railway Corridor
19                       and shall also construct inter alia any necessary
20                       sidings, crossing points, bridges, signalling
21                       switches and other works and appurtenances and
22                       provide for crossings and (where appropriate and
23                       required by the Minister) grade separation or
24                       other protective devices including flashing lights
25                       and boom gates at places where the Railway
26                       crosses or intersects with major roads or existing
27                       railways.
28
29                 (b)   The Company shall while the holder of a
30                       Special Railway Licence:
31
32                       (i)     keep the Railway the subject of that
33                               licence in an operable state; and
34
35                       (ii)    ensure that the Railway the subject of
36                               that licence is operated in a safe and
37                               proper manner in compliance with all
38                               applicable laws from time to time; and
39
40                       (iii)   without limiting subparagraph (ii) ensure
41                               that the obligations imposed under the

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 1                                     Rail Safety Act on an owner and an
 2                                     operator (as those terms are therein
 3                                     defined) are complied with in connection
 4                                     with the Railway the subject of that
 5                                     licence.
 6
 7                               Nothing in this Agreement shall be construed to
 8                               exempt the Company or any other person from
 9                               compliance with the Rail Safety Act or limit its
10                               application to the Company's operations
11                               generally (except as otherwise may be provided
12                               in that Act or regulations made under it).
13
14                         (c)   The Company shall provide crossings for
15                               livestock and also for any roads, other railways,
16                               conveyors, pipelines and other utilities which
17                               exist at the date of grant of the relevant Special
18                               Railway Licence or in respect of land
19                               subsequently included in it at the date of such
20                               inclusion and the Company shall on reasonable
21                               terms and conditions allow such crossings for
22                               roads, railways, conveyors, pipelines and other
23                               utilities which may be constructed for future
24                               needs and which may be required to cross a
25                               Railway constructed pursuant to this clause.
26
27                         (d)   Subject to clause 9C, the Company shall at all
28                               times be the holder of Special Railway Licences
29                               and Lateral Access Road Licences granted
30                               pursuant to this clause and (without limiting
31                               clause 10(j) but subject to clause 9C) shall at all
32                               times own manage and control the use of each
33                               Railway the subject of a Special Railway
34                               Licence held by the Company.
35
36                         (e)   The Company shall not be entitled to exclusive
37                               possession of the land the subject of a Special
38                               Railway Licence or Lateral Access Road
39                               Licence granted pursuant to this clause to the
40                               intent that the State, the Minister, the Minister
41                               for Mines and any persons authorised by any of

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                                                                      s. 10



 1                       them from time to time shall be entitled to enter
 2                       upon the land or any part of it at all reasonable
 3                       times and on reasonable notice with all
 4                       necessary vehicles, plant and equipment and for
 5                       purposes related to this Agreement or such
 6                       other purposes as they think fit but in doing so
 7                       shall be subject to the reasonable directions of
 8                       the Company so as not to unreasonably
 9                       interfere with the Company's operations.
10
11                 (f)   The Company's ownership of a Railway
12                       constructed pursuant to this clause shall not
13                       give it an interest in the land underlying it.
14
15                 (g)   The Company shall not at any time without the
16                       prior consent of the Minister dismantle, sell or
17                       otherwise dispose of any part or parts of any
18                       Railway constructed pursuant to this clause, or
19                       permit this to occur, other than for the purpose
20                       of maintenance, repair, upgrade or renewal.
21
22                 (h)   The Company shall, subject to and in
23                       accordance with approved proposals, in a
24                       proper and workmanlike manner, construct any
25                       Additional Infrastructure, access roads, Lateral
26                       Access Roads and other works approved for
27                       construction under this clause.
28
29                 (i)   The Company shall while the holder of a
30                       Special Railway Licence at all times keep and
31                       maintain in good repair and working order and
32                       condition (which obligation includes, where
33                       necessary, replacing or renewing all parts which
34                       are worn out or in need of replacement or
35                       renewal due to their age or condition) the
36                       Railway, access roads and Additional
37                       Infrastructure (if any) the subject of that licence
38                       and all such other works installations plant
39                       machinery and equipment for the time being the
40                       subject of this Agreement and used in
41                       connection with the operation use and

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     s. 10



 1                               maintenance of that Railway, access roads and
 2                               Additional Infrastructure (if any).
 3
 4                         (j)   Subject to clause 9C, the Company shall:
 5
 6                               (i)     be responsible for the cost of
 7                                       construction and maintenance of all
 8                                       Private Roads constructed pursuant to
 9                                       this clause; and
10
11                               (ii)    at its own cost erect signposts and take
12                                       other steps that may be reasonable in the
13                                       circumstances to prevent any persons and
14                                       vehicles (other than those engaged upon
15                                       the Company's activities and its invitees
16                                       and licensees) from using the Private
17                                       Roads; and
18
19                               (iii)   at any place where any Private Roads are
20                                       constructed by the Company so as to
21                                       cross any railways or public roads
22                                       provide at its cost such reasonable
23                                       protection and signposting as may be
24                                       required by the Commissioner of Main
25                                       Roads or the Public Transport Authority
26                                       as the case may be.
27
28                         (k)   The provisions of clauses 9(2)(a) and (3)
29                               regarding third party access as well as the
30                               proviso to clause 9(2)(a) shall apply mutatis
31                               mutandis to any Railway or Railway spur line
32                               constructed pursuant to this clause except that
33                               the Company shall not be obliged to transport
34                               passengers upon any such Railway or Railway
35                               spur line.




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                                                                     s. 10



 1
 2           Aboriginal Heritage Act 1972 (WA)
 3
 4           (8)   For the purposes of this clause the Aboriginal
 5                 Heritage Act 1972 (WA) applies as if it were modified
 6                 by:
 7
 8                 (a)   the insertion before the full stop at the end of
 9                        section 18(1) of the words:
10
11                       "and the expression "the Company" means the
12                       persons from time to time comprising "the
13                       Company" in their capacity as such under the
14                       agreement approved by and scheduled to the
15                       Iron Ore (Robe River) Agreement Act 1964, as
16                       from time to time added to, varied or amended
17                       in relation to the use or proposed use of land
18                       pursuant to clause 9D of that agreement after
19                       and in accordance with approved proposals
20                       under clause 9D of that agreement and in
21                       relation to the use of that land before any such
22                       approval of proposals where the Company has
23                       the requisite authority to enter upon and so use
24                       the land";
25
26                 (b)   the insertion in sections 18(2), 18(4), 18(5) and
27                       18(7) of the words "or the Company as the case
28                       may be" after the words "owner of any land";
29
30                 (c)   the insertion in section 18(3) of the words "or
31                       the Company as the case may be" after the
32                       words "the owner";
33
34                 (d)   the insertion of the following sentences at the
35                       end of section 18(3):
36
37                       "In relation to a notice from the Company the
38                       conditions that the Minister may specify can as
39                       appropriate include, among other conditions, a
40                       condition restricting the Company's use of the
41                       relevant land to after the approval or deemed

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     s. 10



 1                                approval as the case may be under the
 2                                abovementioned agreement of all of the
 3                                Company's      submitted    initial proposals
 4                                thereunder for the Railway Operation (as
 5                                defined in clause 9D(1) of the abovementioned
 6                                agreement), or in the case of additional
 7                                proposals submitted or to be submitted by the
 8                                Company to after the approval or deemed
 9                                approval under that agreement of such
10                                additional proposals, and to the extent so
11                                approved. "; and
12
13                          (e)   the insertion in sections 18(2) and 18(5) of the
14                                 words "or it as the case may be" after the word
15                                 "he".
16
17                          The Company acknowledges that nothing in this
18                          subclause (8) nor the granting of any consents under
19                          section 18 of the Aboriginal Heritage Act 1972 (WA)
20                          will constitute or is to be construed as constituting the
21                          approval of any proposals submitted or to be
22                          submitted by the Company under this Agreement or as
23                          the grant or promise of land tenure for the purposes of
24                          this Agreement.
25
26                    Taking of land for the purposes of this clause
27
28                   (9)    (a)   The State is hereby empowered, as and for a
29                                public work under Parts 9 and 10 of the LAA,
30                                to take for the purposes of this clause any land
31                                (other than any part of a Port) which in the
32                                opinion of the Company is necessary for the
33                                relevant Railway Operation and which the
34                                Minister determines is appropriate to be taken
35                                for the relevant Railway Operation (except any
36                                land the taking of which would be contrary to
37                                the provisions of a Government agreement
38                                entered into before the submission of the
39                                proposals relating to the proposed taking) and
40                                notwithstanding any other provisions of that
41                                Act may license that land to the Company.

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                                                                          s. 10



 1
 2                  (b)   In applying Parts 9 and 10 of the LAA for the
 3                        purposes of this clause:
 4
 5                        (i)     "land" in that Act includes a legal or
 6                                equitable estate or interest in land;
 7
 8                        (ii)    sections 170, 171, 172, 173, 174, 175 and
 9                                184 of that Act do not apply; and
10
11                        (iii)   that Act applies as if it were modified in
12                                section 177(2) by inserting -

13                                (A)   after "railway" the following -

14                                      "or land is being taken pursuant to
15                                      a Government agreement as
16                                      defined in section 2 of the
17                                      Government Agreements Act 1979
18                                      (WA)"; and

19                                (B)   after "that Act" the following -

20                                      "or that Agreement as the case may
21                                      be".

22                  (c)   The Company shall pay to the State on demand
23                        the costs of or incidental to any land taken at
24                        the request of and on behalf of the Company
25                        including but not limited to any compensation
26                        payable to any holder of native title or of native
27                        title rights and interests in the land.
28
29           Notification of Railway Operation Date
30
31           (10)   (a)   The Company shall from the date occurring 6
32                        months before the date for completion of
33                        construction of a Railway specified in its time
34                        program for the commencement and completion
35                        of construction of that Railway submitted under


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 1                                 subclause (4)(a), keep the Minister fully
 2                                 informed as to:
 3
 4                                 (i)    the progress of that construction and its
 5                                        likely completion and commissioning;
 6                                        and
 7
 8                                 (ii)   the likely Railway Operation Date.
 9
10                          (b)    The Company shall on the Railway Operation
11                                 Date notify the Minister that the first carriage of
12                                 iron ore, freight goods or other products as the
13                                 case may be over the Railway (other than for
14                                 construction or commissioning purposes) has
15                                 occurred.
16
17                          (c)    The Company shall from the date occurring 6
18                                 months before the date for completion of
19                                 construction of a Railway spur line specified in
20                                 its time program for the commencement and
21                                 completion of construction of that spur line
22                                 submitted under subclause (5)(c) keep the
23                                 Minister fully informed as to:
24
25                                (i)     the progress of that construction and its
26                                        likely completion and commissioning;
27                                        and
28
29                                (ii)    in respect of it, the likely Railway spur
30                                        line Operation Date.
31
32                          (d)    The Company shall on the Railway spur line
33                                 Operation Date in respect of any Railway spur
34                                 line notify the Minister that the first carriage of
35                                 iron ore, freight goods or other products as the
36                                 case may be over such spur line (other than for
37                                 construction or commissioning purposes) has
38                                 occurred";
39




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                                                                           s. 10



 1   (12) in clause 10(a)(i) by deleting the comma at the end of
 2        subparagraph (c) and substituting a semi colon followed by:
 3
 4         "(D) in relation to electrical energy but not water, the Company
 5              for the purpose of supply to:
 6
 7               (i)     "the Company" or "Joint Venturers" as the case may
 8                       be as defined in, and for the purpose of an Integration
 9                       Agreement, for its or their purposes thereunder;
10
11               (ii)    the holders from time to time of a Mining Act 1978
12                       mining lease located in, or proximate to, the Pilbara
13                       region of the said State which is held by a Related
14                       Entity alone or with a third party or parties (excluding
15                       any mining lease granted pursuant to, or held under, a
16                       Government agreement) for the purpose of their iron
17                       ore mining operations on that mining lease; and
18
19               (iii)   with the prior approval of the Minister, "the
20                       Company" or "the Joint Venturers" as the case may be
21                       as defined in, and for the purpose of a Government
22                       agreement (excluding an Integration Agreement) for
23                       the mining of iron ore in, or proximate to, the Pilbara
24                       region of the said State for the purpose of its or their
25                       operations under that agreement,";
26
27   (13) in clause 10(d) by inserting "or held pursuant hereto" after
28        "hereunder or pursuant hereto";
29
30   (14) in clause 10(e) by:
31
32         (a)   inserting "or pursuant hereto" after "granted hereunder"; and
33
34         (b)   inserting " or held pursuant hereto" after "clause 13 hereof";
35
36   (15) in clause 10(l) by:
37
38         (a)   inserting "granted under or pursuant to this Agreement, or
39               held pursuant to this Agreement" after "licence or other
40               title";
41


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 1                 (b)   inserting "or held pursuant hereto" after each of the two
 2                       references to "granted hereunder or pursuant hereto"; and
 3
 4                 (c)   deleting "occupied by the Company" and substituting "the
 5                       subject of any lease licence easement or other title granted
 6                       under or pursuant to this Agreement or held pursuant to this
 7                       Agreement";
 8
 9           (16) by deleting clause 11A;
10
11           (17) by inserting the following sentence at the end of clause 12:
12
13                 "As a separate independent indemnity the Company will indemnify
14                 and keep indemnified the State and its servants agents and
15                 contractors in respect of all actions suits claims demands or costs
16                 of third parties arising out of or in connection with any use, making
17                 available for use or other activities of the Company as referred to
18                 in clause 9B.";
19
20           (18) in clause 14(1) by inserting "or held pursuant hereto" after "granted
21                hereunder or pursuant hereto"; and
22
23           (19) by inserting after the Schedule the following new schedules:
24




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                                                                                 s. 10



 1                              "SECOND SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5             IRON ORE (ROBE RIVER) AGREEMENT ACT 1964
 6
 7                                MINING ACT 1978
 8
 9         MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
10                           PURPOSES
11
12
13   No.   MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
16   by and scheduled to the Iron Ore (Robe River) Agreement Act 1964, as from
17   time to time added to, varied or amended, the State agreed to grant to [     ]
18   (hereinafter with its successors and permitted assigns called "the Company") a
19   miscellaneous licence for the construction operation and maintenance of a
20   Railway (as defined in clause 9D(1) of the Agreement and otherwise as
21   provided in the Agreement) and, if applicable, other purposes AND WHEREAS
22   the Company pursuant to clause 9D(6)(a) of the Agreement has made
23   application for the said licence;
24
25   NOW in consideration of the rents reserved by and the provisions of the
26   Agreement and in pursuance of the Iron Ore (Robe River) Agreement Act 1964,
27   as from time to time added to, varied or amended, the Company is hereby
28   granted by this licence authority to conduct on the land the subject of this
29   licence as more particularly delineated and described from time to time in the
30   Schedule hereto all activities (including the taking of stone, sand, clay and
31   gravel, the provision of temporary accommodation facilities for the railway
32   workforce in accordance with the Agreement and, subject to the Rights in Water
33   and Irrigation Act 1914 (WA), the operation of water bores) necessary for the
34   planning, design, construction, commissioning, operation and maintenance on
35   the land the subject of this licence of the Railway and Additional Infrastructure
36   (as defined in clause 9D(1) of the Agreement) and access roads to be located on
37   the land the subject of this licence in accordance with the provisions of the
38   Agreement and proposals approved under the Agreement, for the term of 50
39   years from the date hereof (subject to the sooner determination of the term upon
40   the determination of the Agreement) and upon and subject to the terms
41   covenants and conditions set out in the Agreement and the Mining Act 1978 as

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     s. 10



 1   it applies to this licence, and any amendments to the Agreement and the Mining
 2   Act 1978 from time to time and to the terms and conditions (if any) now or
 3   hereafter endorsed hereon and the payment of rentals in respect of this licence
 4   in accordance with clause 9D(6)(a)(i) of the Agreement PROVIDED ALWAYS
 5   that this licence shall not be determined or forfeited otherwise than in
 6   accordance with the Agreement.
 7
 8   In this licence:
 9
10   -          If the Company be more than one the liability of the Company
11              hereunder shall be joint and several.
12
13   -          Reference to an Act includes all amendments to that Act for the time
14              being in force and also any Act passed in substitution therefore or in
15              lieu thereof and to the regulations and by-laws of the time being in
16              force thereunder.
17
18   -          Reference to "the Agreement" means such agreement as from time to
19              time added to, varied or amended.
20
21   -          The terms "approved proposals", "Railway", "Railway Operation
22              Date", and "Railway spur line" have the meanings given in the
23              Agreement.
24


25   ENDORSEMENTS AND CONDITIONS
26
27   Endorsements
28
29   1.         This licence is granted in accordance with proposals submitted on
30              [ ], and approved by the Minister (as defined in the Agreement) on
31              [ ], under the Agreement.
32
33   2.         The Company is permitted to, in accordance with approved proposals,
34              take stone, sand, clay and gravel from the land the subject of this
35              licence for the construction, operation and maintenance of the Railway
36              (including any Railway spur line) constructed within or approved for
37              construction within the area of land the subject of this licence.
38
39   3.         Notwithstanding the Mining Act 1978, no royalty shall be payable
40              under the Mining Act 1978 in respect of stone, sand, clay and gravel

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                                                                               s. 10



 1           which the Company is permitted by the Agreement to obtain from the
 2           land the subject of this licence.
 3
 4   4.      [Any further endorsement which the Minister for Mines may,
 5           consistent with the provisions of the Agreement, determines and
 6           thereafter impose in respect of this licence including during the term
 7           of the Agreement.]
 8
 9   Conditions
10
11   1.      (a)      Except as provided in paragraph (b), the Company shall
12                    within 2 years after the Railway Operation Date surrender in
13                    accordance with the provisions of the Mining Act 1978 the
14                    area of this licence down to a maximum of 100 metres width
15                    or as otherwise approved by the Minister (as defined in the
16                    Agreement) for the safe operation of the Railway then
17                    constructed or approved for construction under approved
18                    proposals.
19
20           (b)      Paragraph (a) shall not apply to land the subject of this
21                    licence that was included in this licence pursuant to clause
22                    9D(6)(h) or clause 9D(6)(i) of the Agreement.
23
24   2.       The Company shall as soon as possible after the construction of a
25            Railway spur line or of an expansion or extension thereof as the case
26            may be surrender in accordance with the Mining Act 1978 the land
27            the subject of this licence that was included in this licence pursuant
28            to clause 9D(6)(h) of the Agreement for the purpose of such
29            construction down to a maximum of 100 metres in width or as
30            otherwise approved by the Minister (as defined in the Agreement) for
31            the safe operation of that Railway spur line or expansion or extension
32            thereof as the case may be then constructed or approved for
33            construction under approved proposals.
34
35   3.      [Any further conditions which the Minister for Mines may, consistent
36           with the provisions of the Agreement, determines and thereafter
37           impose in respect of this licence including during the term of the
38           Agreement.]
39




                                                                          page 221
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     s. 10



 1                                SCHEDULE
 2
 3                               Land description
 4
 5   Locality:
 6   Mineral Field
 7   Area:
 8
 9   DATED at Perth this                    day of                     .
10
11   MINISTER FOR MINES
12




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                                                                                s. 10



 1                              THIRD SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5             IRON ORE (ROBE RIVER) AGREEMENT ACT 1964
 6
 7                                MINING ACT 1978
 8
 9      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.   MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
15   by and scheduled to the Iron Ore (Robe River) Agreement Act 1964, as from
16   time to time added to, varied or amended, the State agreed to grant to [     ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 9D(6)(a)(ii) of the Agreement has made application for the
21   said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Robe River) Agreement Act 1964,
25   as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in accordance
28   with the provisions of the Agreement and proposals approved under the
29   Agreement for a term of 4 years commencing on the date hereof (subject to the
30   sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
33   this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 9D(6)(a)(ii) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




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     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   In this licence:
 2
 3   -          If the Company be more than one the liability of the Company
 4              hereunder shall be joint and several.
 5
 6   -          Reference to an Act includes all amendments to that Act for the time
 7              being in force and also any Act passed in substitution therefore or in
 8              lieu thereof and to the regulations and by-laws of the time being in
 9              force thereunder.
10
11   -          Reference to "the Agreement" means such agreement as from time to
12              time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.         This licence is granted in accordance with proposals submitted on
19              [ ], and approved by the Minister (as defined in the Agreement) on
20              [ ], under the Agreement.
21
22   2.         [Any further endorsement which the Minister for Mines may,
23              consistent with the provisions of the Agreement, determines and
24              thereafter impose in respect of this licence including during the term
25              of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33                                     SCHEDULE
34
35                                  Description of land
36
37   Locality:
38   Mineral Field:
39   Area:
40


     page 224
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
              Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                                                  s. 10



 1   DATED at Perth this                        day of                        .
 2
 3   MINISTER FOR MINES
 4
 5
 6                              FOURTH SCHEDULE
 7
 8                             WESTERN AUSTRALIA
 9
10             IRON ORE (ROBE RIVER) AGREEMENT ACT 1964
11
12                                MINING ACT 1978
13
14      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
15
16
17   No.   MISCELLANEOUS LICENCE [ ]
18
19   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
20   by and scheduled to the Iron Ore (Robe River) Agreement Act 1964, as from
21   time to time added to, varied or amended, the State agreed to grant to [     ]
22   (hereinafter with its successors and permitted assigns called "the Company") a
23   miscellaneous licence for the construction use and maintenance of a Lateral
24   Access Road (as defined in the Agreement) AND WHEREAS the Company
25   pursuant to clause 9D(6)(b) of the Agreement has made application for the said
26   licence;
27
28   NOW in consideration of the rents reserved by and the provisions of the
29   Agreement and in pursuance of the Iron Ore (Robe River) Agreement Act 1964,
30   as from time to time added to, varied or amended, the Company is hereby
31   authorised to construct use and maintain a road on the land more particularly
32   delineated and described from time to time in the Schedule hereto in accordance
33   with the provisions of the Agreement and proposals approved under the
34   Agreement for a term of 4 years commencing on the date hereof (subject to the
35   sooner determination of the term upon the cessation or determination of the
36   Agreement) and for the purposes and upon and subject to the terms covenants
37   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
38   this licence, and any amendments to the Agreement and the Mining Act 1978
39   from time to time and to the terms and conditions (if any) now or hereafter
40   endorsed hereon and the payment of rentals in respect of this licence in
41   accordance with clause 9D(6)(b) of the Agreement PROVIDED ALWAYS that

                                                                           page 225
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   this licence shall not be determined or forfeited otherwise than in accordance
 2   with the Agreement.
 3
 4   In this licence:
 5
 6   -          If the Company be more than one the liability of the Company
 7              hereunder shall be joint and several.
 8
 9   -          Reference to an Act includes all amendments to that Act for the time
10              being in force and also any Act passed in substitution therefore or in
11              lieu thereof and to the regulations and by-laws of the time being in
12              force thereunder.
13
14   -          Reference to "the Agreement" means such agreement as from time to
15              time added to, varied or amended.
16


17   ENDORSEMENTS AND CONDITIONS
18
19   Endorsements
20
21   1.         This licence is granted in accordance with proposals submitted on
22              [ ], and approved by the Minister (as defined in the Agreement) on
23              [ ], under the Agreement.
24
25   2.         [Any further endorsement which the Minister for Mines may,
26              consistent with the provisions of the Agreement, determines and
27              thereafter impose in respect of this licence including during the term
28              of the Agreement.]
29
30   Conditions
31
32   [Such conditions which the Minister for Mines may, consistent with the
33   provisions of the Agreement, determines and thereafter impose in respect of the
34   licence, including during the term of the Agreement.]
35




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                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
              Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                                           s. 10



 1                                SCHEDULE
 2
 3                              Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                     day of                    .
10
11   MINISTER FOR MINES          ".
12
13
14
15




                                                                    page 227
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   EXECUTED as a deed.
 2


 3   SIGNED by THE HONOURABLE                      )
 4   COLIN JAMES BARNETT                           )     [Signature]
 5   in the presence of:                           )
 6
                [Signature]
             STEPHEN WOOD
 7
 8
 9
10   Signed for ROBE RIVER LIMITED                 )
11   ACN 008 478 493 by its attorney in the:       )
12   presence of:                                  )
13
     [Signature]                               [Signature]
     Witness Signature                         Attorney Signature
14
     HELEN FERNIHOUGH                          ALAN DAVIES
     Print Name                                Print Name
15
16
17
18   THE COMMON SEAL of ROBE                       )
19   RIVER MINING CO PTY. LIMITED                  )
20   ACN 008 694 246 was hereunto affixed          )     [C.S.]
21   by authority of the Directors in the          )
22   presence of:                                  )
23
     [Signature]                               ALAN DAVIES
     Director
24
     [Signature]                               HELEN FERNIHOUGH
     Secretary
25
26




     page 228
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
               Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                                         s. 10



 1   THE COMMON SEAL of               )
 2   MITSUI IRON ORE                             )
 3   DEVELOPMENT PTY. LTD.                       )         [C.S.]
 4   ACN 008 734 361 was hereunto                )
 5   affixed by authority of the Directors       )
 6   in the presence of:                         )
 7
     [Signature]                             YOICHI HASHIMOTO
     Director
 8
     [Signature]                             JOHN SMITH
     Director/Secretary
 9
10
11
12   Signed by NORTH MINING                      )
13   LIMITED ACN 000 081 434 by                  )
14   its attorney in the presence of:            )
15
     [Signature]                             [Signature]
     Witness Signature                       Attorney Signature
16
     HELEN FERNIHOUGH                        ALAN DAVIES
     Print Name                              Print Name
17
18




                                                                     page 229
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   CAPE LAMBERT IRON ASSOCIATES
 2
 3   Signed by NIPPON STEEL                      )
 4   AUSTRALIA PTY. LTD.                         )
 5   ACN 001 445 049 by its duly appointed       )
 6   attorney MITSUI IRON ORE                    )         [C.S.]
 7   DEVELOPMENT PTY. LTD.                       )
 8   ACN 008 734 361 hereunto affixing           )
 9   its Seal by authority of the Directors      )
10   in the presence of:
11
     [Signature]                              YOICHI HASHIMOTO
     Director
12
     [Signature]                              JOHN SMITH
     Director/Secretary
13
14
15
16   Signed by SUMITOMO METAL                    )
17   AUSTRALIA PTY. LTD.                         )
18   ACN 001 444 604 by its duly appointed       )
19   attorney MITSUI IRON ORE                    )         [C.S.]
20   DEVELOPMENT PTY. LTD.                       )
21   ACN 008 734 361 hereunto affixing           )
22   its Seal by authority of the Directors      )
23   in the presence of:                         )
24
     [Signature]                              YOICHI HASHIMOTO
     Director
25
     [Signature]                              JOHN SMITH
     Director/Secretary
26




     page 230
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
               Iron Ore (Robe River) Agreement Act 1964 amended         Part 3

                                                                         s. 10



 1   The COMMON SEAL of MITSUI                     )
 2   IRON ORE DEVELOPMENT PTY.                     )
 3   LTD. ACN 008 734 361 was hereunto             )     [C.S.]
 4   affixed by authority of the Directors in      )
 5   the presence of:                              )
 6
     [Signature]                                YOICHI HASHIMOTO
     Director
 7
     [Signature]                                JOHN SMITH
     Secretary
 8
 9
10
11   PANNAWONICA IRON ASSOCIATES
12
13   Signed by NIPPON STEEL                        )
14   AUSTRALIA PTY. LTD.                           )
15   ACN 001 445 049 by its duly appointed         )
16   attorney MITSUI IRON ORE                      )     [C.S.]
17   DEVELOPMENT PTY. LTD.                         )
18   ACN 008 734 361 hereunto affixing             )
19   its Seal by authority of the Directors        )
20   in the presence of:
21
     [Signature]                                YOICHI HASHIMOTO
     Director
22
     [Signature]                                JOHN SMITH
     Secretary
23
24
25




                                                                     page 231
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 3         Iron Ore (Robe River) Agreement Act 1964 amended

     s. 10



 1   Signed by SUMITOMO METAL                    )
 2   AUSTRALIA PTY. LTD.                         )
 3   ACN 001 444 604 by its duly appointed       )
 4   attorney MITSUI IRON ORE                    )         [C.S.]
 5   DEVELOPMENT PTY. LTD.                       )
 6   ACN 008 734 361 hereunto affixing           )
 7   its Seal by authority of the Directors      )
 8   in the presence of:                         )
 9
     [Signature]                              YOICHI HASHIMOTO
     Director
10
     [Signature]                              JOHN SMITH
     Secretary
11




     page 232
                       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                 Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                              s. 11



 1               Part 4 -- Iron Ore (Mount Bruce) Agreement
 2                           Act 1972 amended
 3   11.          Act amended
 4                This Part amends the Iron Ore (Mount Bruce) Agreement
 5                Act 1972.

 6   12.          Section 2 amended
 7         (1)    At the end of section 2 insert:
 8

 9                      the 2010 Variation Agreement means the agreement a
10                      copy of which is set forth in the Fourth Schedule.
11

12         (2)    In section 2 in the definition of the Agreement delete
13                "Agreement and the 1987 Variation Agreement;" and insert:
14

15                      Agreement, the 1987 Variation Agreement, the Iron
16                      Ore Agreements Legislation Amendment Act 2010
17                      Part 6 and the 2010 Variation Agreement;
18

19         (3)    In section 2 in the definition of the 1987 Variation Agreement
20                delete "Schedule." and insert:
21

22                Schedule;
23


24   13.          Sections 4B and 4C inserted
25                After section 4A insert:
26


27           4B.        2010 Variation Agreement
28                (1)   The 2010 Variation Agreement is ratified and its
29                      implementation is authorised.

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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1              (2)   Without limiting or otherwise affecting the
 2                    Government Agreements Act 1979, the 2010 Variation
 3                    Agreement is to operate and take effect despite any
 4                    other Act or law.

 5           4C.      State empowered under clause 20E(9)(a)
 6                    The State has power in accordance with
 7                    clause 20E(9)(a) of the Agreement.
 8


 9   14.        Fourth Schedule inserted
10              After the Third Schedule insert:




     page 234
           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                 s. 14



 1    Fourth Schedule -- 2010 Variation Agreement
 2                                                               [s. 2]
 3                              2010
 4
 5
 6
 7          THE HONOURABLE COLIN JAMES BARNETT
 8       PREMIER OF THE STATE OF WESTERN AUSTRALIA
 9
10
11                              AND
12
13
14            MOUNT BRUCE MINING PTY. LTD.
15                   ACN 008 714 010
16
17
18
19
20
21      IRON ORE (MOUNT BRUCE) AGREEMENT 1972
22
23           RATIFIED VARIATION AGREEMENT
24
25
26
27
28                       [Solicitor's details]
29
30
31
32
33
34
35
36
37
38
39
40


                                                             page 235
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6
 7   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 8   State of Western Australia acting for and on behalf of the said State and
 9   instrumentalities thereof from time to time (State)
10
11   AND
12
13   MOUNT BRUCE MINING PTY. LIMITED ACN 008 714 010 of Level 22,
14   Central Park, 152-158 St Georges Terrace, Perth, Western Australia
15   (Company).
16
17
18   RECITALS
19
20   A.      The State and the Company are the parties to the agreement dated 10
21           March 1972 ratified by and scheduled to the Iron Ore (Mount Bruce)
22           Agreement Act 1972 and which as subsequently added to, varied or
23           amended is referred to in this Agreement as the "Principal Agreement".
24
25   B.      The State and the Company wish to vary the Principal Agreement.
26
27
28   THE PARTIES AGREE AS FOLLOWS:
29
30   1.      Subject to the context, the words and expressions used in this Agreement
31           have the same meanings respectively as they have in and for the purpose
32           of the Principal Agreement.
33
34   2.      The State shall introduce and sponsor a Bill in the Parliament of Western
35           Australia to ratify this Agreement and shall endeavour to secure its
36           passage as an Act prior to 31 December 2010 or such later date as the
37           parties may agree.
38
39   3.      (a)   Clause 4 does not come into operation unless or until an Act passed
40                 in accordance with clause 2 ratifies this Agreement.
41


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                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                                     s. 14



 1        (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
 2              clause 2, clause 4 has not come into operation then unless the
 3              parties hereto otherwise agree this Agreement shall cease and
 4              determine and neither party shall have any claim against the other
 5              party with respect to any matter or thing arising out of or done or
 6              performed or omitted to be done or performed under this
 7              Agreement.
 8
 9   4.   The Principal Agreement is hereby varied as follows:

10        (1)         in clause 1:

11              (a)      by deleting the current definitions of "direct shipping ore",
12                       "fine ore", "fines" and f.o.b. revenue";

13              (b)      by inserting in the appropriate alphabetical positions the
14                       following new definitions:
15
16                       "agreed or determined" means agreed between the Company
17                       and the Minister or, failing agreement within three months of
18                       the Minister giving notice to the Company that he requires
19                       the value of a quantity of iron ore to be agreed or
20                       determined, as determined by the Minister (following, if
21                       requested by the Company, consultation with the Company
22                       and its consultants in regard thereto) and in agreeing or
23                       determining a fair and reasonable market value of such iron
24                       ore assessed on an arm's length basis the Company and/or
25                       the Minister as the case may be shall have regard to:
26
27                       (i)     in the case of iron ore initially sold at cost pursuant to
28                               paragraph (B) of the proviso to clause 12(1)(d), the
29                               prices for that type of iron ore prevailing at the time
30                               the price for such iron ore was agreed between the
31                               arm's length purchaser referred to in paragraph
32                               (B)(iii) of that proviso and the seller in relation to the
33                               type of sale and the relevant international seaborne
34                               iron ore market into which such iron ore was sold and
35                               where prices beyond the deemed f.o.b. point are
36                               being considered the deductions mentioned in the
37                               definition of f.o.b. value; and
38


                                                                                page 237
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1                   (ii)    in any other case, the prices for that type of iron ore
 2                           prevailing at the time the price for such iron ore was
 3                           agreed between the Company and the purchaser in
 4                           relation to the type of sale and the market into which
 5                           such iron ore was sold and where prices beyond the
 6                           deemed f.o.b. point are being considered the
 7                           deductions mentioned in the definition of f.o.b. value;
 8
 9                    "approved proposal" means a proposal approved or
10                    determined under this Agreement;

11                    "beneficiated ore" means iron ore that has been concentrated
12                    or upgraded (otherwise than solely by crushing, screening,
13                    separating by hydrocycloning or a similar technology which
14                    uses primarily size as a criterion, washing, scrubbing,
15                    trommelling or drying or by a combination of 2 or more of
16                    those processes) by the Company in a plant constructed
17                    pursuant to a proposal approved pursuant to an Integration
18                    Agreement or in such other plant as is approved by the
19                    Minister after consultation with the Minister for Mines and
20                    "beneficiation" and "beneficiate" have corresponding
21                    meanings;

22                    "deemed f.o.b. point" means on ship at the relevant loading
23                    port;

24                    "deemed f.o.b. value" means an agreed or determined value
25                    of the iron ore as if the iron ore was sold f.o.b. at the deemed
26                    f.o.b. point as at:

27                    (a)   in the case of iron ore the property of the Company
28                          which is shipped out of the said State, the date of
29                          shipment; and

30                    (b)   in any other case, the date of sale, transfer of
31                          ownership, disposal or use as the case may be;

32                    "EP Act" means the Environmental Protection Act 1986
33                    (WA);




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           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                       s. 14



 1            "fine ore" means iron ore (not being beneficiated ore) which
 2            is screened and will pass through a 6.3 millimetre mesh
 3            screen;

 4            "f.o.b. value" means:

 5            (i)    subject to paragraph (ii), in the case of iron ore
 6                   shipped and sold by the Company, the price which is
 7                   payable for the iron ore by the purchaser thereof to
 8                   the Company or an associated company or, where the
 9                   Minister considers, following advice from the
10                   appropriate Government department, that the price
11                   payable in respect of the iron ore does not represent a
12                   fair and reasonable market value for that type of iron
13                   ore assessed on an arm's length basis, such amount as
14                   is agreed or determined as representing such a fair
15                   and reasonable market value, less all export duties
16                   and export taxes payable to the Commonwealth on
17                   the export of the iron ore and all costs and charges
18                   properly incurred and payable by the Company from
19                   the time the iron ore shall be placed on ship at the
20                   relevant loading port to the time the same is delivered
21                   and accepted by the purchaser including:

22                  (1)    ocean freight;

23                  (2)    marine insurance;

24                  (3)    port and handling charges at the port of
25                         discharge;

26                  (4)    all costs properly incurred in delivering the iron
27                         ore from port of discharge to the smelter and
28                         evidenced by relevant invoices;

29                  (5)    all weighing sampling assaying inspection and
30                         representation costs;

31                  (6)    all shipping agency charges after loading on
32                         and departure of ship from the relevant loading
33                         port;

                                                                   page 239
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1                           (7)   all import taxes by the country of the port of
 2                                 discharge; and

 3                           (8)   such other costs and charges as the Minister
 4                                 may in his discretion consider reasonable in
 5                                 respect of any shipment or sale;

 6                   (ii)    in the case of iron ore initially sold at cost pursuant to
 7                           paragraph (B) of the proviso to clause 12(1)(d), the
 8                           price which is payable for the iron ore by the arm's
 9                           length purchaser as referred to in paragraph (B)(iii)
10                           of that proviso or, where the Minister considers,
11                           following advice from the appropriate Government
12                           department, that the price payable in respect of the
13                           iron ore does not represent a fair and reasonable
14                           market value for that type of iron ore assessed on an
15                           arm's length basis in the relevant international
16                           seaborne iron ore market, such amount as is agreed or
17                           determined as representing such a fair and reasonable
18                           market value, less all duties, taxes, costs and charges
19                           referred to in paragraph (i) above;

20                   (iii)   in all other cases, the deemed f.o.b. value.

21                   For the purpose of subparagraph (i) of this definition, it is
22                   acknowledged that the consideration payable in an arm's
23                   length transaction for iron ore sold solely for testing
24                   purposes may be less than the fair and reasonable market
25                   value for that iron ore and in this circumstance where the
26                   Minister in his discretion is satisfied such consideration
27                   represents the entire consideration payable, the Minister
28                   shall be taken to be satisfied that such entire consideration
29                   represents the fair and reasonable market value;

30                    "Government agreement" has the meaning given in the
31                    Government Agreements Act 1979;




     page 240
           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                   s. 14



 1            "Integration Agreement" means:

 2            (a)   the agreement approved by and scheduled to the Iron
 3                  Ore (Hamersley Range) Agreement Act 1963, as from
 4                  time to time added to, varied or amended; or
 5
 6            (b)   the agreement approved by and scheduled to the Iron
 7                  Ore (Robe River) Agreement Act 1964, as from time
 8                  to time added to, varied or amended; or
 9
10            (c)   the agreement approved by and scheduled to the Iron
11                  Ore (Hamersley Range) Agreement Act Amendment
12                  Act 1968, as from time to time added to, varied or
13                  amended; or
14
15            (d)   the agreement ratified by and scheduled to the Iron
16                  Ore (Mount Bruce) Agreement Act 1972, as from time
17                  to time added to, varied or amended; or
18
19            (e)   the agreement ratified by and scheduled to the Iron
20                  Ore (Hope Downs) Agreement Act 1992, as from time
21                  to time added to, varied or amended; or
22
23            (f)   the agreement ratified by and scheduled to the Iron
24                  Ore (Yandicoogina) Agreement Act 1996, as from
25                  time to time added to, varied or amended; or
26
27            (g)   the agreement approved by and scheduled to the Iron
28                  Ore (Mount Newman) Agreement Act 1964, as from
29                  time to time added to, varied or amended; or
30
31            (h)   the agreement approved by and scheduled to the Iron
32                  Ore (Mount Goldsworthy) Agreement Act 1964, as
33                  from time to time added to, varied or amended; or
34
35            (i)   the agreement ratified by and scheduled to the Iron
36                  Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
37                  as from time to time added to, varied or amended; or
38
39            (j)   the agreement authorised by and as scheduled to the
40                  Iron Ore (McCamey's Monster) Agreement

                                                              page 241
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1                          Authorisation Act 1972, as from time to time added to,
 2                          varied or amended; or
 3
 4                    (k)   the agreement ratified by and scheduled to the Iron
 5                          Ore (Marillana Creek) Agreement Act 1991, as from
 6                          time to time added to, varied or amended;
 7
 8                    "Integration Proponent" means in relation to an Integration
 9                    Agreement, "the Company" or "the Joint Venturers" as the
10                    case may be as defined in, and for the purpose of, that
11                    Integration Agreement;

12                    "iron ore" includes, without limitation, beneficiated ore;
13
14                    "laws relating to native title" means laws applicable from
15                    time to time in the said State in respect of native title and
16                    includes the Native Title Act 1993 (Commonwealth);

17                   "loading port" means:

18                   (a)    the Port of Dampier; or
19
20                   (b)    Port Walcott; or
21
22                   (c)    the Port of Port Hedland; or
23
24                   (d)    any other port constructed after the variation date
25                          under an Integration Agreement; or
26
27                   (e)    such other port approved by the Minister at the
28                          request of the Company from time to time for the
29                          shipment of iron ore from the mineral lease;

30                    "lump ore" means iron ore (not being beneficiated ore)
31                    which is screened and will not pass through a 6.3 millimetre
32                    mesh screen;

33                    "Minister for Mines" means the Minister in the Government
34                    of the said State for the time being responsible (under
35                    whatsoever title) for the administration of the Mining Act
36                    1978 (WA);

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           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                        s. 14



 1
 2             "Related Entity" means a company in which:
 3
 4             (a)   as at 21 June 2010; and
 5
 6             (b)   after 21 June 2010, with the approval of the Minister,
 7
 8             a direct or (through a subsidiary or subsidiaries within the
 9             meaning of the Corporations Act 2001 (Commonwealth))
10             indirect shareholding of 20% or more is held by:
11
12             (c)   Rio Tinto Limited ABN 96 004 458 404; or
13
14             (d)   BHP Billiton Limited ABN 49 004 028 077; or
15
16             (e)   those companies referred to in paragraphs (c) and (d)
17                   in aggregate;
18
19             "variation date" means the date on which clause 4 of the
20             variation agreement made on or about 17 November 2010
21             between the State and the Company comes into operation;

22             "washing" means a process of separation by water using
23             only size as a criterion;

24       (c)   in the definition of "alternative investments" by deleting "or
25             of corporations which are related to the Company for the
26             purposes of the Companies (Western Australia) Code";

27       (d)   in the definition of "Company's wharf" by inserting "and in
28             clauses 12(1)(d) and 14(1) also any additional wharf
29             constructed by the Company pursuant to this Agreement";

30       (e)   in the definition of "metallised agglomerates" by deleting "or
31             iron ore concentrates";

32       (f)   in the definition of "mineral lease" by inserting "and any
33             areas added to it pursuant to clause 20B" before the semi
34             colon;




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 1                 (g)   in the definition of "secondary processing" by deleting
 2                       "concentration or other beneficiation of iron ore other than
 3                       by crushing or screening" and substituting "beneficiation of
 4                       iron ore";

 5                 (h)   in the sentence beginning "marginal notes" by inserting "and
 6                       clause headings" after "marginal notes; and

 7                 (i)   by inserting after that sentence the following new
 8                       paragraphs:
 9
10                       "Nothing in this Agreement shall be construed:
11
12                       (a)   to exempt the Company from compliance with any
13                             requirement in connection with the protection of the
14                             environment arising out of or incidental to its
15                             activities under this Agreement that may be made by
16                             or under the EP Act; or
17
18                       (b)   to exempt the State or the Company from compliance
19                             with or to require the State or the Company to do
20                             anything contrary to any laws relating to native title or
21                             any lawful obligation or requirement imposed on the
22                             State or the Company as the case may be pursuant to
23                             any laws relating to native title; or
24
25                       (c)   to exempt the Company from compliance with the
26                             provisions of the Aboriginal Heritage Act 1972
27                             (WA).";
28
29           (2)   by inserting after subclause (4) of clause 5 the following new
30                 subclauses:
31
32                 "(4a) A proposal may with the consent of the Minister (except in
33                       relation to an Integration Agreement) and that of any parties
34                       concerned (being in respect of an Integration Agreement the
35                       Integration Proponent for that agreement) provide for the use
36                       by the Company of any works installations or facilities
37                       constructed or established under a Government agreement.
38




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 1         (4b) At the time when the Company submits the said proposals it
 2              shall submit to the Minister details of any services (including
 3              any elements of the project investigations, design and
 4              management) and any works materials, plant, equipment and
 5              supplies that it proposes to consider obtaining from or
 6              having carried out or permitting to be obtained from or
 7              carried out outside Australia together with its reasons
 8              therefore and shall, if required by the Minister, consult with
 9              the Minister with respect thereto.";
10
11   (3)    in clause 5(5) by:
12
13          (a)   inserting "(or where required to be assessed under Part IV of
14                the EP Act within 2 months after the service on him of an
15                authority under    section 45(7) of the EP Act)" after "(2)
16                months after receipt of the proposals";
17
18          (b)   inserting ", subject to the EP Act,"after "State shall as
19                hereinafter permit";
20
21          (c)   deleting the fourth sentence and substituting the following
22                new sentence:
23
24                "The provisions of paragraphs (a)(except subparagraph (iv)),
25                (b), (c) and the proviso to, and second sentence of, paragraph
26                (d) of subclause (7) shall apply mutatis mutandis to such
27                proposals provided that in his notice to the Company of his
28                decision in respect of the proposals the Minister shall also be
29                at liberty to specify in such notice such alterations to the
30                proposals as are fair and reasonable having regard to the
31                interests of the Company and any other party nominated as
32                aforesaid (including participation in such development and
33                use by another party or other parties nominated by the
34                Minister).";
35
36   (4)   by deleting the heading to subclause (8) of clause 5 and
37         renumbering that subclause as subclause (6a);
38




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     s. 14



 1           (5)   by deleting subclause (7) of clause 5 and substituting the following
 2                 new subclause:
 3
 4                  "(7) (a)    In respect of each proposal pursuant to subclause (3)
 5                              of this clause the Minister shall:
 6
 7                              (i)     subject to the limitations set out below, refuse
 8                                      to approve the proposal (whether it requests the
 9                                      grant of new tenure or not) if the Minister is
10                                      satisfied on reasonable grounds that it is not in
11                                      the public interest for the proposal to be
12                                      approved; or
13
14                              (ii)    approve of the proposal without qualification or
15                                      reservation; or
16
17                              (iii)   defer consideration of or decision upon the
18                                      same until such time as the Company submits a
19                                      further proposal or proposals in respect of some
20                                      other of the matters mentioned in subclause (3)
21                                      not covered by the said proposal; or
22
23                              (iv)    require as a condition precedent to the giving of
24                                      his approval to the said proposal that the
25                                      Company make such alteration thereto or
26                                      comply with such conditions in respect thereto
27                                      as he thinks reasonable, and in such a case the
28                                      Minister shall disclose his reasons for such
29                                      conditions,
30
31                                      PROVIDED           ALWAYS         that    where
32                                      implementation of any proposals hereunder has
33                                      been approved pursuant to the EP Act subject
34                                      to conditions or procedures, any approval or
35                                      decision of the Minister under this clause shall
36                                      if the case so requires incorporate a
37                                      requirement that the Company make such
38                                      alterations to the proposals as may be necessary
39                                      to make them accord with those conditions or
40                                      procedures.
41


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 1                  In considering whether to refuse to approve a proposal
 2                  the Minister is to assess whether or not the
 3                  implementation of the proposal by itself, or together
 4                  with any one or more of the other submitted proposals,
 5                  will:
 6
 7                   (A) detrimentally affect economic and orderly
 8                       development in the said State, including
 9                       without limitation, infrastructure development
10                       in the said State; or
11
12                   (B) be contrary to or inconsistent with the planning
13                       and development policies and objectives of the
14                       State; or
15
16                   (C) detrimentally affect the rights and interests of
17                       third parties; or
18
19                   (D) detrimentally affect access to and use by others
20                       of the lands the subject of any grant or proposed
21                       grant to the Company.
22
23                   The right to refuse to approve a proposal conferred
24                   by subparagraph (i) of paragraph (a) may only be
25                   exercised in respect of a proposal where the Minister
26                   is satisfied on reasonable grounds that a purpose of
27                   the proposal is the integrated use of works
28                   installations or facilities (as defined in subclause (7)
29                   of clause 20C for the purpose of that clause) as
30                   contemplated by clause 20C. It may not be so
31                   exercised in respect of a proposal if pursuant to
32                   clause 11B(5) the Minister, prior to the submission of
33                   the proposal, advised the Company in writing that the
34                   Minister has no public interest concerns (as defined
35                   in that clause) with the single preferred development
36                   (as referred to in clause 11B(5)(a)) the subject of the
37                   submitted proposals and those proposals are
38                   consistent (as to their substantive scope and content)
39                   with the information provided to the Minister
40                   pursuant to clause 11B(5) in respect of that single
41                   preferred development.

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 1
 2                   (b)    The Minister shall within 2 months after receipt of
 3                          proposals pursuant to subclause (3) give notice to the
 4                          Company of his decision in respect to the proposals,
 5                          PROVIDED THAT where a proposal is to be
 6                          assessed under Part IV of the EP Act the Minister
 7                          shall only give notice to the Company of his decision
 8                          in respect to the proposal within 2 months after
 9                          service on him of an authority under section 45(7) of
10                          the EP Act.
11
12                   (c)    If the decision of the Minister is as mentioned in
13                          either of subparagraphs (i), (iii) or (iv) of paragraph
14                          (a) the Minister shall afford the Company full
15                          opportunity to consult with him and should it so
16                          desire to submit new or revised proposals either
17                          generally or in respect to some particular matter.
18
19                   (d)    If the decision of the Minister is as mentioned in
20                          either of subparagraphs (iii) or (iv) of paragraph (a)
21                          and the Company considers that the decision is
22                          unreasonable the Company within 2 months after
23                          receipt of the notice mentioned in subclause (2) may
24                          elect to refer to arbitration in the manner hereinafter
25                          provided the question of the reasonableness of the
26                          decision PROVIDED THAT any requirement of the
27                          Minister pursuant to the proviso to paragraph (a) shall
28                          not be referable to arbitration hereunder. A decision
29                          of the Minister under subparagraph (i) of paragraph
30                          (a) of this subclause shall not be referable to
31                          arbitration under the Agreement.
32
33                   (e)    An award made on an arbitration pursuant to this
34                          subclause (7) shall (except as otherwise provided in
35                          subclause (5)) have the force and effect as follows:
36
37                          (i)   if by the award the dispute is decided against
38                                the Company then unless the Company within
39                                3 months after delivery of the award gives
40                                notice to the Minister of its acceptance of the
41                                award this Agreement shall on the expiration of

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 1                              that period of 3 months cease and determine;
 2                              and
 3
 4                       (ii)   if by the award the dispute is decided in favour
 5                              of the Company then decision shall take effect
 6                              as a notice by the Minister that he is so satisfied
 7                              with and approves the mater or matters the
 8                              subject of the arbitration.";
 9
10   (6)   by inserting after subclause (13) of clause 5 the following new
11         subclauses:
12
13         "(14) The Company shall implement the approved proposals in
14               accordance with the terms thereof.
15
16         (15) Notwithstanding clause 46, the Minister may during the
17              implementation of approved proposals approve variations to
18              those proposals.";
19
20   (7)   in clause 7(1)(b) by:
21
22         (a)   inserting "or cause to be granted" after "grant";
23
24         (b)   inserting after the paragraph beginning "at peppercorn
25               rental" the following new paragraph:
26
27               "at commercial rentals, licence or easement fees as
28               applicable - leases, licences or easements within the port (as
29               defined in clause 1 or other port within which the Company
30               is permitted to construct works installations or facilities"
31
32         (c)   inserting "the Port Authorities Act 1999 (WA)" after "1926";
33               and
34
35         (d)    inserting "installations or facilities" after "Company
36               reasonably requires for its works";
37
38   (8)   by inserting after subclause (4) of clause 7 the following new
39         subclause;
40




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     s. 14



 1                  "(4a)    The provisions of subclauses (1) and (2) of this clause shall
 2                           not operate so as to require the State to grant or vary, or
 3                           cause to be granted or varied, any lease licence or other
 4                           right or title until all processes necessary under any laws
 5                           relating to native title to enable that grant or variation to
 6                           proceed, have been completed.";
 7
 8           (9)    in clause 11(1) by:
 9
10                  (a)     in paragraph (a) inserting "(other than under clause 20E)"
11                          after "activities beyond"; and
12
13                  (b)     in the second sentence:
14
15                          (i)    inserting "subclauses (3) to (6) hereof and of" after
16                                 "provisions"; and
17
18                          (ii)   inserting "11A", before "19";
19
20           (10)   by inserting after subclause (2) of clause 11 the following new
21                  subclauses:
22
23                  "(3)     A proposal may with the consent of the Minister (except in
24                           relation to an Integration Agreement) and that of any
25                           parties concerned (being in respect of an Integration
26                           Agreement the Integration Proponent for that agreement)
27                           provide for the use by the Company of any works
28                           installations or facilities constructed or established under a
29                           Government agreement.
30
31                   (4)     Each of the proposals pursuant to subclause (1) may with
32                           the approval of the Minister, or shall, if so required by the
33                           Minister, be submitted separately and in any order as to any
34                           matter or matters in respect of which such proposals are
35                           required to be submitted.
36
37                   (5)     At the time when the Company submits the said proposals
38                           it shall submit to the Minister details of any services
39                           (including any elements of the project investigations,
40                           design and management) and any works materials, plant,
41                           equipment and supplies that it proposes to consider

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 1                obtaining from or having carried out or permitting to be
 2                obtained from or carried out outside Australia together with
 3                its reasons therefor and shall, if required by the Minister,
 4                consult with the Minister with respect thereto.
 5
 6          (6)   The Company may withdraw its proposals pursuant to
 7                subclause (1) at any time before approval thereof, or where
 8                any decision in respect thereof is referred to arbitration as
 9                referred to in clause 11A, within 3 months after the award
10                by notice to the Minister that it shall not be proceeding
11                with the same.";
12
13   (11) by inserting after clause 11 the following new subclauses:
14
15         "Consideration of Company's proposals under clause 11
16
17         11A. (1)     In respect of each proposal pursuant to subclause (1)
18                      of clause 11 the Minister shall:
19
20                      (a)    subject to the limitations set out below, refuse
21                             to approve the proposal (whether it requests
22                             the grant of new tenure or not) if the Minister
23                             is satisfied on reasonable grounds that it is not
24                             in the public interest for the proposal to be
25                             approved; or
26
27                      (b)    approve of the proposal without qualification
28                             or reservation; or
29
30                      (c)    defer consideration of or decision upon the
31                             same until such time as the Company submits
32                             a further proposal or proposals in respect of
33                             some other of the matters mentioned in clause
34                             11(1) not covered by the said proposal; or
35
36                      (d)    require as a condition precedent to the giving
37                             of his approval to the said proposal that the
38                             Company make such alteration thereto or
39                             comply with such conditions in respect
40                             thereto as he thinks reasonable, and in such a


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     s. 14



 1                                  case the Minister shall disclose his reasons for
 2                                  such conditions,
 3
 4                          PROVIDED ALWAYS that where implementation
 5                          of any proposals hereunder has been approved
 6                          pursuant to the EP Act subject to conditions or
 7                          procedures, any approval or decision of the Minister
 8                          under this clause shall if the case so requires
 9                          incorporate a requirement that the Company make
10                          such alterations to the proposals as may be necessary
11                          to make them accord with those conditions or
12                          procedures.
13
14                          In considering whether to refuse to approve a
15                          proposal the Minister is to assess whether or not the
16                          implementation of the proposal by itself, or together
17                          with any one or more of the other submitted
18                          proposals, will:
19
20                          (i)     detrimentally affect economic and orderly
21                                  development in the said State, including
22                                  without limitation, infrastructure development
23                                  in the said State; or
24
25                          (ii)    be contrary to or inconsistent with the
26                                  planning and development policies and
27                                  objectives of the State; or
28
29                          (iii)   detrimentally affect the rights and interests of
30                                  third parties; or
31
32                          (iv)    detrimentally affect access to and use by
33                                  others of the lands the subject of any grant or
34                                  proposed grant to the Company.
35
36                          The right to refuse to approve a proposal conferred
37                          by paragraph (a) may only be exercised in respect of
38                          a proposal where the Minister is satisfied on
39                          reasonable grounds that a purpose of the proposal is
40                          the integrated use of works installations or facilities
41                          (as defined in subclause (7) of clause 20C for the

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 1                   purpose of that clause) as contemplated by clause
 2                   20C. It may not be so exercised in respect of a
 3                   proposal if pursuant to clause 11B(5) the Minister,
 4                   prior to the submission of the proposal, advised the
 5                   Company in writing that the Minister has no public
 6                   interest concerns (as defined in that clause) with the
 7                   single preferred development (as referred to in clause
 8                   11B(5)(a)) the subject of the submitted proposals and
 9                   those proposals are consistent (as to their substantive
10                   scope and content) with the information provided to
11                   the Minister pursuant to clause 11B(5) in respect of
12                   that single preferred development.
13
14             (2)   The Minister shall within 2 months after receipt of
15                   proposals pursuant to clause 11(1) give notice to the
16                   Company of his decision in respect to the proposals,
17                   PROVIDED THAT where a proposal is to be
18                   assessed under Part IV of the EP Act the Minister
19                   shall only give notice to the Company of his decision
20                   in respect to the proposal within 2 months after
21                   service on him of an authority under section 45(7) of
22                   the EP Act.
23
24             (3)   If the decision of the Minister is as mentioned in
25                   either of paragraphs (a), (c) or (d) of subclause (1) the
26                   Minister shall afford the Company full opportunity to
27                   consult with him and should it so desire to submit
28                   new or revised proposals either generally or in
29                   respect to some particular matter.
30
31             (4)   If the decision of the Minister is as mentioned in
32                   either of paragraphs (c) or (d) of subclause (1) and
33                   the Company considers that the decision is
34                   unreasonable the Company within 2 months after
35                   receipt of the notice mentioned in subclause (2) may
36                   elect to refer to arbitration in the manner hereinafter
37                   provided the question of the reasonableness of the
38                   decision PROVIDED THAT any requirement of the
39                   Minister pursuant to the proviso to subclause (1) shall
40                   not be referable to arbitration hereunder. A decision
41                   of the Minister under paragraph (a) of subclause (1)

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 1                           shall not be referable to arbitration under this
 2                           Agreement.
 3
 4                     (5)   If by the award made on the arbitration pursuant to
 5                           subclause (4) the dispute is decided in favour of the
 6                           Company the decision shall take effect as a notice by
 7                           the Minister that he is so satisfied with and approves
 8                           the matter or matters the subject of the arbitration.
 9
10                     (6)   The Company shall implement the approved
11                           proposals in accordance with the terms thereof.
12
13                     (7)   Notwithstanding clause 46, the Minister may during
14                           the implementation of approved proposals approve
15                           variations to those proposals.
16
17              Notification of possible proposals
18
19              11B.   (1)   If the Company, upon completion of a pre-feasibility
20                           study in respect of any matter that would require the
21                           submission and approval of proposals pursuant to this
22                           Agreement (being proposals which will have as their
23                           purpose, or one of their purposes, the integrated use
24                           of works installations or facilities as contemplated by
25                           clause 20C) for the matter to be undertaken, intends
26                           to further consider the matter with a view to possibly
27                           submitting such proposals it shall promptly notify the
28                           Minister in writing giving reasonable particulars of
29                           the relevant matter.
30
31                     (2)   Within one (1) month after receiving the notification
32                           the Minister may, if the Minister so wishes, inform
33                           the Company of the Minister's views of the matter at
34                           that stage.
35
36                     (3)   If the Company is informed of the Minister's views, it
37                           shall take them into account in deciding whether or
38                           not to proceed with its consideration of the matter
39                           and the submission of proposals.
40




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 1              (4)   Neither the Minister's response nor the Minister
 2                    choosing not to respond shall in any way limit,
 3                    prejudice or otherwise affect the exercise by the
 4                    Minister of the Minister's powers, or the performance
 5                    of the Minister's obligations, under this Agreement or
 6                    otherwise under the laws from time to time of the
 7                    said State.
 8
 9              (4)   (a)   This subclause applies where the Company has
10                          settled upon a single preferred development a
11                          purpose of which is the integrated use of works
12                          installations or facilities (as defined in
13                          subclause (7) of clause 20C for the purpose of
14                          that clause) as contemplated by clause 20C.
15
16                    (b)   For the purpose of this subclause "public
17                          interest concerns" means any concern that
18                          implementation of the single preferred
19                          development or any part of it will:
20
21                          (i)     detrimentally affect economic and
22                                  orderly development in the said State,
23                                  including       without     limitation,
24                                  infrastructure development in the said
25                                  State; or
26
27                          (ii)    be contrary to or inconsistent with the
28                                  planning and development policies and
29                                  objectives of the State; or
30
31                          (iii)   detrimentally affect the rights and
32                                  interests of third parties; or
33
34                          (iv)    detrimentally affect access to and use by
35                                  others of lands the subject of any grant
36                                  or proposed grant to the Company.
37
38                    (c)   At any time prior to submission of proposals
39                          the Company may give to the Minister notice
40                          of its single preferred development and request
41                          the Minister to confirm that the Minister has no

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 1                                public interest concerns with that single
 2                                preferred development.
 3
 4                          (d)   The Company shall furnish to the Minister with
 5                                its notice reasonable particulars of the single
 6                                preferred development including, without
 7                                limitation:
 8
 9                                (i)     as to the matters that would be required
10                                        to be addressed in submitted proposals;
11                                        and
12
13                                (ii)    its progress in undertaking any
14                                        feasibility or other studies or matters to
15                                        be completed before submission of
16                                        proposals; and
17
18                                (iii)   its timetable for obtaining required
19                                        statutory and other approvals in relation
20                                        to the submission and approval of
21                                        proposals; and
22
23                                (iv)    its tenure requirements.
24
25                          (e)   If so required by the Minister, the Company
26                                will provide to the Minister such further
27                                information regarding the single preferred
28                                development as the Minister may require from
29                                time to time for the purpose of considering the
30                                Company's request and also consult with the
31                                Minister or representatives or officers of the
32                                State in regard to the single preferred
33                                development.
34
35                          (f)   Within 2 months after receiving the notice (or
36                                if the Minister requests further information,
37                                within 2 months after the provision of that
38                                information) the Minister must advise the
39                                Company:
40




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                                                                           s. 14



 1                            (i)     that the Minister has no public interest
 2                                    concerns with the single preferred
 3                                    development; or
 4
 5                            (ii)    that he is not then in a position to advise
 6                                    that he has no public interest concerns
 7                                    with the single preferred development
 8                                    and the Minister's reasons in that regard.
 9
10                      (g)   If the Minister gives the advice mentioned in
11                            paragraph (f)(ii) the Company may, should it so
12                            desire, give a further request to the Minister in
13                            respect of a revised or alternate single preferred
14                            development and the provisions of this
15                            subclause shall apply mutatis mutandis
16                            thereto.";
17
18   (12) in clause 12(1) by deleting paragraph (d) and substituting the
19        following new paragraphs:
20
21         "(d) ship, or procure the shipment of, all iron ore mined from the
22              mineral lease, and sold:
23
24              (i)     from the Company's wharf; or
25
26              (ii)    from any other wharf in a loading port which wharf
27                      has been constructed under an Integration Agreement;
28                      or
29
30              (iii)   with the Minister's approval given before submission
31                      of proposals in that regard, from any other wharf in a
32                      loading port which wharf has been constructed under
33                      another Government agreement (excluding the
34                      Integration Agreements),
35
36              and use its best endeavours to obtain therefor the best price
37              possible having regard to market conditions from time to
38              time prevailing PROVIDED THAT:
39
40              (A)     this paragraph shall not apply to iron ore used for the
41                      production of iron ore concentrates or in a plant for

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 1                           the production of metallised agglomerates or steel in
 2                           any part of the said State lying north of the twenty
 3                           sixth parallel of latitude; and
 4
 5                    (B)    iron ore from the mineral lease may be sold by the
 6                           Company prior to or at the time of the shipment under
 7                           this Agreement at a price equal to the production costs
 8                           in respect of that iron ore up to the point of sale, if:
 9
10                            (i)       the Minister is notified before the time of
11                                      shipment that the sale is to be made at cost,
12                                      providing details of the proposed sale; and
13
14                            (ii)      the Minister is notified of the proposed
15                                      arm's length purchaser in the relevant
16                                      international seaborne iron ore market of the
17                                      iron ore the subject of the proposed sale at
18                                      cost; and
19
20                            (iii)     there is included in the return lodged
21                                      pursuant to clause 12(1)(i) particulars of the
22                                      transaction in which the ore sold at cost was
23                                      subsequently purchased in the relevant
24                                      international seaborne iron ore market by an
25                                      arm's length purchaser specifying the
26                                      purchaser, the seller, the price and the date
27                                      when the sale was agreed between the arm's
28                                      length purchaser and the seller; and
29
30                            (iv)      the arm's length purchaser referred to in (iii)
31                                      above is not then a designated purchaser as
32                                      referred to in subclause (1)(da);
33
34               Designated purchaser
35
36               (da) if required by notice in writing from the Minister, provide
37                    the Minister within 30 days after receiving the notice with
38                    evidence that the transaction as included in the return
39                    pursuant to paragraph (B)(iii) of subclause (1)(d) was a sale
40                    in the relevant international seaborne iron ore market to an
41                    independent participant in that market. If no evidence is

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 1                 provided or the Minister is not so satisfied on the evidence
 2                 provided or other information obtained, the Minister may by
 3                 notice to the Company designate the purchaser to be a
 4                 designated purchaser and that designation will remain in
 5                 force unless and until lifted by further notice from the
 6                 Minister to the Company. For the avoidance of doubt, the
 7                 parties acknowledge that marketing entities forming part of
 8                 the corporate group including the Company (or part of the
 9                 parallel corporate group if the Company is part of a dual-
10                 listed corporate structure) are not independent participants
11                 for the purposes of this subclause;";
12
13   (13) in paragraph (h) of clause 12(1) by deleting all the words after
14        "(solely for testing purposes)" and substituting the following:
15
16         "(i)     on lump ore and on fine ore not sold or shipped separately
17                  as such at the rate of 7.5% of the f.o.b. value;
18
19         (ii)     on fine ore sold or shipped separately as such at the rate of
20                  5.625% of the f.o.b. value;
21
22         (iii)    on beneficiated ore at the rate of 5% of the f.o.b. value; and
23
24         (iv)     and on all other iron ore at the rate of 7.5% of the f.o.b.
25                  value.
26
27         Where beneficiated ore is produced from an admixture of iron ore
28         from the mineral lease and other iron ore a portion (and a portion
29         only) of beneficiated ore so produced being equal to the proportion
30         that the amount of iron in the iron ore from the mineral lease used
31         in the production of beneficiated ore bears to the total amount of
32         iron in the iron ore so used shall be deemed to be produced from
33         iron ore from the mineral lease.
34
35         Where for the purpose of determining f.o.b. value it is necessary to
36         convert an amount or price to Australian currency, the conversion
37         is to be calculated using a rate (excluding forward hedge or similar
38         contract rates) that has been approved by the Minister at the
39         request of the Company and in the absence of such request as
40         determined by the Minister to be a reasonable rate for the purpose.
41


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 1                 The provisions of regulation 85AA (Effect of GST etc on
 2                 royalties) of the Mining Regulations 1981 (WA) shall apply
 3                 mutatis mutandis to the calculation of royalties under this clause.";
 4
 5           (14) in clause 12(1)(i) by:
 6
 7                 (a)    inserting "and also showing such other information in
 8                        relation to the abovementioned iron ore as the Minister may
 9                        from time to time reasonably require in regard to, and to
10                        assist in verifying, the calculation of royalties in accordance
11                        with paragraph (h)," after "due date of the return"; and
12
13                 (b)    deleting all the words after "calculated on the basis of" and
14                        substituting a colon followed by:
15
16                        "(i)   in the case of iron ore initially sold at cost pursuant to
17                               paragraph (B) of the proviso to subclause (1)(d), at
18                               the price notified pursuant to paragraph (B)(iii) of
19                               that proviso;
20
21                        (ii)   in any other case, invoices or provisional invoices (as
22                               the case may be) rendered by the Company to the
23                               purchaser (which invoices the Company shall render
24                               without delay simultaneously furnishing copies
25                               thereof to the Minister) of such iron ore or on the
26                               basis of estimates as agreed or determined,

27                        and shall from time to time in the next following appropriate
28                        return and payment make (by the return and by cash) all such
29                        necessary adjustments (and give to the Minister full details
30                        thereof) when the f.o.b. value shall have been finally
31                        calculated, agreed or determined;";
32
33           (15) by deleting paragraph (l) of clause 12(1) and substituting the
34                following new paragraph:
35
36                 "(l)   permit the Minister or his nominee to inspect at all
37                        reasonable times the books, records, accounts, documents
38                        (including contracts), data, and information of the Company
39                        stored by any means relating to any shipment or sale of iron
40                        ore the subject of royalty hereunder and to take copies or

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 1               extracts (in whatever form) therefrom and for the purpose of
 2               determining the f.o.b. value in respect of any shipment sale
 3               transfer or other disposal or use or production of iron ore the
 4               subject of royalty hereunder the Company will take
 5               reasonable steps (i) to provide the Minister with current
 6               prices for iron ore and other details and information that may
 7               be required by the Minister for the purpose of agreeing or
 8               determining the f.o.b. value and (ii) to satisfy the State either
 9               by certificate of a competent independent party acceptable to
10               the State or otherwise to the Minister's reasonable
11               satisfaction as to all relevant weights and analyses and will
12               give due regard to any objection or representation made by
13               the Minister or the Minister's nominee as to any particular
14               weight or assay of iron ore which may affect the amount of
15               royalty payable hereunder;";
16
17   (16) by in clause 12(1) deleting the full stop at the end of paragraph (o),
18        substituting a semi colon and inserting the following new
19        paragraph:
20
21         "Production of books etc in Perth
22
23         (p)      shall cause to be produced in Perth in the said State all
24                  books, records, accounts, documents (including contracts),
25                  data and information of the kind referred to in paragraph (l)
26                  to enable the exercise of rights by the Minister or the
27                  Minister's nominee under paragraph (l), regardless of the
28                  location in which or by whom those books, records,
29                  accounts, documents (including contracts), data and
30                  information are stored from time to time.";
31
32   (17) by inserting after clause 20 the following new clauses:
33
34         "Blending of iron ore
35
36           20A.    (1)   The Company may blend iron ore mined from the
37                         mineral lease with any:
38
39                         (a)     iron ore mined from a mining tenement or
40                                 other mining title granted under, or pursuant
41                                 to, an Integration Agreement; or

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 1
 2                            (b)    iron ore mined from a Mining Act 1978
 3                                   mining lease located in, or proximate to, the
 4                                   Pilbara region of the said State which is held
 5                                   by a Related Entity alone or with a third
 6                                   party or parties (excluding any mining lease
 7                                   granted pursuant to, or held under, a
 8                                   Government agreement); or
 9
10                            (c)    with the prior approval of the Minister, iron
11                                   ore mined in, or proximate to, the Pilbara
12                                   region of the said State under a Government
13                                   agreement (excluding an Integration
14                                   Agreement); or
15
16                            (d)    with the prior approval of the Minister, iron
17                                   ore mined by a third party from a Mining
18                                   Act 1978 mining lease located in, or
19                                   proximate to, the Pilbara region of the said
20                                   State (excluding under a Government
21                                   agreement) which has been purchased by an
22                                   Integration Proponent from the third party.
23
24                      (2)   The authority given under subclause (1) is subject
25                            to the Minister being reasonably satisfied that there
26                            are in place adequate systems and controls for the
27                            correct apportionment of the quantities of iron ore
28                            being blended as between each of the sources
29                            referred to in subclause (1), which systems and
30                            controls      monitor     production,      processing,
31                            transportation, stockpiling and shipping of all such
32                            iron ore. If at any time the Minister ceases to be so
33                            satisfied he may, after consulting the Company and
34                            provided the Company has not within three (3)
35                            months after the commencement of such
36                            consultation addressed the matters of concern to the
37                            Minister to his satisfaction, by notice in writing to
38                            the Company suspend the above authority in respect
39                            of the relevant blending arrangements until he is
40                            again satisfied in terms of this subclause (2).
41


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 1               (3)   If any blending of iron ore occurs as contemplated
 2                     by this clause, then for the purposes of paragraphs
 3                     (h) and (i) of clause 12(1), a portion of the iron ore
 4                     so blended being equal to the proportion that the
 5                     amount of iron ore from the mineral lease used in
 6                     the admixture of iron ore bears to the total amount
 7                     of iron ore so blended, shall be deemed to be
 8                     produced from the mineral lease.
 9
10        Additional areas
11
12        20B.   (1)   Notwithstanding the provisions of the Mining Act
13                     or the Mining Act 1978 the Company may from
14                     time to time during the currency of this Agreement
15                     apply to the Minister for areas held by the Company
16                     or an associated company under a mining tenement
17                     granted under the Mining Act 1978 to be included
18                     in the mineral lease but so that the total area of the
19                     mineral lease, any land that may be included in the
20                     mineral lease pursuant to this Agreement and of any
21                     other mineral lease or mining lease granted under or
22                     pursuant to this Agreement (as aggregated) shall not
23                     at any time exceed 777 square kilometres. The
24                     Minister shall confer with the Minister for Mines in
25                     regard to any such application and if they approve
26                     the application the Minister for Mines shall upon
27                     the surrender of the relevant mining tenement
28                     include the area the subject thereof in the mineral
29                     lease by endorsement subject to such of the
30                     conditions of the surrendered mining tenement as
31                     the Minister for Mines determines but otherwise
32                     subject to the same terms covenants and conditions
33                     as apply to the mineral lease (with such
34                     apportionment of rents as is necessary) and
35                     notwithstanding that the survey of such additional
36                     land has not been completed but subject to
37                     correction to accord with the survey when
38                     completed at the Company's expense.
39
40               (2)   The Minister may approve, upon application by the
41                     Company from time to time, for the total area

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 1                             referred to in subclause (1) to be increased up to a
 2                             limit not exceeding 1,000 square kilometres.
 3
 4                       (3)   The Company shall not mine or carry out other
 5                             activities (other than exploration, bulk sampling and
 6                             testing) on any area or areas added to the mineral
 7                             lease pursuant to subclause (1) of this clause unless
 8                             and until proposals with respect thereto are
 9                             approved or determined pursuant to the subsequent
10                             provisions of this clause.
11
12                       (4)   If the Company desires to commence mining of iron
13                             ore or to carry out any other activities (other than as
14                             aforesaid) on the said areas it shall give notice of
15                             such desire to the Minister and shall within 2
16                             months of the date of such notice (or thereafter
17                             within such extended time as the Minister may
18                             allow as hereinafter provided) and subject to the
19                             provisions of this Agreement submit to the Minister
20                             to the fullest extent reasonably practicable its
21                             detailed proposals (which proposals shall include
22                             plans where practicable and specifications where
23                             reasonably required by the Minister) with respect to
24                             such mining or other activities as additional
25                             proposals pursuant to clause 11.
26
27                Integrated use of works, installations or facilities under the
28                Integration Agreements
29
30                20C.   (1)   Subject to subclauses (2) to (7) of this clause and to
31                             the other provisions of this Agreement, the
32                             Company may during the continuance of this
33                             Agreement:
34
35                             (a)    use any existing or new works installations
36                                    or facilities constructed or held:
37
38                                    (i)     under this Agreement; or
39
40                                    (ii)    under   any    other   Integration
41                                            Agreement which are made available

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                                                                     s. 14



 1                                   for such use and during the
 2                                   continuance of such Integration
 3                                   Agreement; or
 4
 5                           (iii)   with the approval of the Minister,
 6                                   under a Government agreement
 7                                   (excluding        an      Integration
 8                                   Agreement)      which    are    made
 9                                   available for such use and during the
10                                   continuance of that agreement,
11
12                    (wholly or in part) in the activities of the Company
13                    carried on by it pursuant to this Agreement
14                    including, without limitation, as part of those
15                    activities, transporting by railway and shipping
16                    from a loading port and undertaking any ancillary
17                    and incidental activities in doing so (including,
18                    without limitation, blending permitted by clause
19                    20A) of:
20
21                           (A)     iron ore mined from a Mining Act
22                                   1978 mining lease located in, or
23                                   proximate to, the Pilbara region of
24                                   the said State which is held by a
25                                   Related Entity alone or with a third
26                                   party or parties (excluding any
27                                   mining lease granted pursuant to, or
28                                   held    under,     a    Government
29                                   agreement);
30
31                           (B)     with the prior approval of the
32                                   Minister, iron ore mined in, or
33                                   proximate to, the Pilbara region of
34                                   the said State under a Government
35                                   agreement (excluding an Integration
36                                   Agreement);
37
38                           (C)     with the prior approval of the
39                                   Minister, iron ore mined by a third
40                                   party from a Mining Act 1978
41                                   mining lease located in, or proximate

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     s. 14



 1                                          to, the Pilbara region of the said State
 2                                          (excluding under a Government
 3                                          agreement)       which     has     been
 4                                          purchased by the Company from the
 5                                          third party;
 6
 7                                  (D)     iron ore mined under an Integration
 8                                          Agreement;
 9
10                           (b)    make any existing or new works
11                                  installations or facilities constructed or held
12                                  under this Agreement available for use
13                                  (wholly or partly) by another Integration
14                                  Proponent during the continuance of its
15                                  Integration Agreement in the activities of
16                                  that Integration Proponent carried on by it
17                                  pursuant to its Integration Agreement
18                                  including, without limitation, as part of
19                                  those activities, transporting by railway and
20                                  shipping from a loading port and
21                                  undertaking any ancillary and incidental
22                                  activities in doing so (including, without
23                                  limitation, blending permitted by that
24                                  Integration Agreement) of:
25
26                                  (i)    iron ore mined from a Mining Act
27                                         1978 mining lease located in, or
28                                         proximate to, the Pilbara region of the
29                                         said State which is held by a Related
30                                         Entity alone or with a third party or
31                                         parties (excluding any mining lease
32                                         granted pursuant to, or held under, a
33                                         Government agreement);
34
35                                  (ii)   with the prior approval of the Minister
36                                         (as defined in that Integration
37                                         Agreement), iron ore mined in, or
38                                         proximate to, the Pilbara region of the
39                                         said State under a Government
40                                         agreement (excluding an Integration
41                                         Agreement);

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                                                                      s. 14



 1
 2                           (iii) with the prior approval of the Minister
 3                                 (as defined in that Integration
 4                                 Agreement), iron ore mined by a third
 5                                 party from a Mining Act 1978 mining
 6                                 lease located in, or proximate to, the
 7                                 Pilbara region of the said State
 8                                 (excluding under a Government
 9                                 agreement) which has been purchased
10                                 by that Integration Proponent from the
11                                 third party;
12
13                           (iv) iron ore mined under an Integration
14                                Agreement;
15
16                    (c)    make any existing or new works
17                           installations or facilities constructed or held
18                           under this Agreement available for use
19                           (wholly or partly) in connection with
20                           operations under:
21
22                           (i)    a Mining Act 1978 mining lease
23                                  located in, or proximate to, the Pilbara
24                                  region of the said State, for iron ore,
25                                  which is held by a Related Entity
26                                  alone or with a third party or parties
27                                  (excluding any mining lease granted
28                                  pursuant to, or held under a
29                                  Government agreement); or
30
31                           (ii)   with the approval of the Minister, a
32                                  Government agreement (other than an
33                                  Integration Agreement) for the mining
34                                  of iron ore in, or proximate to, the
35                                  Pilbara region of the said State;
36
37                    (d)    subject to subclause (2), under this
38                           Agreement and for the purpose of any use
39                           or making available for use referred to in
40                           paragraph (a), (b) or (c) connect any existing
41                           or new works installations or facilities

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     s. 14



 1                                  constructed or held under this Agreement to
 2                                  any existing or new works installations or
 3                                  facilities constructed or held under another
 4                                  Integration Agreement;
 5
 6                            (e)   subject to subclause (2), under this
 7                                  Agreement and for the purpose of any use or
 8                                  making available for use referred to in
 9                                  paragraph (a), (b) or (c) or making of any
10                                  connection referred to in paragraph (d)
11                                  construct new works installations or
12                                  facilities and expand modify or otherwise
13                                  vary any existing and new works
14                                  installations or facilities constructed or held
15                                  under this Agreement;
16
17                            (f)   allow a railway or rail spur line (not being a
18                                  railway or rail spur line constructed or held
19                                  under an Integration Agreement) to be
20                                  connected to a railway or rail spur line or
21                                  other works installations or facilities
22                                  constructed or held under this Agreement for
23                                  the delivery of iron ore to an Integration
24                                  Proponent for transport by railway and
25                                  shipping from a loading port (together with
26                                  any ancillary and incidental activities in
27                                  doing so) as part of its activities under its
28                                  Integration Agreement; and
29
30                            (g)   allow an electricity transmission line (not
31                                  being an electricity transmission line
32                                  constructed or held under an Integration
33                                  Agreement) to be connected to an electricity
34                                  transmission line constructed or held under
35                                  this Agreement for the supply of electricity
36                                  permitted to be made under an Integration
37                                  Agreement.
38
39                      (2)   (a)   A connection referred to in clause (1)(d) or
40                                  construction, expansion, modification or
41                                  other variation referred to in subclause (1)(e)

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 1                           by the Company shall, to the extent not
 2                           already authorised under this Agreement as
 3                           at the variation date, be regarded as a
 4                           significant modification expansion or other
 5                           variation of the Company's activities carried
 6                           on by it pursuant to this Agreement and may
 7                           only be made in accordance with proposals
 8                           submitted and approved or determined under
 9                           this Agreement in accordance with clauses
10                           11 and 11A or clause 20E as the case may
11                           require and otherwise in compliance with
12                           the provisions of this Agreement and the
13                           laws from time to time of the said State. For
14                           the avoidance of doubt, the parties
15                           acknowledge that any use or making
16                           available for use contemplated by subclause
17                           (1)(a), (1)(b) or (1)(c) shall not otherwise
18                           than as required by this paragraph (a) require
19                           the submission and approval of further
20                           proposals under this Agreement.
21
22                    (b)    The Company shall not be entitled to:
23
24                           (i)    submit proposals to develop a port or
25                                  harbour otherwise than as permitted
26                                  by clause 5 or to establish harbour or
27                                  port works installations or facilities,
28                                  or to expand modify or otherwise
29                                  vary harbour or works installations
30                                  or facilities other than within the
31                                  boundaries of the port (as defined by
32                                  clause 1) or as permitted by clause 5;
33                                  or
34
35                           (ii)   generate and supply power, take and
36                                  supply water or dispose of water
37                                  otherwise than in accordance with
38                                  the other clauses of this Agreement
39                                  and subject to any restrictions
40                                  contained in those clauses; or
41


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 1                                  (iii)   without limiting subparagraphs (i)
 2                                          and (ii) submit proposals to construct
 3                                          or establish works installations or
 4                                          facilities of a type, or to make
 5                                          expansions, modifications or other
 6                                          variations of works installations or
 7                                          facilities of a type, which in the
 8                                          Minister's reasonable opinion this
 9                                          Agreement, immediately before the
10                                          variation date, did not permit or
11                                          contemplate        the      Company
12                                          constructing, establishing or making
13                                          as the case may be otherwise than for
14                                          integration use as contemplated by
15                                          subclauses (1)(a), (1)(b) or (1)(c) or
16                                          as permitted by clause 20E; or
17
18                                  (iv)    submit proposals to make a
19                                          connection as referred to in subclause
20                                          (1)(d) or a construction, expansion,
21                                          modification or other variation as
22                                          referred to in subclause (1)(e)
23                                          otherwise than on tenure granted
24                                          under or pursuant to this Agreement
25                                          from time to time or held pursuant to
26                                          this Agreement from time to time; or
27
28                                  (v)       submit proposals to make a
29                                          connection referred to in subclause
30                                          (1)(d) or a construction, expansion,
31                                          modification or other variation as
32                                          referred to in subclause (1)(e) for the
33                                          purpose of use as contemplated by
34                                          subclause (1)(c)(i), if in the
35                                          reasonable opinion of the Minister
36                                          the activity which is the subject of
37                                          the proposals would give to the
38                                          holder or holders of the relevant
39                                          Mining Act 1978 mining lease the
40                                          benefit of rights or powers granted to
41                                          the Company under this Agreement,

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 1                                   over and above the right of access to
 2                                   and use of the relevant works,
 3                                   installations or facilities; or
 4
 5                           (vi)    submit proposals to make a
 6                                   connection as referred to in subclause
 7                                   (1)(d) or a construction, expansion,
 8                                   modification or other variation as
 9                                   referred to in subclause (1)(e) for the
10                                   purpose of use as contemplated by
11                                   subclause (1)(c) and involving the
12                                   grant of tenure without the prior
13                                   approval of the Minister; or
14
15                           (vii)   submit proposals to assign, sublet,
16                                   transfer or dispose of any works
17                                   installations or facilities constructed
18                                   or held under this Agreement or any
19                                   leases, licences, easements or other
20                                   titles under or pursuant to this
21                                   Agreement for any purpose referred
22                                   to in this clause.
23
24                    (c)    Notwithstanding the provisions of clauses
25                           11A and 20E, the Minister may defer
26                           consideration of, or a decision upon, a
27                           proposal submitted by the Company for a
28                           connection as referred to in subclause (1)(d)
29                           or a construction, expansion, modification or
30                           other variation as referred to in subclause
31                           (1)(e), for the purpose of use or making
32                           available for use as referred to in subclauses
33                           (1)(a) or (1)(b), until relevant corresponding
34                           proposals under the relevant Integration
35                           Agreement have been submitted and those
36                           proposals can be approved under that
37                           Integration Agreement concurrently with the
38                           Minister's approval under this Agreement of
39                           the Company's proposal.
40




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 1                      (3)   Any use or making available for use as referred to
 2                            in subclause (1), or submission of proposals as
 3                            referred to in subclause (2), in respect of a Related
 4                            Entity shall be subject to the Company first
 5                            confirming with the Minister that the Minister is
 6                            satisfied that the relevant company is a Related
 7                            Entity.
 8
 9                      (4)   The Company shall give the Minister prior written
10                            notice of any significant change (other than a
11                            temporary one for maintenance or to respond to an
12                            emergency) proposed in its use, or in it making
13                            available for use, works, installations or facilities as
14                            referred to in this clause:
15
16                            (a)    from that authorised under this Agreement
17                                   immediately before the variation date; and
18
19                            (b)    subsequently from that previously notified to
20                                   the Minister under this subclause,
21
22                            as soon as practicable before such change occurs.
23
24                            The Company shall also keep the Minister fully
25                            informed with respect to any proposed connection
26                            as referred to in subclause (1)(f) or (1)(g) or request
27                            of the Company for such connection to be allowed.
28
29                      (5)   Nothing in this Agreement shall be construed to:
30
31                            (a)    exempt another Integration Proponent from
32                                   complying with, or the application of, the
33                                   provisions of its Integration Agreement; or
34
35                            (b)    restrict the Company's rights under clause
36                                   43.
37
38                            For the avoidance of doubt the approval of
39                            proposals under this Agreement shall not be
40                            construed as authorising another Integration


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 1                     Proponent to undertake any activities under this
 2                     Agreement or under another Integration Agreement.
 3
 4               (6)   Nothing in this clause shall be construed to exempt
 5                     the Company from complying with, or the
 6                     application of, the other provisions of this
 7                     Agreement including, without limitation, clause 43
 8                     and of relevant laws from time to time of the said
 9                     State.
10
11               (7)   For the purpose of this clause "works installations
12                     or facilities" means any:
13
14                     (a)    harbour or port works installations or
15                            facilities including, without limitation,
16                            stockpiles, reclaimers, conveyors and
17                            wharves;
18
19                     (b)    railway or rail spur lines;
20
21                     (c)    track structures and systems associated with
22                            the operation and maintenance of a railway
23                            including, without limitation, sidings, train
24                            control and signalling systems, maintenance
25                            workshops and terminal yards;
26
27                     (d)    train loading and unloading           works
28                            installations or facilities;
29
30                     (e)    conveyors;
31
32                     (f)    private roads;
33
34                     (g)    mine aerodrome and associated aerodrome
35                            works installations and facilities;
36
37                     (h)    iron ore mining, crushing, screening,
38                            beneficiation or other processing works
39                            installations or facilities;
40




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 1                             (i)    mine administration buildings including,
 2                                    without limitation, offices, workshops and
 3                                    medical facilities;
 4
 5                             (j)    borrow pits;
 6
 7                             (k)    accommodation and ancillary facilities
 8                                    including, without limitation, construction
 9                                    camps and in townsites constructed pursuant
10                                    to and held under any Integration
11                                    Agreement;
12
13                             (l)    water, sewerage, electricity, gas and
14                                    telecommunications works installations and
15                                    facilities including, without limitation,
16                                    pipelines, transmission lines and cables; and
17
18                             (m)    any other works installations or facilities
19                                    approved of by the Minister for the purpose
20                                    of this clause.
21
22                Transfer of rights to shared works installations or facilities
23
24                20D. (1)     For the purposes of this clause "Relevant
25                             Infrastructure" means any works installations or
26                             facilities (as defined in clause 20C(7)):
27
28                             (a)    constructed or held         under    another
29                                    Integration Agreement;
30
31                             (b)    which the Company is using in its activities
32                                    pursuant to this Agreement;
33
34                             (c)    which the Minister is satisfied (after
35                                    consulting with the Company and the
36                                    Integration Proponent for that other
37                                    Integration Agreement):
38
39                                    (i)    are no longer required by that other
40                                           Integration Proponent to carry on its
41                                           activities pursuant to its Integration

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 1                                   Agreement because of the cessation
 2                                   of the Integration Proponent's mining
 3                                   operations in respect of which such
 4                                   Relevant       Infrastructure     was
 5                                   constructed or held or because of any
 6                                   other reason acceptable to the
 7                                   Minister; and
 8
 9                           (ii)    are required by the Company to
10                                   continue to carry on its activities
11                                   pursuant to this Agreement; and
12
13                     (d)   in respect of which that other Integration
14                           Proponent has notified the Minister it
15                           consents to the Company submitting
16                           proposals as referred to in subclause (2).
17
18               (2)   The Company may as an additional proposal
19                     pursuant to clause 11 propose:
20
21                     (a)   that it be granted a lease licence or other title
22                           over the Relevant Infrastructure pursuant to
23                           this Agreement subject to and conditional
24                           upon the other Integration Proponent
25                           surrendering wholly or in part (and upon
26                           such terms as the Minister considers
27                           reasonable including any variation of terms
28                           to address environmental issues) its lease
29                           licence or other title over the Relevant
30                           Infrastructure; or
31
32                     (b)   that the other Integration Proponent's lease
33                           licence or other title (not being a mineral
34                           lease, mining lease or other right to mine
35                           title granted under a Government agreement,
36                           the Mining Act 1904 or the Mining Act
37                           1978) to the Relevant Infrastructure be
38                           transferred to this Agreement (to be held by
39                           the Company pursuant to this Agreement)
40                           with such surrender of land from it and
41                           variations of its terms as the Minister

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 1                                    considers reasonable for that title to be held
 2                                    under this Agreement including, without
 3                                    limitation, to address environmental issues
 4                                    and outstanding obligations of that other
 5                                    Integration Proponent under its Integration
 6                                    Agreement in respect of that Relevant
 7                                    Infrastructure.
 8
 9                             The provisions of clause 11A shall mutatis
10                             mutandis apply to any such additional proposal. In
11                             addition the Company acknowledges that the
12                             Minister may require variations of the other
13                             Integration Agreement and/or proposals under it or
14                             of this Agreement in order to give effect to the
15                             matters contemplated by this clause.
16
17                       (3)   This clause shall cease to apply in the event the
18                             State gives any notice of default to the Company
19                             pursuant to clause 21 and while such notice remains
20                             unsatisfied.
21
22                Miscellaneous Licences for Railways
23
24                20E.   (1)   In this clause subject to the context:
25
26                             "Additional Infrastructure" means:
27
28                             (a)   Train Loading Infrastructure;
29
30                             (b)   Train Unloading Infrastructure;
31
32                             (c)   a conveyor, train unloading and other
33                                   infrastructure necessary for the transport of
34                                   iron ore, freight goods or other products from
35                                   the Railway (directly or indirectly) to port
36                                   facilities within a loading port,
37
38                             in each case located outside a Port;
39
40                             "LAA" means the Land Administration Act 1997
41                             (WA);

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 1
 2                    "Lateral Access Roads" has the meaning given in
 3                    subclause (3)(a)(iv));
 4
 5                    "Lateral Access Road Licence" means a
 6                    miscellaneous licence granted pursuant to subclause
 7                    (6)(a)(ii) or subclause (6)(b) as the case may be and
 8                    according to the requirements of the context
 9                    describes the area of land from time to time the
10                    subject of that licence;
11
12                    "Port" means any port the subject of the Port
13                    Authorities Act 1999 (WA) or the Shipping and
14                    Pilotage Act 1967 (WA);
15
16                    "Private Roads" means Lateral Access Roads and
17                    the Company's access roads within a Railway
18                    Corridor;
19
20                    "Rail Safety Act" means the Rail Safety Act 1998
21                    (WA);
22
23                    "Railway" means a standard gauge heavy haul
24                    railway or railway spur line, located or to be located
25                    as the case may be in, or proximate to, the Pilbara
26                    region of the said State (but outside the boundaries
27                    of a Port) for the transport of iron ore, freight goods
28                    and other products together with all railway track,
29                    associated track structures including sidings,
30                    turning loops, over or under track structures,
31                    supports (including supports for equipment or items
32                    associated with the use of a railway) tunnels,
33                    bridges, train control systems, signalling systems,
34                    switch and other gear, communication systems,
35                    electric traction infrastructure, buildings (excluding
36                    office buildings, housing and freight centres),
37                    workshops and associated plant, machinery and
38                    equipment and including rolling stock maintenance
39                    facilities, terminal yards, depots, culverts and weigh
40                    bridges which railway is or is to be (as the case may
41                    be) the subject of approved proposals under

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 1                           subclause (4) and includes any expansion or
 2                           extension thereof outside a Port which is the subject
 3                           of additional proposals approved in accordance with
 4                           subclause (5);
 5
 6                           "Railway Corridor" means, prior to the grant of a
 7                           Special Railway Licence, the land for the route of
 8                           the Railway the subject of that licence, access roads
 9                           (other than Lateral Access Roads), areas from
10                           which stone, sand, clay and gravel may be taken,
11                           temporary accommodation facilities for the railway
12                           workforce,     water     bores     and     Additional
13                           Infrastructure (if any) which is the subject of a
14                           subsisting agreement pursuant to subclause (3)(a)
15                           and after the grant of the Special Railway Licence
16                           the land from time to time the subject of that
17                           Special Railway Licence;
18
19                           "Railway Operation" means the construction and
20                           operation under this Agreement of the relevant
21                           Railway and associated access roads and Additional
22                           Infrastructure (if any) within the relevant Railway
23                           Corridor and of the associated Lateral Access
24                           Roads, in accordance with approved proposals;
25
26                           "Railway spur line" means a standard gauge heavy
27                           haul railway spur line located or to be located in, or
28                           proximate to, the Pilbara region of the said State
29                           (but outside a Port) connecting to a Railway for the
30                           transport of iron ore, freight goods and other
31                           products upon the Railway to (directly or indirectly)
32                           a loading port;
33
34                           "Railway Operation Date" means the date of the
35                           first carriage of iron ore, freight goods or other
36                           products over the relevant Railway (other than for
37                           construction or commissioning purposes);
38
39                           "Railway spur line Operation Date" means the date
40                           of the first carriage of iron ore, freight goods or
41                           other products over the relevant Railway spur line

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 1                     (other than for construction or commissioning
 2                     purposes);
 3
 4                     "Special Railway Licence" means the relevant
 5                     miscellaneous licence for railway and, if applicable,
 6                     other purposes, granted to the Company pursuant to
 7                     subclause (6)(a)(i) as varied in accordance with
 8                     subclause (6)(h) or subclause (6)(i) and according to
 9                     the requirements of the context describes the area of
10                     land from time to time the subject of that licence;
11
12                     "Train Loading Infrastructure" means conveyors,
13                     stockpile areas, blending and screening facilities,
14                     stackers, re-claimers and other infrastructure
15                     reasonably required for the loading of iron ore,
16                     freight goods or other products onto the relevant
17                     Railway for transport (directly or indirectly) to a
18                     loading port; and
19
20                     "Train Unloading Infrastructure" means train
21                     unloading infrastructure reasonably required for the
22                     unloading of iron ore from the Railway to be
23                     processed, or blended with other iron ore, at
24                     processing or blending facilities in the vicinity of
25                     that train unloading infrastructure and with the
26                     resulting iron ore products then loaded on to the
27                     Railway for transport (directly or indirectly) to a
28                     loading port.
29
30               Company to obtain prior Ministerial in-principle approval
31
32               (2)   (a)   If the Company wishes, from time to time
33                           during the continuance of this Agreement, to
34                           proceed under this clause with a plan to
35                           develop a Railway it shall give notice thereof
36                           to the Minister and furnish to the Minister
37                           with that notice an outline of its plan.
38
39                     (b) The Minister shall within one month of a
40                         notice under paragraph (a) advise the
41                         Company whether or not he approves in-

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 1                                  principle the proposed plan. The Minister
 2                                  shall afford the Company full opportunity to
 3                                  consult with him in respect of any decision of
 4                                  the Minister under this paragraph.
 5
 6                            (c)   The Minister's in-principle approval in respect
 7                                  of a proposed plan shall lapse if the Company
 8                                  has not submitted detailed proposals to the
 9                                  Minister in respect of that plan in accordance
10                                  with this clause within 18 months of the
11                                  Minister's in-principle approval.
12
13                      Railway Corridor
14
15                      (3)   (a)   If the Minister gives in-principle approval to a
16                                  plan of the Company to develop a Railway it
17                                  shall consult with the Minister to seek the
18                                  agreement of the Minister as to:
19
20                                  (i)     where the Railway will begin and end;
21                                          and
22
23                                  (ii)    a route for the Railway, access roads
24                                          to be within the Railway Corridor and
25                                          the land required for that route as well
26                                          as Additional Infrastructure (if any)
27                                          including, without limitation, areas
28                                          from which stone, sand, clay and
29                                          gravel may be taken, temporary
30                                          accommodation facilities for the
31                                          railway workforce and water bores;
32                                          and
33
34                                  (iii)   in respect of Additional Infrastructure
35                                          (if any) the nature and capacity of such
36                                          Additional Infrastructure; and
37
38                                  (iv)    the routes of, and the land required for,
39                                          roads outside the Railway Corridor
40                                          (and also outside a Port) for access to
41                                          it to construct the Railway (such roads

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 1                                 as agreed being "Lateral Access
 2                                 Roads").
 3
 4                          In seeking such agreement, regard shall be
 5                          had to achieving a balance between
 6                          engineering matters including costs, the
 7                          nature and use of any lands concerned and
 8                          interests therein and the costs of acquiring the
 9                          land (all of which shall be borne by the
10                          Company). The parties acknowledge the
11                          intention is for the Company to construct the
12                          Railway, the access roads for the construction
13                          and maintenance of the Railway which are to
14                          be within the Railway Corridor and the
15                          relevant Additional Infrastructure (if any)
16                          along the centreline of the Railway Corridor
17                          subject to changes in that alignment to the
18                          extent necessary to avoid heritage,
19                          environmental or poor ground conditions that
20                          are not identified during preliminary
21                          investigation work, and recognise the width of
22                          the Railway Corridor may need to vary along
23                          its route to accommodate Additional
24                          Infrastructure (if any), access roads, areas
25                          from which stone, sand, clay and gravel may
26                          be taken, temporary accommodation facilities
27                          for the railway workforce and water bores.
28                          The provisions of clause 53 shall not apply to
29                          this subclause.
30
31                    (b)   If the date by which the Company must
32                          submit detailed proposals under subclause
33                          (4)(a) (as referred to in subclause (2)(c)) is
34                          extended or varied by the Minister pursuant to
35                          clause 52, any agreement made pursuant to
36                          paragraph (a) before such date is extended or
37                          varied shall unless the Minister notifies the
38                          Company otherwise be deemed to be at an
39                          end and neither party shall have any claim
40                          against the other in respect of it.
41


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 1                           (c)   The Company acknowledges that it shall be
 2                                 responsible for liaising with every title holder
 3                                 in respect of the land affected and for
 4                                 obtaining in a form and substance acceptable
 5                                 to the Minister all unconditional and
 6                                 irrevocable consents of each such title holder
 7                                 to, and all statutory consents required in
 8                                 respect of the land affected for:
 9
10                                 (i)     the grant of the Special Railway
11                                         Licence for the construction, operation
12                                         and maintenance within the Railway
13                                         Corridor of the Railway, access roads
14                                         and Additional Infrastructure (if any)
15                                         to be within the Railway Corridor; and
16
17                                 (ii)    the grant of Lateral Access Road
18                                         Licences for the construction, use and
19                                         maintenance of Lateral Access Roads
20                                         over the routes for the Lateral Access
21                                         Roads agreed pursuant to paragraph
22                                         (a); and
23
24                                 (iii)   the inclusion of additional land in the
25                                         Special Railway Licence as referred to
26                                         in subclause (6)(h) or subclause (6)(i),
27
28                                 in accordance with this clause. For the
29                                 purposes of this subclause (3)(c), "title
30                                 holder" means a management body (as
31                                 defined in the LAA) in respect of any part of
32                                 the affected land, a person who holds a
33                                 mining, petroleum or geothermal energy right
34                                 (as defined in the LAA) in respect of any part
35                                 of the affected land, a person who holds a
36                                 lease or licence under the LAA in respect of
37                                 any part of the affected land, a person who
38                                 holds any other title granted under or pursuant
39                                 to a Government agreement in respect of any
40                                 part of the affected land, a person who holds a
41                                 lease or licence in respect of any part of the

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 1                           affected land under any other Act applying in
 2                           the said State and a person in whom any part
 3                           of the affected land is vested, immediately
 4                           before the provision of such consents to the
 5                           Minister as referred to in subclause (4)(e)(ii)
 6                           (including as applying pursuant to subclause
 7                           5(d)).
 8
 9               Company to submit proposals for Railway
10
11               (4)   (a)   The Company shall, subject to the EP Act, the
12                           provisions of this Agreement, agreement at
13                           that time subsisting in respect of the matters
14                           required to be agreed pursuant to subclause
15                           3(a), submit to the Minister by the latest date
16                           applying under subclause (2)(c) to the fullest
17                           extent reasonably practicable its detailed
18                           proposals (including plans where practicable
19                           and specifications where reasonably required
20                           by the Minister and any other details normally
21                           required by a local government in whose area
22                           any works are to be situated) with respect to
23                           the undertaking of the relevant Railway
24                           Operation, which proposals shall include the
25                           location, area, layout, design, materials and
26                           time program for the commencement and
27                           completion of construction or the provision
28                           (as the case may be) of each of the following
29                           matters namely:
30
31                           (i)     the Railway including fencing (if any)
32                                   and crossing places within the Railway
33                                   Corridor;
34
35                           (ii)    Additional Infrastructure (if     any)
36                                   within the Railway Corridor;
37
38                           (iii)   temporary       accommodation        and
39                                   ancillary temporary facilities for    the
40                                   railway workforce on, or in          the
41                                   vicinity of, the Railway Corridor    and

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 1                                         housing and other appropriate facilities
 2                                         elsewhere    for    the    Company's
 3                                         workforce;
 4
 5                                 (iv)    water supply;
 6
 7                                 (v)     energy supplies;
 8
 9                                 (vi)    access roads within the Railway
10                                         Corridor and Lateral Access Roads
11                                         both along the routes for those roads
12                                         agreed between the Minister and the
13                                         Company pursuant to subclause 3(a);
14
15                                 (vii)   any other works, services or facilities
16                                         desired by the Company; and
17
18                                 (viii) use of local labour, professional
19                                        services, manufacturers, suppliers
20                                        contractors    and  materials   and
21                                        measures to be taken with respect to
22                                        the engagement and training of
23                                        employees by the Company, its agents
24                                        and contractors.
25
26                           (b)   Proposals pursuant to paragraph (a) must
27                                 specify the matters agreed for the purpose
28                                 pursuant to subclause (3)(a) and must not be
29                                 contrary to or inconsistent with such agreed
30                                 matters.
31
32                           (c)   Each of the proposals pursuant to paragraph
33                                 (a) may with the approval of the Minister, or
34                                 must if so required by the Minister, be
35                                 submitted separately and in any order as to the
36                                 matter or matters mentioned in one or more of
37                                 subparagraphs (i) to (viii) of paragraph (a)
38                                 and until all of its proposals under this
39                                 subclause have been approved the Company
40                                 may withdraw and may resubmit any proposal
41                                 but the withdrawal of any proposal shall not

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 1                          affect the obligations of the Company to
 2                          submit a proposal under this subclause in
 3                          respect of the subject matter of the withdrawn
 4                          proposal.
 5
 6                    (d)   The Company shall, whenever any of the
 7                          following matters referred to in this subclause
 8                          are proposed by the Company (whether before
 9                          or during the submission of proposals under
10                          this subclause), submit to the Minister details
11                          of any services (including any elements of the
12                          project     investigations,     design       and
13                          management) and any works, materials, plant,
14                          equipment and supplies that it proposes to
15                          consider obtaining from or having carried out
16                          or permitting to be obtained from or carried
17                          out outside Australia, together with its reasons
18                          therefor and shall, if required by the Minister
19                          consult with the Minister with respect thereto.
20
21                    (e)   At the time when the Company submits the
22                          last of the said proposals pursuant to this
23                          subclause, it shall:
24
25                          (i)    furnish to the Minister's reasonable
26                                 satisfaction    evidence      of     all
27                                 accreditations under the Rail Safety
28                                 Act which are required to be held by
29                                 the Company or any other person for
30                                 the construction of the Railway; and
31
32                          (ii)   furnish to the Minister the written
33                                 consents referred to in subclause
34                                 (3)(c)(i) and (3)(c)(ii).
35
36                    (f)   The provisions of clause 11A shall apply
37                          mutatis mutandis to detailed proposals
38                          submitted under this subclause.
39




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 1                      Additional Railway Proposals
 2
 3                      (5)   (a)   If the Company at any time during the
 4                                  currency of a Special Railway Licence desires
 5                                  to construct a Railway spur line (connecting
 6                                  to the Railway the subject of that Special
 7                                  Railway Licence) or desires to significantly
 8                                  modify, expand or otherwise vary its activities
 9                                  within the land the subject of the Special
10                                  Railway Licence that are the subject of this
11                                  Agreement and that may be carried on by it
12                                  pursuant to this Agreement (other than by the
13                                  construction of a Railway spur line) beyond
14                                  those activities specified in any approved
15                                  proposals for that Railway, it shall give notice
16                                  of such desire to the Minister and furnish to
17                                  the Minister with that notice an outline of its
18                                  proposals in respect thereto (including,
19                                  without limitation, such matters mentioned in
20                                  subclause (4)(a) as are relevant or as the
21                                  Minister otherwise requires).
22
23                            (b)   If the notice relates to a Railway spur line, or
24                                  to the construction of Train Loading
25                                  Infrastructure      or     Train     Unloading
26                                  Infrastructure on land outside the then
27                                  Railway Corridor, the Minister shall within
28                                  one month of receipt of such notice advise the
29                                  Company whether or not he approves in-
30                                  principle the proposed construction of such
31                                  spur line, Train Loading Infrastructure or
32                                  Train Unloading Infrastructure.         If the
33                                  Minister gives in-principle approval the
34                                  Company may (but not otherwise) submit
35                                  detailed proposals in respect thereof provided
36                                  that the provisions of subclause (3) shall
37                                  mutatis mutandis apply prior to submission of
38                                  detailed proposals in respect thereof.
39
40                            (c)   Subject to the EP Act, the provisions of this
41                                  Agreement and agreement at that time

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 1                           subsisting in respect of any matters required
 2                           to be agreed pursuant to subclause (3)(a) (as
 3                           referred to in paragraph (b)), the Company
 4                           shall submit to the Minister within a
 5                           reasonable timeframe, as determined by the
 6                           Minister after receipt of the notice referred to
 7                           in paragraph (a) (or in the case of a notice
 8                           referred to in paragraph (b) the giving of the
 9                           Minister's in-principle consent as referred to
10                           in that paragraph), detailed proposals in
11                           respect of the proposed construction of such
12                           Railway      spur     line,     Train    Loading
13                           Infrastructure, Train Unloading Infrastructure
14                           or other proposed modification, expansion or
15                           variation of its activities including such of the
16                           matters mentioned in subclause (4)(a) as the
17                           Minister may require.
18
19                     (d)   The provisions of subclause (4) (with the date
20                           for submission of proposals being read as the
21                           date or time determined by the Minister under
22                           paragraph (c) and the reference in subclause
23                           (4)(e)(ii) to subclause (3)(c)(i) being read as a
24                           reference to subclause (3)(c)(iii)) and of
25                           clause 11A shall mutatis mutandis apply to
26                           detailed proposals submitted pursuant to this
27                           subclause.
28
29               Grant of Tenure
30
31               (6)   (a)   On application made by the Company to the
32                           Minister in such manner as the Minister may
33                           determine, not later than 3 months after all its
34                           proposals submitted pursuant to subclause
35                           (4)(a) have been approved or deemed to be
36                           approved and the Company has complied with
37                           the provisions of subclause (4)(e), the State
38                           notwithstanding the Mining Act 1978 shall
39                           cause to be granted to the Company:
40




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 1                                (i)    a miscellaneous licence to conduct
 2                                       within the Railway Corridor and in
 3                                       accordance with its approved proposals
 4                                       all activities (including the taking of
 5                                       stone, sand, clay and gravel, the
 6                                       provision of temporary accommodation
 7                                       facilities for the railway workforce and,
 8                                       subject to the Rights in Water and
 9                                       Irrigation Act 1914 (WA), the operation
10                                       of water bores) necessary for the
11                                       planning,        design,      construction,
12                                       commissioning,          operation      and
13                                       maintenance within the Railway
14                                       Corridor of the Railway, access roads
15                                       and Additional Infrastructure (if any)
16                                       ("the Special Railway Licence") such
17                                       licence to be granted under and subject
18                                       to, except as otherwise provided in this
19                                       Agreement, the Mining Act 1978 in the
20                                       form of the Third Schedule hereto and
21                                       subject to such terms and conditions as
22                                       the Minister for Mines may from time to
23                                       time consider reasonable and at a rental
24                                       calculated in accordance with the
25                                       Mining Act 1978:
26
27                                       (A)    prior to the Railway Operation
28                                              Date, as if the width of the
29                                              Railway Corridor were 100
30                                              metres; and
31
32                                       (B)    on and from the Railway
33                                              Operation Date, at the rentals
34                                              from time to time prescribed
35                                              under the Mining Act 1978; and
36
37                                (ii)   a miscellaneous licence or licences to
38                                       allow the construction, use and
39                                       maintenance of Lateral Access Roads
40                                       within the routes agreed for those
41                                       Lateral Access Roads under subclause

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                                                                     s. 14



 1                               (3)(a) (each a "Lateral Access Road
 2                               Licence"), each such licence to be
 3                               granted under and subject to, except as
 4                               otherwise provided in this Agreement,
 5                               the Mining Act 1978 in the form of the
 6                               Fourth Schedule hereto and subject to
 7                               such terms and conditions as the
 8                               Minister for Mines may from time to
 9                               time consider reasonable and at the
10                               rentals from time to time prescribed
11                               under the Mining Act 1978.
12
13                    (b)   On application made by the Company to the
14                          Minister in such manner as the Minister may
15                          determine, not later than 3 months after its
16                          proposals submitted pursuant to subclause
17                          (5)(a) for the construction of Lateral Access
18                          Roads for access to the Railway Corridor to
19                          construct a Railway spur line have been
20                          approved or deemed to be approved and the
21                          Company has complied with the provisions of
22                          subclause (4)(e) (as applying pursuant to
23                          subclause (5)(d)), the State notwithstanding
24                          the Mining Act 1978 shall cause to be granted
25                          to the Company a miscellaneous licence or
26                          licences to allow the construction, use and
27                          maintenance of Lateral Access Roads within
28                          the routes agreed for those Lateral Access
29                          Roads under subclause (3)(a)) (as applying
30                          pursuant to subclause (5)(b)) (each a "Lateral
31                          Access Road Licence"), each such licence to
32                          be granted under and subject to, except as
33                          otherwise provided in this Agreement, the
34                          Mining Act 1978 in the form of the Fifth
35                          Schedule hereto and subject to such terms and
36                          conditions as the Minister for Mines may
37                          from time to time consider reasonable and at
38                          the rentals from time to time prescribed under
39                          the Mining Act 1978.
40




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 1                           (c)   Notwithstanding the Mining Act 1978, the
 2                                 term of the Special Railway Licence shall,
 3                                 subject to the sooner determination thereof on
 4                                 the cessation or sooner determination of this
 5                                 Agreement, be for a period of 50 years
 6                                 commencing on the date of grant thereof.
 7
 8                           (d)   Notwithstanding the Mining Act 1978, the
 9                                 term of any Lateral Access Road Licence
10                                 shall, subject to the sooner determination
11                                 thereof on the cessation or sooner
12                                 determination of this Agreement, be for a
13                                 period of 4 years commencing on the date of
14                                 grant thereof.
15
16                           (e)   Notwithstanding the Mining Act 1978, and
17                                 except as required to do so by the terms of the
18                                 Special Railway Licence, the Company shall
19                                 not be entitled to surrender the Special
20                                 Railway Licence or any Lateral Access Road
21                                 Licence or any part or parts of them without
22                                 the prior consent of the Minister.
23
24                           (f)   (i)    The Company may in accordance with
25                                        approved proposals take stone, sand,
26                                        clay and gravel from the Railway
27                                        Corridor for the construction, operation
28                                        and maintenance of the Railway
29                                        constructed within or approved for
30                                        construction within the Railway
31                                        Corridor.
32
33                                 (ii)   Notwithstanding the Mining Act 1978
34                                        no royalty shall be payable under the
35                                        Mining Act in respect of stone, sand,
36                                        clay and gravel which the Company is
37                                        permitted by subparagraph (i) to obtain
38                                        from the land the subject of the Special
39                                        Railway Licence.
40




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                                                                      s. 14



 1                    (g)   For the purposes of this Agreement and
 2                          without limiting the operation of paragraphs
 3                          (a) to (f) inclusive above, the application of
 4                          the Mining Act 1978 and the regulations
 5                          made thereunder are specifically modified;
 6
 7                          (i)    in section 91(1) by:
 8
 9                                 (A)    deleting "the mining registrar or
10                                        the warden, in accordance with
11                                        section 42 (as read with section
12                                        92)" and substituting "the
13                                        Minister";
14
15                                 (B)    deleting "any person" and
16                                        substituting "the Company (as
17                                        defined in the agreement ratified
18                                        by and scheduled to the Iron Ore
19                                        (Mount Bruce) Agreement Act
20                                        1972, as from time to time added
21                                        to, varied or amended)";
22
23                                 (C)    deleting "for any one or more of
24                                        the purposes prescribed" and
25                                        substituting "for the purpose
26                                        specified in clause 20E(6)(a)(i),
27                                        clause 20E(6)(a)(ii) or clause
28                                        20E(6)(b), of the agreement
29                                        ratified by and scheduled to the
30                                        Iron Ore (Mount Bruce)
31                                        Agreement Act 1972, as from
32                                        time to time added to, varied or
33                                        amended";
34
35                          (ii)   in section 91(3)(a), by deleting
36                                 "prescribed form" and substituting
37                                 "form required by the agreement ratified
38                                 by and scheduled to the Iron Ore
39                                 (Mount Bruce) Agreement Act 1972, as
40                                 from time to time added to, varied or
41                                 amended";

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 1
 2                                (iii) by deleting sections 91(6), 91(9), 91(10)
 3                                      and 91B;
 4
 5                                (iv) in section 92, by deleting "Sections 41,
 6                                     42, 44, 46, 46A, 47 and 52 apply," and
 7                                     inserting "Section 46A (excluding in
 8                                     subsection (2)(a) "the mining registrar,
 9                                     the warden or") applies," and by
10                                     deleting "in those provisions" and
11                                     inserting "in that provision";
12
13                                (v)   by deleting the full stop at the end of the
14                                      section 94(1) and inserting, "except to
15                                      the extent otherwise provided in, or to
16                                      the extent that such terms and
17                                      conditions are inconsistent with, the
18                                      agreement ratified by and scheduled to
19                                      the Iron Ore (Mount Bruce) Agreement
20                                      Act 1972, as from time to time added to,
21                                      varied or amended";
22
23                                (vi) by deleting sections 94(2), (3) and (4);
24
25                                (vii) in section 96(1), by inserting after
26                                      "miscellaneous licence" the words "(not
27                                      being a miscellaneous licence granted
28                                      pursuant to the agreement ratified by
29                                      and scheduled to the Iron Ore (Mount
30                                      Bruce) Agreement Act 1972, as from
31                                      time to time added to, varied or
32                                      amended";
33
34                                (viii) by deleting mining regulations 37(2),
35                                       37(3), 42 and 42A; and
36
37                                (ix) by inserting at the beginning of mining
38                                     regulations 41(c) and (f) the words
39                                     "subject to the agreement ratified by and
40                                     scheduled to the Iron Ore (Mount
41                                     Bruce) Agreement Act 1972, as from

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                                                                     s. 14



 1                               time to time added to, varied or
 2                               amended".
 3
 4                    (h)   If additional proposals are approved in
 5                          accordance with subclause (5) for the
 6                          construction of a Railway spur line outside
 7                          the then Railway Corridor, the Minister for
 8                          Mines shall include the area of land within
 9                          which such construction is to occur in the
10                          Special Railway Licence by endorsement.
11                          The area of such land may be included
12                          notwithstanding that the survey of the land
13                          has not been completed but subject to
14                          correction to accord with the survey when
15                          completed at the Company's expense.
16
17                    (i)   If additional proposals are approved in
18                          accordance with subclause (5) for the
19                          construction of Train Loading Infrastructure
20                          or Train Unloading Infrastructure outside the
21                          then Railway Corridor, the Minister for Mines
22                          shall include the area of such land within
23                          which such infrastructure is approved for
24                          construction in the Special Railway Licence
25                          by endorsement. The area of such land may
26                          be included notwithstanding that the survey of
27                          the land has not been completed but subject to
28                          correction to accord with the survey when
29                          completed at the Company's expense.
30
31                    (j)   The provisions of this subclause shall not
32                          operate so as to require the State to cause a
33                          Special Railway Licence or a Lateral Access
34                          Road Licence to be granted or any land
35                          included in the Special Railway Licence as
36                          mentioned above until all processes necessary
37                          under any laws relating to native title to
38                          enable that grant or inclusion of land to
39                          proceed, have been completed.
40




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 1                      Construction and operation of Railway
 2
 3                      (7)   (a)   Subject to and in accordance with approved
 4                                  proposals, the Rail Safety Act and the grant of
 5                                  the relevant Special Railway Licence and any
 6                                  associated Lateral Access Road Licences the
 7                                  Company shall in a proper and workmanlike
 8                                  manner and in accordance with recognised
 9                                  standards for railways of a similar nature
10                                  operating under similar conditions construct
11                                  the Railway and associated Additional
12                                  Infrastructure and access roads within the
13                                  Railway Corridor and shall also construct
14                                  inter alia any necessary sidings, crossing
15                                  points, bridges, signalling switches and other
16                                  works and appurtenances and provide for
17                                  crossings and (where appropriate and required
18                                  by the Minister) grade separation or other
19                                  protective devices including flashing lights
20                                  and boom gates at places where the Railway
21                                  crosses or intersects with major roads or
22                                  existing railways.
23
24                            (b)   The Company shall while the holder of a
25                                  Special Railway Licence:
26
27                                  (i)     keep the Railway the subject of that
28                                          licence in an operable state; and
29
30                                  (ii)    ensure that the Railway the subject of
31                                          that licence is operated in a safe and
32                                          proper manner in compliance with all
33                                          applicable laws from time to time; and
34
35                                  (iii)   without limiting subparagraph (ii)
36                                          ensure that the obligations imposed
37                                          under the Rail Safety Act on an owner
38                                          and an operator (as those terms are
39                                          therein defined) are complied with in
40                                          connection with the Railway the
41                                          subject of that licence.

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                                                                       s. 14



 1
 2                          Nothing in this Agreement shall be construed
 3                          to exempt the Company or any other person
 4                          from compliance with the Rail Safety Act or
 5                          limit its application to the Company's
 6                          operations generally (except as otherwise may
 7                          be provided in that Act or regulations made
 8                          under it).
 9
10                    (c)   The Company shall provide crossings for
11                          livestock and also for any roads, other
12                          railways, conveyors, pipelines and other
13                          utilities which exist at the date of grant of the
14                          relevant Special Railway Licence or in respect
15                          of land subsequently included in it at the date
16                          of such inclusion and the Company shall on
17                          reasonable terms and conditions allow such
18                          crossings for roads, railways, conveyors,
19                          pipelines and other utilities which may be
20                          constructed for future needs and which may
21                          be required to cross a Railway constructed
22                          pursuant to this clause.
23
24                    (d)   Subject to clause 20D, the Company shall at
25                          all times be the holder of Special Railway
26                          Licences and Lateral Access Road Licences
27                          granted pursuant to this clause and (without
28                          limiting clause 28 but subject to clause 20D)
29                          shall at all times own manage and control the
30                          use of each Railway the subject of a Special
31                          Railway Licence held by the Company.
32
33                    (e)   The Company shall not be entitled to
34                          exclusive possession of the land the subject of
35                          a Special Railway Licence or Lateral Access
36                          Road Licence granted pursuant to this clause
37                          to the intent that the State, the Minister, the
38                          Minister for Mines and any persons
39                          authorised by any of them from time to time
40                          shall be entitled to enter upon the land or any
41                          part of it at all reasonable times and on

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 1                                 reasonable notice with all necessary vehicles,
 2                                 plant and equipment and for purposes related
 3                                 to this Agreement or such other purposes as
 4                                 they think fit but in doing so shall be subject
 5                                 to the reasonable directions of the Company
 6                                 so as not to unreasonably interfere with the
 7                                 Company's operations.
 8
 9                           (f)   The Company's ownership of a Railway
10                                 constructed pursuant to this clause shall not
11                                 give it an interest in the land underlying it.
12
13                           (g)   The Company shall not at any time without
14                                 the prior consent of the Minister dismantle,
15                                 sell or otherwise dispose of any part or parts
16                                 of any Railway constructed pursuant to this
17                                 clause, or permit this to occur, other than for
18                                 the purpose of maintenance, repair, upgrade
19                                 or renewal.
20
21                           (h)   The Company shall, subject to and in
22                                 accordance with approved proposals, in a
23                                 proper and workmanlike manner, construct
24                                 any Additional Infrastructure, access roads,
25                                 Lateral Access Roads and other works
26                                 approved for construction under this clause.
27
28                           (i)   The Company shall while the holder of a
29                                 Special Railway Licence at all times keep and
30                                 maintain in good repair and working order
31                                 and condition (which obligation includes,
32                                 where necessary, replacing or renewing all
33                                 parts which are worn out or in need of
34                                 replacement or renewal due to their age or
35                                 condition) the Railway, access roads and
36                                 Additional Infrastructure (if any) the subject
37                                 of that licence and all such other works
38                                 installations plant machinery and equipment
39                                 for the time being the subject of this
40                                 Agreement and used in connection with the
41                                 operation use and maintenance of that

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                                                                       s. 14



 1                           Railway, access roads         and    Additional
 2                           Infrastructure (if any).
 3
 4                     (j)   Subject to clause 20D, the Company shall:
 5
 6                           (i)     be responsible for the cost of
 7                                   construction and maintenance of all
 8                                   Private Roads constructed pursuant to
 9                                   this clause; and
10
11                           (ii)    at its own cost erect signposts and take
12                                   other steps that may be reasonable in
13                                   the circumstances to prevent any
14                                   persons and vehicles (other than those
15                                   engaged upon the Company's activities
16                                   and its invitees and licensees) from
17                                   using the Private Roads; and
18
19                           (iii)   at any place where any Private Roads
20                                   are constructed by the Company so as
21                                   to cross any railways or public roads
22                                   provide at its cost such reasonable
23                                   protection and signposting as may be
24                                   required by the Commissioner of Main
25                                   Roads or the Public Transport
26                                   Authority as the case may be.
27
28                     (k)   The provisions of clause 12(1)(a) and (2) as
29                           well as the provision to clause 12(1)(a) shall
30                           apply mutatis mutandis to any Railway or
31                           Railway spur line constructed pursuant to the
32                           clause except that the Company shall not be
33                           obliged to transport passengers upon any such
34                           Railway or Railway spur line.
35
36               Aboriginal Heritage Act 1972 (WA)
37
38               (8)   For the purposes of this clause the Aboriginal
39                     Heritage Act 1972 (WA) applies as if it were
40                     modified by:
41


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     s. 14



 1                           (a)   the insertion before the full stop at the end of
 2                                 section 18(1) of the words:
 3
 4                                 "and the expression "the Company" means the
 5                                 persons from time to time comprising "the
 6                                 Company" in their capacity as such under the
 7                                 agreement ratified by and scheduled to the
 8                                 Iron Ore (Mount Bruce) Agreement Act 1972,
 9                                 as from time to time added to, varied or
10                                 amended in relation to the use or proposed use
11                                 of land pursuant to clause 20E of that
12                                 agreement after and in accordance with
13                                 approved proposals under clause 20E of that
14                                 agreement and in relation to the use of that
15                                 land before any such approval of proposals
16                                 where the Company has the requisite
17                                 authority to enter upon and so use the land";
18
19                           (b)   the insertion in sections 18(2), 18(4), 18(5)
20                                 and 18(7) of the words "or the Company as
21                                 the case may be" after the words "owner of
22                                 any land";
23
24                           (c)   the insertion in section 18(3) of the words "or
25                                 the Company as the case may be" after the
26                                 words "the owner";
27
28                           (d)   the insertion of the following sentences at the
29                                 end of section 18(3):
30
31                                 "In relation to a notice from the Company the
32                                 conditions that the Minister may specify can
33                                 as appropriate include, among other
34                                 conditions, a condition restricting the
35                                 Company's use of the relevant land to after the
36                                 approval or deemed approval as the case may
37                                 be under the abovementioned agreement of all
38                                 of the Company's submitted initial proposals
39                                 thereunder for the Railway Operation (as
40                                 defined     in    clause    20E(1)   of     the
41                                 abovementioned agreement), or in the case of

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                                                                       s. 14



 1                           additional proposals submitted or to be
 2                           submitted by the Company to after the
 3                           approval or deemed approval under that
 4                           agreement of such additional proposals, and
 5                           to the extent so approved. "; and
 6
 7                     (e)   the insertion in sections 18(2) and 18(5) of the
 8                           words "or it as the case may be" after the
 9                           word "he".
10
11                     The Company acknowledges that nothing in this
12                     subclause (8) nor the granting of any consents under
13                     section 18 of the Aboriginal Heritage Act 1972
14                     (WA) will constitute or is to be construed as
15                     constituting the approval of any proposals
16                     submitted or to be submitted by the Company under
17                     this Agreement or as the grant or promise of land
18                     tenure for the purposes of this Agreement.
19
20               Taking of land for the purposes of this clause
21
22               (9)   (a)   The State is hereby empowered, as and for a
23                           public work under Parts 9 and 10 of the LAA,
24                           to take for the purposes of this clause any land
25                           (other than any part of a Port) which in the
26                           opinion of the Company is necessary for the
27                           relevant Railway Operation and which the
28                           Minister determines is appropriate to be taken
29                           for the relevant Railway Operation (except
30                           any land the taking of which would be
31                           contrary to the provisions of a Government
32                           agreement entered into before the submission
33                           of the proposals relating to the proposed
34                           taking) and notwithstanding any other
35                           provisions of that Act may license that land to
36                           the Company.
37




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 1                           (b)   In applying Parts 9 and 10 of the LAA for the
 2                                 purposes of this clause:
 3
 4                                 (i)     "land" in that Act includes a legal or
 5                                         equitable estate or interest in land;
 6
 7                                 (ii)    sections 170, 171, 172, 173, 174, 175
 8                                         and 184 of that Act do not apply; and
 9
10                                 (iii)   that Act applies as if it were modified
11                                         in section 177(2) by inserting -

12                                         (A)       after "railway" the following -

13                                                   "or land is being taken
14                                                   pursuant to a Government
15                                                   agreement as defined in
16                                                   section 2 of the Government
17                                                   Agreements Act 1979 (WA)";
18                                                   and

19                                         (B)       after   "that       Act"      the
20                                                   following -

21                                                   "or that Agreement as the
22                                                   case may be".

23                           (c)   The Company shall pay to the State on
24                                 demand the costs of or incidental to any land
25                                 taken at the request of and on behalf of the
26                                 Company including but not limited to any
27                                 compensation payable to any holder of native
28                                 title or of native title rights and interests in the
29                                 land.
30
31                      Notification of Railway Operation Date
32
33                      (10) (a)   The Company shall from the date occurring 6
34                                 months before the date for completion of
35                                 construction of a Railway specified in its time


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 1                          program for the commencement and
 2                          completion of construction of that Railway
 3                          submitted under subclause (4)(a), keep the
 4                          Minister fully informed as to:
 5
 6                          (i)    the progress of that construction and
 7                                 its    likely     completion      and
 8                                 commissioning; and
 9
10                          (ii)   the likely Railway Operation Date.
11
12                    (b)   The Company shall on the Railway Operation
13                          Date notify the Minister that the first carriage
14                          of iron ore, freight goods or other products as
15                          the case may be over the Railway (other than
16                          for construction or commissioning purposes)
17                          has occurred.
18
19                    (c)   The Company shall from the date occurring 6
20                          months before the date for completion of
21                          construction of a Railway spur line specified
22                          in its time program for the commencement
23                          and completion of construction of that spur
24                          line submitted under subclause (5)(c) keep the
25                          Minister fully informed as to:
26
27                          (i)    the progress of that construction and
28                                 its    likely     completion      and
29                                 commissioning; and
30
31                          (ii)   in respect of it, the likely Railway spur
32                                 line Operation Date.
33
34                    (d)   The Company shall on the Railway spur line
35                          Operation Date in respect of any Railway spur
36                          line notify the Minister that the first carriage
37                          of iron ore, freight goods or other products as
38                          the case may be over such spur line (other
39                          than for construction or commissioning
40                          purposes) has occurred.";
41


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 1           (18) in clause 21 by:
 2
 3                 (a)   inserting "granted under or pursuant to this Agreement or
 4                       held pursuant to this Agreement" after "licence or other
 5                       title";
 6
 7                 (b)   inserting "or held pursuant hereto" after the subsequent 2
 8                       references to "granted hereunder or pursuant hereto"; and
 9
10                 (c)   deleting "occupied by the Company" and substituting "the
11                       subject of any lease licence easement or other title granted
12                       under or pursuant to this Agreement or held pursuant to this
13                       Agreement";
14
15           (19) in clause 22(i) by inserting "or held pursuant hereto" after "granted
16                hereunder or pursuant hereto";
17
18           (20) in clause 23 by inserting "or pursuant hereto or held pursuant
19                hereto" after "granted hereunder";
20
21           (21) by deleting clause 30;
22
23           (22) in clause 41(A)(1) by:
24
25                 (a)   in paragraph (a):
26
27                       (a)    deleting "31st day of December            1991"    and
28                              substituting "31 December 2012";
29
30                       (b)    deleting "31st day of December            1994"    and
31                              substituting "31 December 2015"; and
32
33                       (c)    deleting "31st day of December            1999"    and
34                              substituting "31 December 2020"; and
35
36                 (b)   in paragraph (b) deleting "31st day of December 1991" and
37                       substituting "31 December 2012".
38




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                                                                             s. 14



 1   (23) in clause 41(A)(5) by:
 2
 3          (a)   in paragraph (a) deleting "by the company of alternative
 4                investments" and substituting "of an alternative project"; and
 5
 6          (b)   in paragraph (b):
 7
 8                (i)    deleting "the investments" and substituting ", or cause
 9                       to be implemented, the alternative project"; and
10
11                (ii)   deleting "those investments" and substituting "that
12                       alternative project";
13
14   (24)   by inserting after subclause (5) of clause 41A the following new
15          subclause:
16
17          "(6) For the purposes of subclause (5) "alternative project" means:
18
19                (a)    a project to establish and operate within the said State
20                       plant for the production of steel;
21
22                (b)    a project to establish and operate within the said State
23                       plant which processes and adds value to minerals mined
24                       in the said State; or
25
26                (c)    any other project within the said State which the
27                       Minister approves as providing to the State benefits
28                       equivalent to a project to establish and operate plant for
29                       the production of steel,
30
31                to be undertaken by:
32
33                (d)    the Company (excluding a project referred to in
34                       paragraph (a)): or
35
36                (e)    a related body corporate or related bodies corporate
37                       (within the meaning of the Corporations Act 2001
38                       (Cwth) of the Company solely or in conjunction with
39                       the Company; or
40




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     s. 14



 1                       (f)   a joint venture in which the Company or its related body
 2                             corporate has a majority participating interest; or
 3
 4                       (g)   any other third person or persons which the Company
 5                             and the Minister accept as having the requisite financial
 6                             and technical capacity and expertise to undertake solely,
 7                             or in conjunction with the Company, the relevant
 8                             project referred to in paragraph (a), (b) or (c).";
 9
10           (25) by inserting the following sentence at the end of clause 42:
11
12                 "As a separate independent indemnity the Company will indemnify
13                 and keep indemnified the State and its servants agents and
14                 contractors in respect of all actions suits claims demands or costs
15                 of third parties arising out of or in connection with any use, making
16                 available for use or other activities of the Company as referred to
17                 in clause 20C.";
18
19           (26) in clause 44 inserting "or held pursuant hereto" after "hereunder or
20                pursuant hereto";
21
22           (27) in clause 46 by inserting "or held pursuant hereto" after "granted
23                hereunder or pursuant hereto"; and
24
25           (28) inserting after the Second Schedule the following new schedules:
26
27




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                                                                                 s. 14



 1                               " THIRD SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5            IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972
 6
 7                                MINING ACT 1978
 8
 9         MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
10                           PURPOSES
11
12
13   No.    MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
16   and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time
17   to time added to, varied or amended, the State agreed to grant to [          ]
18   (hereinafter with its successors and permitted assigns called "the Company") a
19   miscellaneous licence for the construction operation and maintenance of a
20   Railway (as defined in clause 20E(1) of the Agreement and otherwise as
21   provided in the Agreement) and, if applicable, other purposes AND WHEREAS
22   the Company pursuant to clause 20E(6)(a) of the Agreement has made
23   application for the said licence;
24
25   NOW in consideration of the rents reserved by and the provisions of the
26   Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act
27   1972, as from time to time added to, varied or amended, the Company is hereby
28   granted by this licence authority to conduct on the land the subject of this
29   licence as more particularly delineated and described from time to time in the
30   Schedule hereto all activities (including the taking of stone, sand, clay and
31   gravel, the provision of temporary accommodation facilities for the railway
32   workforce in accordance with the Agreement and, subject to the Rights in Water
33   and Irrigation Act 1914 (WA), the operation of water bores) necessary for the
34   planning, design, construction, commissioning, operation and maintenance on
35   the land the subject of this licence of the Railway and Additional Infrastructure
36   (as defined in clause 20E(1) of the Agreement) and access roads to be located
37   on the land the subject of this licence in accordance with the provisions of the
38   Agreement and proposals approved under the Agreement, for the term of 50
39   years from the date hereof (subject to the sooner determination of the term upon
40   the determination of the Agreement) and upon and subject to the terms
41   covenants and conditions set out in the Agreement and the Mining Act 1978 as

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     s. 14



 1   it applies to this licence, and any amendments to the Agreement and the Mining
 2   Act 1978 from time to time and to the terms and conditions (if any) now or
 3   hereafter endorsed hereon and the payment of rentals in respect of this licence
 4   in accordance with clause 20E(6)(a)(i) of the Agreement PROVIDED
 5   ALWAYS that this licence shall not be determined or forfeited otherwise than
 6   in accordance with the Agreement.
 7
 8   In this licence:
 9
10   -          If the Company be more than one the liability of the Company
11              hereunder shall be joint and several.
12
13   -          Reference to an Act includes all amendments to that Act for the time
14              being in force and also any Act passed in substitution therefore or in
15              lieu thereof and to the regulations and by-laws of the time being in
16              force thereunder.
17
18   -          Reference to "the Agreement" means such agreement as from time to
19              time added to, varied or amended.
20
21   -          The terms "approved proposals", "Railway", "Railway Operation
22              Date", and "Railway spur line" have the meanings given in the
23              Agreement.
24


25   ENDORSEMENTS AND CONDITIONS
26
27   Endorsements
28
29   1.         This licence is granted in accordance with proposals submitted on
30              [ ], and approved by the Minister (as defined in the Agreement) on
31              [ ], under the Agreement.
32
33   2.         The Company is permitted to, in accordance with approved proposals,
34              take stone, sand, clay and gravel from the land the subject of this
35              licence for the construction, operation and maintenance of the Railway
36              (including any Railway spur line) constructed within or approved for
37              construction within the area of land the subject of this licence.
38
39   3.         Notwithstanding the Mining Act 1978, no royalty shall be payable
40              under the Mining Act 1978 in respect of stone, sand, clay and gravel

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                                                                               s. 14



 1           which the Company is permitted by the Agreement to obtain from the
 2           land the subject of this licence.
 3
 4   4.      [Any further endorsement which the Minister for Mines may,
 5           consistent with the provisions of the Agreement, determines and
 6           thereafter impose in respect of this licence including during the term
 7           of the Agreement.]
 8
 9   Conditions
10
11   1.      (a)      Except as provided in paragraph (b), the Company shall
12                    within 2 years after the Railway Operation Date surrender in
13                    accordance with the provisions of the Mining Act 1978 the
14                    area of this licence down to a maximum of 100 metres width
15                    or as otherwise approved by the Minister (as defined in the
16                    Agreement) for the safe operation of the Railway then
17                    constructed or approved for construction under approved
18                    proposals.
19
20           (b)      Paragraph (a) shall not apply to land the subject of this
21                    licence that was included in this licence pursuant to clause
22                    20E(6)(h) or clause 20E(6)(i) of the Agreement.
23
24   2.       The Company shall as soon as possible after the construction of a
25            Railway spur line or of an expansion or extension thereof as the case
26            may be surrender in accordance with the Mining Act 1978 the land
27            the subject of this licence that was included in this licence pursuant
28            to clause 20E(6)(h) of the Agreement for the purpose of such
29            construction down to a maximum of 100 metres in width or as
30            otherwise approved by the Minister (as defined in the Agreement) for
31            the safe operation of that Railway spur line or expansion or extension
32            thereof as the case may be then constructed or approved for
33            construction under approved proposals.
34
35   3.      [Any further conditions which the Minister for Mines may, consistent
36           with the provisions of the Agreement, determines and thereafter
37           impose in respect of this licence including during the term of the
38           Agreement.]
39
40




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     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1                                   SCHEDULE
 2
 3                                  Land description
 4
 5   Locality:
 6   Mineral Field
 7   Area:
 8
 9   DATED at Perth this                day of                            .
10
11   MINISTER FOR MINES
12
13
14                              FOURTH SCHEDULE
15
16                            WESTERN AUSTRALIA
17
18            IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972
19
20                                MINING ACT 1978
21
22      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
23
24
25   No.     MISCELLANEOUS LICENCE [ ]
26
27   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
28   and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time
29   to time added to, varied or amended, the State agreed to grant to [          ]
30   (hereinafter with its successors and permitted assigns called "the Company") a
31   miscellaneous licence for the construction use and maintenance of a Lateral
32   Access Road (as defined in the Agreement) AND WHEREAS the Company
33   pursuant to clause 20E(6)(a)(ii) of the Agreement has made application for the
34   said licence;
35
36   NOW in consideration of the rents reserved by and the provisions of the
37   Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act
38   1972, as from time to time added to, varied or amended, the Company is hereby
39   authorised to construct use and maintain a road on the land more particularly
40   delineated and described from time to time in the Schedule hereto in accordance
41   with the provisions of the Agreement and proposals approved under the

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                                                                                s. 14



 1   Agreement for a term of 4 years commencing on the date hereof (subject to the
 2   sooner determination of the term upon the cessation or determination of the
 3   Agreement) and for the purposes and upon and subject to the terms covenants
 4   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
 5   this licence, and any amendments to the Agreement and the Mining Act 1978
 6   from time to time and to the terms and conditions (if any) now or hereafter
 7   endorsed hereon and the payment of rentals in respect of this licence in
 8   accordance with clause 20E(6)(a)(ii) of the Agreement PROVIDED ALWAYS
 9   that this licence shall not be determined or forfeited otherwise than in
10   accordance with the Agreement.
11
12   In this licence:
13
14   -         If the Company be more than one the liability of the Company
15             hereunder shall be joint and several.
16
17   -         Reference to an Act includes all amendments to that Act for the time
18             being in force and also any Act passed in substitution therefore or in
19             lieu thereof and to the regulations and by-laws of the time being in
20             force thereunder.
21
22   -         Reference to "the Agreement" means such agreement as from time to
23             time added to, varied or amended.
24


25   ENDORSEMENTS AND CONDITIONS
26
27   Endorsements
28
29   1.        This licence is granted in accordance with proposals submitted on
30             [ ], and approved by the Minister (as defined in the Agreement) on
31             [ ], under the Agreement.
32
33   2.        [Any further endorsement which the Minister for Mines may,
34             consistent with the provisions of the Agreement, determines and
35             thereafter impose in respect of this licence including during the term
36             of the Agreement.]
37




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     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1   Conditions
 2
 3   [Such conditions which the Minister for Mines may, consistent with the
 4   provisions of the Agreement, determines and thereafter impose in respect of the
 5   licence, including during the term of the Agreement.]
 6
 7                                   SCHEDULE
 8
 9                                 Description of land
10
11   Locality:
12   Mineral Field:
13   Area:
14
15   DATED at Perth this                 day of                            .
16
17   MINISTER FOR MINES
18
19
20
21                               FIFTH SCHEDULE
22
23                            WESTERN AUSTRALIA
24
25            IRON ORE (MOUNT BRUCE) AGREEMENT ACT 1972
26
27                                MINING ACT 1978
28
29      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
30
31
32   No.     MISCELLANEOUS LICENCE [ ]
33
34   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
35   and scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as from time
36   to time added to, varied or amended, the State agreed to grant to [           ]
37   (hereinafter with its successors and permitted assigns called "the Company") a
38   miscellaneous licence for the construction use and maintenance of a Lateral
39   Access Road (as defined in the Agreement) AND WHEREAS the Company
40   pursuant to clause 20E(6)(b) of the Agreement has made application for the said
41   licence;

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                                                                                s. 14



 1
 2   NOW in consideration of the rents reserved by and the provisions of the
 3   Agreement and in pursuance of the Iron Ore (Mount Bruce) Agreement Act
 4   1972, as from time to time added to, varied or amended, the Company is hereby
 5   authorised to construct use and maintain a road on the land more particularly
 6   delineated and described from time to time in the Schedule hereto in accordance
 7   with the provisions of the Agreement and proposals approved under the
 8   Agreement for a term of 4 years commencing on the date hereof (subject to the
 9   sooner determination of the term upon the cessation or determination of the
10   Agreement) and for the purposes and upon and subject to the terms covenants
11   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
12   this licence, and any amendments to the Agreement and the Mining Act 1978
13   from time to time and to the terms and conditions (if any) now or hereafter
14   endorsed hereon and the payment of rentals in respect of this licence in
15   accordance with clause 20E(6)(b) of the Agreement PROVIDED ALWAYS
16   that this licence shall not be determined or forfeited otherwise than in
17   accordance with the Agreement.
18
19   In this licence:
20
21   -         If the Company be more than one the liability of the Company
22             hereunder shall be joint and several.
23
24   -         Reference to an Act includes all amendments to that Act for the time
25             being in force and also any Act passed in substitution therefore or in
26             lieu thereof and to the regulations and by-laws of the time being in
27             force thereunder.
28
29   -        Reference to "the Agreement" means such agreement as from time to
30            time added to, varied or amended.
31


32   ENDORSEMENTS AND CONDITIONS
33
34   Endorsements
35
36   1.        This licence is granted in accordance with proposals submitted on
37             [ ], and approved by the Minister (as defined in the Agreement) on
38             [ ], under the Agreement.
39



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     Part 4         Iron Ore (Mount Bruce) Agreement Act 1972 amended

     s. 14



 1   2.         [Any further endorsement which the Minister for Mines may,
 2              consistent with the provisions of the Agreement, determines and
 3              thereafter impose in respect of this licence including during the term
 4              of the Agreement.]
 5
 6   Conditions
 7
 8   [Such conditions which the Minister for Mines may, consistent with the
 9   provisions of the Agreement, determines and thereafter impose in respect of the
10   licence, including during the term of the Agreement.]
11
12                                        SCHEDULE
13
14                                  Description of land
15
16   Locality:
17   Mineral Field:
18   Area:
19
20   DATED at Perth this                    day of                           .
21
22   MINISTER FOR MINES               "
23
24




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             Iron Ore (Mount Bruce) Agreement Act 1972 amended          Part 4

                                                                               s. 14



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                         )
 4   COLIN JAMES BARNETT                              )       [Signature]
 5   in the presence of:                              )
 6
             [Signature]
          STEPHEN WOOD
 7
 8
 9
     THE COMMON SEAL of MOUNT                             )
     BRUCE MINING PTY. LIMITED ACN                        )
     008 714 010 was hereunto affixed by                  )   [C.S.]
     authority of the Directors in the presence of:       )
10
11
     [Signature]                                 ALAN DAVIES
     Director
12
     [Signature]                                 HELEN FERNIHOUGH
     Secretary
13




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     s. 18



 1               Part 5 -- Iron Ore (Hope Downs) Agreement
 2                           Act 1992 amended
 3   15.          Act amended
 4                This Part amends the Iron Ore (Hope Downs) Agreement
 5                Act 1992.
 6   16.          Section 3 amended
 7         (1)    In section 3 insert in alphabetical order:
 8

 9                      the First Variation Agreement means the agreement a
10                      copy of which is set out in Schedule 2.
11

12         (2)    In section 3 in the definition of Agreement delete "the Schedule
13                and includes that agreement as varied from time to time in
14                accordance with its provisions." and insert:
15

16                      Schedule 1 and, except in section 4(1), includes that
17                      agreement as varied from time to time in accordance
18                      with its provisions and by the First Variation
19                      Agreement;
20

21   17.          Section 4 amended
22         (1)    After section 4(1) insert:
23

24               (2A)   The First Variation Agreement is ratified.
25

26         (2)    After section 4(3) insert:
27

28                (4)   To avoid doubt, it is declared that the provisions of the
29                      Public Works Act 1902 section 96 do not apply to a
30                      railway constructed under the Agreement.
31


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                                                                          s. 18



 1   18.        Section 5 inserted
 2              After section 4 insert:
 3


 4         5.         State empowered under clause 15C(9)(a)
 5                    The State has power in accordance with
 6                    clause 15C(9)(a) of the Agreement.
 7


 8   19.        Schedule amended
 9              In the heading to the Schedule delete "Schedule" and insert:
10

11              Schedule 1
12


13   20.        Schedule 2 inserted
14              After the Schedule insert:




                                                                      page 315
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     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1                Schedule 2 -- First Variation Agreement
2                                                                      [s. 3]
3                                     2010
4
5
6
7               THE HONOURABLE COLIN JAMES BARNETT
8            PREMIER OF THE STATE OF WESTERN AUSTRALIA
9
10
11                                    AND
12
13                   HOPE DOWNS IRON ORE PTY. LTD.
14                          ACN 071 514 308
15
16                       HAMERSLEY WA PTY. LTD.
17                           ACN 115 004 138
18
19
20
21
22
23              IRON ORE (HOPE DOWNS) AGREEMENT 1992
24
25                  RATIFIED VARIATION AGREEMENT
26
27
28
29
30                             [Solicitor's details]
31
32
33
34
35
36
37
38
39


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                                                                               s. 20



1    THIS AGREEMENT is made this 17th day of November 2010
2
3
4    BETWEEN
5
6
7    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
8    State of Western Australia acting for and on behalf of the said State and
9    instrumentalities thereof from time to time (State)
10
11   AND
12
13   HOPE DOWNS IRON ORE PTY LTD ACN 071 514 308 of Level 3, Hppl
14   House, 28-42 Ventnor Avenue, West Perth, Western Australia and
15   HAMERSLEY WA PTY. LTD. ACN 115 004 138 of Level 22, Central Park,
16   152-158 St Georges Terrace, Perth, Western Australia. (Joint Venturers).
17
18
19   RECITALS
20
21   A.    The State and the Joint Venturers are now the parties to the agreement
22         dated 30 November 1992 ratified by and scheduled to the Iron Ore (Hope
23         Downs) Agreement Act 1992 and which as subsequently added to, varied
24         or amended is referred to in this Agreement as the "Principal
25         Agreement".
26
27   B.    The State and the Joint Venturers wish to vary the Principal Agreement.
28
29   THE PARTIES AGREE AS FOLLOWS:
30
31   1.    Subject to the context, the words and expressions used in this Agreement
32         have the same meanings respectively as they have in and for the purpose
33         of the Principal Agreement.
34
35   2.    The State shall sponsor a Bill in the Parliament of Western Australia to
36         ratify this Agreement and shall endeavour to secure its passage as an Act
37         prior to 31 December 2010 or such later date as the parties may agree.
38




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     s. 20



1    3.      (a)   Clause 4 does not come into operation unless or until an Act
2                  passed in accordance with clause 2 ratified this Agreement.
3
4            (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
5                  clause 2, clause 4 has not come into operation then unless the
6                  parties hereto otherwise agree this Agreement shall cease and
7                  determine and none of the parties shall have any claim against the
8                  other parties with respect to any matter or thing arising out of or
9                  done or performed or omitted to be done or performed under this
10                 Agreement.

11   4.      The Principal Agreement is hereby varied as follows:

12           (1)   in clause 1:

13                 (a)   by deleting the existing definitions of "approved proposal",
14                       "beneficiated ore", "beneficiated manganese ore",
15                       "beneficiated manganiferous ore", "fine ore", "iron ore",
16                       "loading port", "lump ore" and "metallised agglomerates";

17                 (b)   by inserting in the appropriate alphabetical positions the
18                       following new definitions:

19                       "approved proposal" means a proposal approved or
20                       determined under this Agreement;

21                       "associated company" means:

22                       (a)      any company notified in writing by the Company to
23                                the Minister which is incorporated in the United
24                                Kingdom, the United States of America or Australia
25                                and which is:

26                                (i)    a subsidiary of the Company within the
27                                       meaning of the term "subsidiary" in section 46
28                                       of    the     Corporations       Act      2001
29                                       (Commonwealth);

30                                (ii)   promoted by the Company for all or any of the
31                                       purposes of this Agreement and in which the


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                                                                      s. 20



1                           Company holds not less than $2,000,000 of the
2                           issued ordinary capital;

3                   (iii)   a company in which the Company holds not
4                           less than 20% of the issued ordinary share
5                           capital;

6                   (iv)    a related body corporate (within the meaning of
7                           the term "related body corporate" in section 9
8                           of      the     Corporations       Act    2001
9                           (Commonwealth)) of the Company or of any
10                          company in which the Company holds not less
11                          than 20% of the issued ordinary share capital;
12                          and

13            (b)   any other company approved in writing by the
14                  Minister for the purpose of this Agreement which is
15                  associated directly or indirectly with the Company in
16                  its business or operations under this Agreement;

17            "beneficiated    manganese       ore"   and     "beneficiated
18            manganiferous ore" mean respectively manganese ore and
19            manganiferous ore that has been concentrated or upgraded
20            (otherwise than solely by crushing, screening, separating by
21            hydrocycloning or a similar technology which uses
22            primarily size as a criterion, washing, scrubbing,
23            trommelling or drying or by a combination of 2 or more of
24            those processes) by the Company in a plant constructed
25            pursuant to a proposal approved pursuant to an Integration
26            Agreement or in such other plant as is approved by the
27            Minister after consultation with the Minister for Mines;

28            "beneficiated ore" means iron ore (other than manganese ore
29            and manganiferous ore) that has been concentrated or
30            upgraded (otherwise than solely by crushing, screening,
31            separating by hydrocycloning or a similar technology which
32            uses primarily size as a criterion, washing, scrubbing,
33            trommelling or drying, or by a combination of 2 or more of
34            those processes) by the Company in a plant constructed
35            pursuant to a proposal approved pursuant to an Integration

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     s. 20



1                    Agreement or in such other plant as is approved by the
2                    Minister after consultation with the Minister for Mines and
3                    "beneficiation" and "beneficiate" have corresponding
4                    meanings;

5                    "East Angelas Deposit" has the meaning given in subclause
6                    (3) of Clause 15;

7                    "fine ore" means iron ore (not being beneficiated ore,
8                    beneficiated manganese ore or beneficiated manganiferous
9                    ore) which is screened and will pass through a 6.3
10                   millimetre mesh screen;

11                   "Government agreement" has the meaning given in the
12                   Government Agreements Act 1979 (WA);

13                   "Integration Agreement" means:

14                   (a)   the agreement approved by and scheduled to the Iron
15                         Ore (Hamersley Range) Agreement Act 1963, as from
16                         time to time added to, varied or amended; or

17                   (b)   the agreement approved by and scheduled to the Iron
18                         Ore (Robe River) Agreement Act 1964, as from time
19                         to time added to, varied or amended; or

20                   (c)   the agreement approved by and scheduled to the Iron
21                         Ore (Hamersley Range) Agreement Act Amendment
22                         Act 1968, as from time to time added to, varied or
23                         amended; or

24                   (d)   the agreement ratified by and scheduled to the Iron
25                         Ore (Mount Bruce) Agreement Act 1972, as from
26                         time to time added to, varied or amended; or

27                   (e)   the agreement ratified by and scheduled to the Iron
28                         Ore (Hope Downs) Agreement Act 1992, as from time
29                         to time added to, varied or amended; or




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                                                                      s. 20



1             (f)   the agreement ratified by and scheduled to the Iron
2                   Ore (Yandicoogina) Agreement Act 1996, as from
3                   time to time added to, varied or amended; or

4             (g)   the agreement approved by and scheduled to the Iron
5                   Ore (Mount Newman) Agreement Act 1964, as from
6                   time to time added to, varied or amended; or

7             (h)   the agreement approved by and scheduled to the Iron
8                   Ore (Mount Goldsworthy) Agreement Act 1964, as
9                   from time to time added to, varied or amended; or

10            (i)   the agreement ratified by and scheduled to the Iron
11                  Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
12                  as from time to time added to, varied or amended; or

13            (j)   the agreement authorised by and as scheduled to the
14                  Iron Ore (McCamey's Monster) Agreement
15                  Authorisation Act 1972, as from time to time added
16                  to, varied or amended; or

17            (k)   the agreement ratified by and scheduled to the Iron
18                  Ore (Marillana Creek) Agreement Act 1991, as from
19                  time to time added to, varied or amended;

20            "Integration Proponent" means in relation to an Integration
21            Agreement, "the Company" or "the Joint Venturers" as the
22            case may be as defined in, and for the purpose of, that
23            Integration Agreement;

24            "iron ore" includes, without limitation, beneficiated ore,
25            beneficiated manganese ore and beneficiated manganiferous
26            ore;

27            "laws relating to native title" means laws applicable from
28            time to time in the said State in respect of native title and
29            includes the Native Title Act 1993 (Commonwealth);




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1                    "loading port" means:

2                    (a)   the Port of Dampier; or

3                    (b)   Port Walcott; or

4                    (c)   the Port of Port Hedland; or

5                    (d)   any other port constructed after the variation date
6                          under an Integration Agreement; or

7                    (e)   such other port approved by the Minister at the
8                          request of the Company from time to time for the
9                          shipment of iron ore from the mining lease;

10                   "lump ore" means iron ore (not being beneficiated ore,
11                   beneficiated manganese ore or beneficiated manganiferous
12                   ore) which is screened and will not pass through a 6.3
13                   millimetre mesh screen;

14                   "metallised agglomerates" means products resulting from
15                   the reduction of iron ore by any method whatsoever and
16                   having an iron content of not less than 85%;
17
18                   "Related Entity" means a company in which:
19
20                   (a)   as at 21 June 2010; and

21                   (b)   after 21 June 2010, with the approval of the Minister,
22
23                   a direct or (through a subsidiary or subsidiaries within the
24                   meaning of the Corporations Act 2001 (Commonwealth))
25                   indirect shareholding of 20% or more is held by:

26                   (c)   Rio Tinto Limited ABN 96 004 458 404; or

27                   (d)   BHP Billiton Limited ABN 49 004 028 077; or

28                   (e)   those companies referred to in paragraphs (c) and (d)
29                         in aggregate;


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1             "variation date" means the date on which clause 4 of the
2             variation agreement made on or about 17 November 2010
3             between the State and the Company comes into operation;
4             and

5       (c)    in the definition of "agreed or determined" by:

6             (i)     inserting "(following, if requested by the Company,
7                     consultation with the Company and its consultants in
8                     regard thereto" after "as determined by the Minister";

9             (ii)     deleting "assessed at" and substituting "assessed
10                     on"; and

11            (iii)    deleting all the words after "shall have regard to"
12                     and substituting a colon followed by:

13                     "(i)    in the case of iron ore initially sold at cost
14                             pursuant to the proviso to clause 12(10), the
15                             prices for that type of iron ore prevailing at
16                             the time the price for such iron ore was
17                             agreed between the arm's length purchaser
18                             referred to in paragraph (iii) of that proviso
19                             and the seller in relation to the type of sale
20                             and the relevant international seaborne iron
21                             ore market into which such iron ore was
22                             sold and where prices beyond the deemed
23                             f.o.b. point are being considered the
24                             deductions mentioned in the definition of
25                             f.o.b. value; and

26                     (ii)    in any other case, the prices for that type of
27                             iron ore prevailing at the time the price for
28                             such iron ore was agreed between the
29                             Company and the purchaser in relation to
30                             the type of sale and the market into which
31                             such iron ore was sold and where prices
32                             beyond the deemed f.o.b. point are being
33                             considered the deductions mentioned in the
34                             definition of f.o.b. value;";


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1               (d)   in the definition of "f.o.b. value" by:

2                     (i)     in paragraph (i):

3                             (A)   inserting "subject to paragraph (ii)," before "in
4                                   the case of";

5                             (B)   deleting "assessed      at"   and    substituting
6                                   "assessed on"; and

7                             (C)   inserting "relevant" before "loading port" in
8                                   both places where it appears;

9                     (ii)     remembering paragraph (ii) as paragraph (iii); and

10                    (iii)    inserting after paragraph (i) the following new
11                             paragraph:

12                             "(ii) in the case of iron ore initially sold at cost
13                                   pursuant to the proviso to clause 12(10), the
14                                   price which is payable for the iron ore by the
15                                   arm's length purchaser as referred to in
16                                   paragraph (iii) of that proviso or, where the
17                                   Minister considers, following advice from the
18                                   appropriate Government department, that the
19                                   price payable in respect of the iron ore does
20                                   not represent a fair and reasonable market
21                                   value for that type of iron ore assessed on an
22                                   arm's length basis in the relevant international
23                                   seaborne iron ore market, such amount as is
24                                   agreed or determined as representing such a
25                                   fair and reasonable market value, less all
26                                   duties, taxes, costs and charges referred to in
27                                   paragraph (i) above"; and

28              (e)   in the definition of "mining lease" by deleting "Clause 14"
29                    and substituting "Clauses 12A, 14 or 15(3)";




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1    (2)   by inserting after clause 2 the following new clause:

2          "2A. Nothing in this Agreement shall be construed:

3                (a)    to exempt the Company from compliance with any
4                       requirement in connection with the protection of the
5                       environment arising out of or incidental to its
6                       activities under this Agreement that may be made by
7                       or under the EP Act; or

8                (b)    to exempt the State or the Company from compliance
9                       with or to require the State or the Company to do
10                      anything contrary to any laws relating to native title
11                      or any lawful obligation or requirement imposed on
12                      the State or the Company as the case may be pursuant
13                      to any laws relating to native title; or

14               (c)    to exempt the Company from compliance with the
15                      provisions of the Aboriginal Heritage Act 1972
16                      (WA).";

17   (3)   in clause 10(1):

18         (a)    by inserting "from the mining lease (other than from the
19                East Angelas Deposit)" after "desires to produce";

20         (b)    by deleting "proposals submitted pursuant to subclause (1)
21                of Clause 7" and substituting "approved proposals
22                (including for the development of the East Angelas
23                Deposit)"; and

24         (c)    by inserting "(other than for the development of the East
25                Angelas Deposit) or under Clause 15C)" after "activities
26                carried on pursuant to this Agreement";

27   (4)   by inserting the following sentence at the end of clause 10(1):

28         "The provisions of clause 7(4)(b) shall apply to proposals
29         submitted pursuant to this clause.";



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1            (5)   by deleting subclause (2) of clause 10 and substituting the
2                  following new subclauses:

3                  "(2) A proposal may with the consent of the Minister (except in
4                       relation to an Integration Agreement) and that of any parties
5                       concerned (being in respect of an Integration Agreement the
6                       Integration Proponent for that agreement) provide for the
7                       use by the Company of any works installations or facilities
8                       constructed or established under a Government agreement.

9                  (3)   Each of the proposals pursuant to subclause (1) may with
10                       the approval of the Minister or, if so required by the
11                       Minister, shall be submitted separately and in any order as
12                       to any matter or matters in respect of which such proposals
13                       are required to be submitted.

14                 (4)   At the time when the Company submits the said proposals it
15                       shall submit to the Minister details of any services (including
16                       any elements of the project investigations, design and
17                       management) and any works materials, plant, equipment and
18                       supplies that it proposes to consider obtaining from or having
19                       carried out or permitting to be obtained from or carried out
20                       outside Australia together with its reasons therefor and shall,
21                       if required by the Minister, consult with the Minister with
22                       respect thereto.

23                 (5)   The Company may withdraw its proposals pursuant to
24                       subclause (1) at any time before approval thereof, or where
25                       any decision in respect thereof is referred to arbitration as
26                       referred to in clause 10A, within 3 months after the award by
27                       notice to the Minister that it shall not be proceeding with the
28                       same.";

29           (6)   by inserting after clause 10 the following new clauses:

30                 "Consideration of Company's proposals under clause 10

31                 10A. (1)     In respect of each proposal pursuant to subclause (1)
32                              of Clause 10 the Minister shall:
33



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1                   (a)   subject to the limitations set out below, refuse
2                         to approve the proposal (whether it requests the
3                         grant of new tenure or not) if the Minister is
4                         satisfied on reasonable grounds that it is not in
5                         the public interest for the proposal to be
6                         approved; or

7                   (b)   approve of the proposal without qualification or
8                         reservation; or

9                   (c)   defer consideration of or decision upon the
10                        same until such time as the Company submits a
11                        further proposal or proposals in respect of some
12                        other of the matters mentioned in Clause 10(1)
13                        not covered by the said proposal; or

14                  (d)   require as a condition precedent to the giving of
15                        his approval to the said proposal that the
16                        Company make such alteration thereto or
17                        comply with such conditions in respect thereto
18                        as he thinks reasonable, and in such a case the
19                        Minister shall disclose his reasons for such
20                        conditions,

21                        PROVIDED           ALWAYS         that    where
22                        implementation of any proposals hereunder has
23                        been approved pursuant to the EP Act subject
24                        to conditions or procedures, any approval or
25                        decision of the Minister under this clause shall
26                        if the case so requires incorporate a
27                        requirement that the Company make such
28                        alterations to the proposals as may be necessary
29                        to make them accord with those conditions or
30                        procedures.

31                  In considering whether to refuse to approve a
32                  proposal the Minister is to assess whether or not the
33                  implementation of the proposal by itself, or together
34                  with any one or more of the other submitted
35                  proposals, will:

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1
2                          (i)     detrimentally affect economic and orderly
3                                  development in the said State, including
4                                  without limitation, infrastructure development
5                                  in the said State; or
6
7                          (ii)    be contrary to or inconsistent with the planning
8                                  and development policies and objectives of the
9                                  State; or
10
11                         (iii)   detrimentally affect the rights and interests of
12                                 third parties; or
13
14                         (iv)    detrimentally affect access to and use by others
15                                 of the lands the subject of any grant or
16                                 proposed grant to the Company.

17                         The right to refuse to approve a proposal conferred by
18                         paragraph (a) may only be exercised in respect of a
19                         proposal where the Minister is satisfied on reasonable
20                         grounds that a purpose of the proposal is the
21                         integrated use of works installations or facilities (as
22                         defined in subclause (7) of clause 15A for the purpose
23                         of that clause) as contemplated by clause 15A. It may
24                         not be so exercised in respect of a proposal if
25                         pursuant to clause 10B(5) the Minister, prior to the
26                         submission of the proposal, advised the Company in
27                         writing that the Minister has no public interest
28                         concerns (as defined in that clause) with the single
29                         preferred development (as referred to in clause
30                         10B(5)(a)) the subject of the submitted proposals and
31                         those proposals are consistent (as to their substantive
32                         scope and content) with the information provided to
33                         the Minister pursuant to clause 10B(5) in respect of
34                         that single preferred development.

35                   (2)   The Minister shall within 2 months after receipt of
36                         proposals pursuant to clause 10(1) give notice to the
37                         Company of his decision in respect to the proposals,
38                         PROVIDED THAT where a proposal is to be

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1                   assessed under Part IV of the EP Act the Minister
2                   shall only give notice to the Company of his decision
3                   in respect to the proposal within 2 months after
4                   service on him of an authority under section 45(7) of
5                   the EP Act.

6             (3)   If the decision of the Minister is as mentioned in
7                   either of paragraphs (a), (c) or (d) of subclause (1) the
8                   Minister shall afford the Company full opportunity to
9                   consult with him and should it so desire to submit
10                  new or revised proposals either generally or in respect
11                  to some particular matter.

12            (4)   If the decision of the Minister is as mentioned in
13                  either of paragraphs (c) or (d) of subclause (1) and the
14                  Company considers that the decision is unreasonable
15                  the Company within 2 months after receipt of the
16                  notice mentioned in subclause (2) may elect to refer
17                  to arbitration in the manner hereinafter provided the
18                  question of the reasonableness of the decision
19                  PROVIDED THAT any requirement of the Minister
20                  pursuant to the proviso to subclause (1) shall not be
21                  referable to arbitration hereunder. A decision of the
22                  Minister under paragraph (a) of subclause (1) shall
23                  not be referable to arbitration under this Agreement.

24            (5)   If by the award made on the arbitration pursuant to
25                  subclause (4) the dispute is decided in favour of the
26                  Company the decision shall take effect as a notice by
27                  the Minister that he is so satisfied with and approves
28                  the matter or matters the subject of the arbitration.

29            (6)   The Company shall implement the approved
30                  proposals in accordance with the terms thereof.

31            (7)   Notwithstanding Clause 34, the Minister may during
32                  the implementation of approved proposals approve
33                  variations to those proposals.




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1               Notification of possible proposals
2
3               10B. (1)    If the Company, upon completion of a pre-feasibility
4                           study in respect of any matter that would require the
5                           submission and approval of proposals pursuant to this
6                           Agreement (being proposals which will have as their
7                           purpose, or one of their purposes, the integrated use
8                           of works installations or facilities as contemplated by
9                           Clause 15A) for the matter to be undertaken, intends
10                          to further consider the matter with a view to possibly
11                          submitting such proposals it shall promptly notify the
12                          Minister in writing giving reasonable particulars of
13                          the relevant matter.
14
15                    (2)   Within one (1) month after receiving the notification
16                          the Minister may, if the Minister so wishes, inform
17                          the Company of the Minister's views of the matter at
18                          that stage.
19
20                    (3)   If the Company is informed of the Minister's views, it
21                          shall take them into account in deciding whether or
22                          not to proceed with its consideration of the matter and
23                          the submission of proposals.
24
25                    (4)   Neither the Minister's response nor the Minister
26                          choosing not to respond shall in any way limit,
27                          prejudice or otherwise affect the exercise by the
28                          Minister of the Minister's powers, or the performance
29                          of the Minister's obligations, under this Agreement or
30                          otherwise under the laws from time to time of the said
31                          State.
32
33                    (5)   (a)   This subclause applies where the Company has
34                                settled upon a single preferred development a
35                                purpose of which is the integrated use of works
36                                installations or facilities (as defined in
37                                subclause (7) of Clause 15A for the purpose of
38                                that clause) as contemplated by Clause 15A.
39




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1                   (b)    For the purpose of this subclause "public
2                          interest concerns" means any concern that
3                          implementation of the single preferred
4                          development or any part of it will:
5
6                          (i)       detrimentally affect economic and
7                                    orderly development in the said State,
8                                    including       without      limitation,
9                                    infrastructure development in the said
10                                   State; or
11
12                         (ii)      be contrary to or inconsistent with the
13                                   planning and development policies and
14                                   objectives of the State; or
15
16                         (iii)     detrimentally affect the rights       and
17                                   interests of third parties; or
18
19                         (iv)      detrimentally affect access to and use by
20                                   others of lands the subject of any grant
21                                   or proposed grant to the Company.
22
23                 (c)    At any time prior to submission of proposals the
24                        Company may give to the Minister notice of its
25                        single preferred development and request the
26                        Minister to confirm that the Minister has no
27                        public interest concerns with that single
28                        preferred development.
29
30                 (d)    The Company shall furnish to the Minister with
31                        its notice reasonable particulars of the single
32                        preferred development including, without
33                        limitation:
34
35                        (i)      as to the matters that would be required to
36                                  be addressed in submitted proposals; and
37
38                        (ii)     its progress in undertaking any feasibility
39                                  or other studies or matters to be completed
40                                  before submission of proposals; and

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1
2                               (iii) its timetable for obtaining required
3                                      statutory and other approvals in relation to
4                                      the submission and approval of proposals;
5                                      and
6
7                               (iv)   its tenure requirements.
8
9                         (e)   If so required by the Minister, the Company will
10                              provide to the Minister such further information
11                              regarding the single preferred development as the
12                              Minister may require from time to time for the
13                              purpose of considering the Company's request
14                              and also consult with the Minister or
15                              representatives or officers of the State in regard
16                              to the single preferred development.
17
18                        (f)   Within 2 months after receiving the notice (or if
19                              the Minister requests further information, within
20                              2 months after the provision of that information)
21                              the Minister must advise the Company:
22
23                              (i)      that the Minister has no public interest
24                                       concerns with the single preferred
25                                       development; or

26                              (ii)     that he is not then in a position to advise
27                                       that he has no public interest concerns
28                                       with the single preferred development
29                                       and the Minister's reasons in that regard.
30
31                        (g)   If the Minister gives the advice mentioned in
32                              paragraph (f)(ii) the Company may, should it so
33                              desire, give a further request to the Minister in
34                              respect of a revised or alternate single preferred
35                              development and the provisions of this subclause
36                              shall apply mutatis mutandis thereto.";




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1    (7)   in clause 11(1) by inserting "for the initial mining project referred
2          to in Clause 7 or for the East Angelas Deposit project referred to in
3          subclause (4) of Clause 15" after "exceed 150";

4    (8)   in clause 11(2):

5           (a)    by in paragraph (a) inserting "or in respect of the East
6                  Angelas Deposit the matters mentioned in paragraphs (a)-
7                  (m) of subclause (4) of Clause 15" after "Clause 7"; and

8           (b)    by in paragraph (c) inserting "or under subclause (8) of
9                  Clause 15" after "Clause 8";

10   (9)   in clause 11(3):

11         (a)    by in paragraph (a):

12                (i)     inserting "and such increase or plan relates to or
13                        primarily relates to the initial mining project
14                        referred to in Clause 7" after "in principle a
15                        proposed increase or plan"; and

16                (ii)    in subparagraph (i) inserting "approval" after "in
17                        principle";

18         (b)    by redesignating the existing paragraph (b) as paragraph (c);

19         (c)    by inserting the following new paragraph (b):
20
21                "(b)   If the Minister approves a proposed increase or
22                       plan and such increase or plan relates to or
23                       primarily to the East Angelas Deposit project
24                       referred to in subclause (4) of Clause 15:
25
26                       (i)   if it has not already submitted pursuant to
27                             subclause (4) of Clause 15 all of its
28                             proposals for its East Angelas Deposit
29                             project, submit to the Minister pursuant to
30                             subclause (4) of Clause 15 detailed
31                             proposals in respect of the proposed


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1                                       increase or plan as part of the Company's
2                                       proposals for its East Angelas Deposit
3                                       project and in accordance with any
4                                       conditions of the Minister's in principle
5                                       approval; or

6                                (ii)   if it has already submitted pursuant to
7                                       subclause (4) of Clause 15 all of its proposals
8                                       for its East Angelas Deposit project, within six
9                                       (6) months of the Minister's in principle
10                                      approval submit to the Minister detailed
11                                      proposals in respect of the proposed increase
12                                      or plan in accordance with any conditions of
13                                      that approval otherwise that approval shall
14                                      lapse."; and

15                (d)    by in paragraph (c) deleting the second sentence and
16                       substituting the following sentence:
17
18                       "The provisions of:
19
20                       (i)     subclause (4)(b) of Clause 7, subclauses (2) to (5)
21                               of Clause 10 and of Clause 10A shall apply to
22                               detailed proposals submitted pursuant to paragraph
23                               (a)(ii) of this subclause;
24
25                       (ii)    subclauses (4) to (14) of Clause 15 shall apply
26                               mutatis mutandis to detailed proposals regarding a
27                               proposed increase or plan referred to in paragraph
28                               (b)(i) of this subclause; and
29


30                       (iii)   subclause (15)(b) of Clause 15 shall apply to detailed
31                               proposals submitted pursuant to paragraph (b)(ii) of
32                               this subclause.";

33           (10) in clause 11(4) by deleting "pursuant to Clause 8" and substituting
34                "as referred to in";




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1    (11) by inserting after clause 12(8) the following new subclauses:

2          "Blending of iron ore

3          (9)   (a)   The Company may blend iron ore mined from the
4                      mining lease with any:

5                      (i)     iron ore mined from a mining tenement or
6                              other mining title granted under, or pursuant to,
7                              an Integration Agreement; or

8                      (ii)    iron ore mined from a Mining Act 1978 mining
9                              lease located in, or proximate to, the Pilbara
10                             region of the said State which is held by a
11                             Related Entity alone or with a third party or
12                             parties (excluding any mining lease granted
13                             pursuant to, or held under, a Government
14                             agreement); or

15                     (iii)   with the prior approval of the Minister, iron ore
16                             mined in, or proximate to, the Pilbara region of
17                             the said State under a Government agreement
18                             (excluding an Integration Agreement); or

19                     (iv)    with the prior approval of the Minister, iron ore
20                             mined by a third party from a Mining Act 1978
21                             mining lease located in, or proximate to, the
22                             Pilbara region of the said State (excluding
23                             under a Government agreement) which has
24                             been purchased by an Integration Proponent
25                             from the third party.

26               (b)   The authority given under paragraph (a) is subject to
27                     the Minister being reasonably satisfied that there are
28                     in place adequate systems and controls for the correct
29                     apportionment of the quantities of iron ore being
30                     blended as between each of the sources referred to in
31                     paragraph (a), which systems and controls monitor
32                     production, processing, transportation, stockpiling
33                     and shipping of all such iron ore. If at any time the


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1                           Minister ceases to be so satisfied he may, after
2                           consulting the Company and provided the Company
3                           has not within three (3) months after the
4                           commencement of such consultation addressed the
5                           matters of concern to the Minister to his satisfaction,
6                           by notice in writing to the Company suspend the
7                           above authority in respect of the relevant blending
8                           arrangements until he is again satisfied in terms of
9                           this paragraph (b).

10                    (c)   If any blending of iron ore occurs as contemplated by
11                          this subclause, then for the purposes of Clauses 13(1)
12                          and (2)(a), a portion of the iron ore so blended being
13                          equal to the proportion that the amount of iron ore
14                          from the mining lease used in the admixture of iron
15                          ore bears to the total amount of iron ore so blended,
16                          shall be deemed to be produced from the mining
17                          lease.
18
19              Shipment of and price for iron ore

20              (10) The Company shall during the continuance of this
21                   Agreement ship, or procure to be shipped, all iron ore mined
22                   from the mining lease and sold:
23
24                    (a)   from a wharf in a loading port which has been
25                          constructed under an Integration Agreement; or
26
27                    (b)   with the Minister's approval given before submission
28                          of proposals in that regard, from any other wharf in a
29                          loading port which wharf has been constructed under
30                          another Government agreement (excluding the
31                          Integration Agreements),
32
33                   and use its best endeavours to obtain for all iron ore from the
34                   mining lease the best price possible having regard having
35                   regard to market conditions from time to time prevailing;
36                   PROVIDED THAT iron ore from the mining lease may be
37                   sold by the Company prior to or at the time of the shipment


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1             under this Agreement at a price equal to the production costs
2             in respect of that iron ore up to the point of sale, if:
3
4             (i)     the Minister is notified before the time of shipment
5                     that the sale is to be made at cost, providing details of
6                     the proposed sale; and
7
8             (ii)    the Minister is notified of the proposed arm's length
9                     purchaser in the relevant international seaborne iron
10                    ore market of the iron ore the subject of the proposed
11                    sale at cost; and
12
13            (iii)   there is included in the return lodged pursuant to
14                    clause 13(2) particulars of the transaction in which
15                    the ore sold at cost was subsequently purchased in the
16                    relevant international seaborne iron ore market by an
17                    arm's length purchaser specifying the purchaser, the
18                    seller, the price and the date when the sale was agreed
19                    between the arm's length purchaser and the seller; and
20
21            (iv)    the arm's length purchaser referred to in (iii) above is
22                    not then a designated purchaser as referred to below.
23
24            If required by notice in writing from the Minister, the
25            Company must provide the Minister within 30 days after
26            receiving the notice with evidence that the transaction as
27            included in the return pursuant to paragraph (b)(iii) above
28            was a sale in the relevant international seaborne iron ore
29            market to an independent participant in that market. If no
30            evidence is provided or the Minister is not so satisfied on the
31            evidence provided or other information obtained, the
32            Minister may by notice to the Company designate the
33            purchaser to be a designated purchaser and that designation
34            will remain in force unless and until lifted by further notice
35            from the Minister to the Company. For the avoidance of
36            doubt, and without limiting the Minister's discretion above,
37            the parties acknowledge that marketing entities forming part
38            of a corporate group that includes at the time a person (alone
39            or together with other persons) that comprise the Company
40            (or part of a parallel corporate group if that person is part of

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1                        a dual-listed corporate structure) are not independent
2                        participants for the purposes of this subclause.";

3            (12) by inserting after clause 12 the following new clause:

4                  "Additional areas

5                  12A. (1)    Notwithstanding the provisions of the Mining Act
6                              1904 or the Mining Act 1978 the Company may from
7                              time to time during the currency of this Agreement
8                              apply to the Minister for areas held by the Company
9                              or an associated company under a mining tenement
10                             granted under the Mining Act 1978 (excluding the
11                             exploration licences referred to in subclause (3) of
12                             Clause 15) to be included in the mining lease but so
13                             that the total area of the mining lease, any land that
14                             may be included in the mining lease pursuant to this
15                             Agreement and of any other mineral lease or mining
16                             lease granted under or pursuant to this Agreement (as
17                             aggregated) shall not at any time exceed 777 square
18                             kilometres. The Minister shall confer with the
19                             Minister for Mines in regard to any such application
20                             and if they approve the application the Minister for
21                             Mines shall upon the surrender of the relevant mining
22                             tenement include the area the subject thereof in the
23                             mining lease by endorsement subject to such of the
24                             conditions of the surrendered mining tenement as the
25                             Minister for Mines determines but otherwise subject
26                             to the same terms covenants and conditions as apply
27                             to the mineral lease (with such apportionment of rents
28                             as is necessary) and notwithstanding that the survey
29                             of such additional land has not been completed but
30                             subject to correction to accord with the survey when
31                             completed at the Company's expense.

32                       (2)   The Minister may approve, upon application by the
33                             Company from time to time, for the total area referred
34                             to in subclause (1) to be increased up to a limit not
35                             exceeding 1,000 square kilometres.



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1                (3)   The Company shall not mine or carry out other
2                      activities (other than exploration, bulk sampling and
3                      testing) on any area or areas added to the mining lease
4                      pursuant to subclause (1) of this Clause unless and
5                      until proposals with respect thereto are approved or
6                      determined pursuant to the subsequent provisions of
7                      this Clause.

8                (4)   If the Company desires to commence mining of iron
9                      ore or to carry out any other activities (other than as
10                     aforesaid) on the said areas it shall give notice of such
11                     desire to the Minister and shall within 2 months of the
12                     date of such notice (or thereafter within such
13                     extended time as the Minister may allow as
14                     hereinafter provided) and subject to the provisions of
15                     this Agreement submit to the Minister to the fullest
16                     extent reasonably practicable its detailed proposals
17                     (which proposals shall include plans where
18                     practicable and specifications where reasonably
19                     required by the Minister) with respect to such mining
20                     or other activities as additional proposals pursuant to
21                     Clauses 10 or 11 as the case may be.";

22   (13) in clause 13(1):

23         (a)   in paragraph (iv), by deleting "3.25%" and inserting "5%";
24               and

25         (b)   by inserting at the end of clause 13(1) the following new
26               paragraphs:

27               "Where beneficiated ore is produced from an admixture of
28               iron ore from the mining lease and other iron ore a portion
29               (and a portion only) of the beneficiated ore so produced
30               being equal to the proportion that the amount of iron in the
31               iron ore from the mining lease used in the production of
32               beneficiated ore bears to the total amount of iron in the iron
33               ore so used shall be deemed to be produced from iron ore
34               from the mining lease.



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1                        Where for the purpose of determining f.o.b. value it is
2                        necessary to convert an amount or price to Australian
3                        currency, the conversion is to be calculated using a rate
4                        (excluding forward hedge or similar contract rates) that has
5                        been approved by the Minister at the request of the
6                        Company and in the absence of such request as determined
7                        by the Minister to be a reasonable rate for the purpose.

8                        The provisions of regulation 85AA (Effect of GST etc on
9                        royalties) of the Mining Regulations 1981 (WA) shall apply
10                       mutatis mutandis to the calculation of royalties under this
11                       clause.";

12           (14) in clause 13(2):

13                 (a)   by inserting in paragraph (a) "and also showing such other
14                       information in relation to the abovementioned iron ore as
15                       the Minister may from time to time reasonably require in
16                       regard to, and to assist in verifying, the calculation of
17                       royalties in accordance with subclause (1)" after "the due
18                       date of the return";
19


20                 (b)   by in paragraph (a) deleting all words after "on the basis of"
21                       and substituting a colon followed by:

22                       "(i)   in the case of iron ore initially sold at cost pursuant to
23                              the proviso to clause 12(10), at the price notified
24                              pursuant to paragraph (iii) of that proviso;
25
26                       (ii)   in any other case, invoices or provisional invoices (as
27                              the case may be) rendered by the Company to the
28                              purchaser (which invoices the Company shall render
29                              without delay simultaneously furnishing copies
30                              thereof to the Minister) of such iron ore or on the
31                              basis of estimates as agreed or determined,
32
33                       and shall from time to time in the next following appropriate
34                       return and payment make (by return and by cash) all such
35                       necessary adjustments (and give to the Minister full details

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1                thereof) when the f.o.b. value shall have been finally
2                calculated, agreed or determined;";

3          (c)   in paragraph (b):

4                (i)     by deleting "books of account and records of the
5                        Company including contracts relative" and
6                        substituting "books, records, accounts, documents
7                        (including contracts), data and information of the
8                        Company stored by any means relating";

9                (ii)    by inserting "(in whatever form)" after "copies or
10                       extracts";

11               (iii)   by inserting "the subject of royalty" before each
12                       reference to "hereunder"; and

13               (iv)    by deleting "and" after the semi colon; and

14         (d)   by in paragraph (c) deleting the full stop and substituting ";
15               and" and inserting after paragraph (c) the following new
16               paragraph:

17               "(d) cause to be produced in Perth in the said State all
18                    books, records, accounts, documents (including
19                    contracts), data and information of the kind referred
20                    to in paragraph (n) to enable the exercise of rights by
21                    the Minister or the Minister's nominee under
22                    paragraph (n), regardless of the location in which or
23                    by whom those books, records, accounts, documents
24                    (including contracts), data and information are stored
25                    from time to time.";

26   (15) in clause 15(1):

27         (a)   by in paragraph (a) inserting "and subclause (3)" after "this
28               subclause"; and

29         (b)   by in paragraphs (a) and (b) deleting "2008" and substituting
30               "2012";


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1            (16) by deleting subclause (3) of Clause 15 and substituting the
2                 following new subclauses:
3
4                 "(3) Notwithstanding the provisions of the Mining Act the
5                      Company may on or before 31 December 2012 (or such
6                      later date as the parties may agree) apply to the Minister
7                      for all exploration licences held by it at the time of
8                      application within Area C (and being the subject of
9                      subclause (1)) to be included in the mining lease and
10                     provided that the exploration licences have been explored
11                     to the satisfaction of the State the Minister for Mines
12                     shall, subject to the surrender by the Company of the
13                     exploration licences concerned include the land the
14                     subject thereof (herein called "the East Angelas
15                     Deposit") in the mining lease by endorsement on the
16                     mining lease subject to such of the conditions of the
17                     surrendered exploration licences as the Minister for
18                     Mines determines but otherwise subject to the same
19                     terms and covenants and conditions as apply to the
20                     mining lease (with such apportionment of rents as is
21                     necessary) and notwithstanding that the survey of the
22                     East Angelas Deposit has not been completed (but
23                     subject to correction to accord with the survey when
24                     completed at the Company's expense).
25
26                (4)   The Company shall subject to the EP Act, Clause 11 and
27                      the other provisions of this Agreement submit to the
28                      Minister on or before the date occurring 2 years after the
29                      East Angelas Deposit is included in the mining lease to
30                      the fullest extent reasonably practicable its detailed
31                      proposals (including plans where practicable and
32                      specifications where reasonably required by the Minister
33                      and any other details normally required by a local
34                      government in whose area any works are to be situated)
35                      with respect to the production of iron ore from the East
36                      Angelas Deposit and the transport and shipment of iron
37                      ore produced which proposals shall make provisions for
38                      the Company's' workforce and associated population
39                      required to enable the Company to mine and recover iron
40                      ore from the East Angelas Deposit and transport and ship

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1             the iron ore and shall include the location, area, lay-out,
2             design, quantities, materials and time programme for the
3             commencement and completion of construction or
4             provision (as the case may be) of each of the following
5             matters, namely:
6
7       (a)   the mining and recovery of iron ore including mining
8             crushing screening handling transport and storage of iron
9             ore and plant facilities and any processing of iron ore
10            proposed to be carried out;
11
12      (b)   roads within the mining lease and roads serving the
13            mining lease;
14
15      (c)   temporary accommodation and ancillary facilities for the
16            mine camp workforce and housing and other appropriate
17            accommodation and facilities elsewhere for the
18            Company's' workforce, in each case engaged in the East
19            Angelas Deposit project;
20
21      (d)   management of vehicles on the mine site;
22
23      (e)   water supply;
24
25      (f)   power supply;
26
27      (g)   transportation of iron ore by conveyor or, subject to
28            Clause 11, by rail way or rail spur line constructed under
29            an Integration Agreement;
30
31      (h)   subject to Clauses 11 and 12(10), storage and ship
32            loading of iron ore;
33
34      (i)   mine aerodrome on or in the vicinity of the mining lease
35            and any other aerodrome facilities and services;
36
37      (j)   any other works installations or facilities or services
38            desired by the Company;
39




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1                  (k)   use of local labour professional services manufacturers
2                        suppliers contractors and materials and measures to be
3                        taken with respect to the engagement and training of
4                        employees by the Company, its agents and contractors;
5
6                  (l)   any leases, licences or other tenures of land required
7                        from the State; and
8
9                  (m)   an environmental management programme as to
10                       measures to be taken, in respect of the Company's
11                       activities under this Agreement, for the rehabilitation and
12                       the protection and management of the environment.
13
14           (5)   A proposal may with the consent of the Minister (except in
15                 relation to an Integration Agreement) and that of any parties
16                 concerned (being in respect of an Integration Agreement the
17                 Integration Proponent for that agreement) provide for the use by
18                 the Company of any works installations or facilities constructed or
19                 established under a Government agreement.
20
21           (6)   Each of the proposals pursuant to subclause (4) may with the
22                 approval of the Minister or, if so required by the Minister, shall be
23                 submitted separately and in any order as to any matter or matters
24                 in respect of which such proposals are required to be submitted.

25           (7)   At the time when the Company submits the said proposals it shall:

26                 (a)   submit to the Minister details of any services (including any
27                       elements of the project investigations, design and
28                       management) and any works materials, plant, equipment and
29                       supplies that it proposes to consider obtaining from or
30                       having carried out or permitting to be obtained from or
31                       carried out outside Australia together with its reasons
32                       therefor and shall, if required by the Minister, consult with
33                       the Minister with respect thereto; and




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1          (b)   furnish to the Minister's reasonable satisfaction evidence of:

2                (i)     marketing arrangements demonstrating the Company's
3                        ability to sell iron ore in accordance with the said
4                        proposals;

5                (ii)    the availability of finance necessary for the fulfilment
6                        of the operations to which the said proposals refer;
7                        and

8                (iii)   the readiness of the Company to embark upon and
9                        proceed to carry out the operations referred to in the
10                       said proposals.
11
12   (8)   In respect of each proposal pursuant to subclause (4) the Minister
13         shall:
14
15         (a)   subject to the limitations set out below, refuse to approve
16               the proposal (whether it requests the grant of new tenure or
17               not) if the Minister is satisfied on reasonable grounds that it
18               is not in the public interest for the proposal to be approved;
19               or
20
21         (b)   approve of the proposal without qualification or reservation;
22               or
23
24         (c)   defer consideration of or decision upon the same until such
25               time as the Company submits a further proposal or proposals
26               in respect of some other of the matters mentioned in
27               subclause (4) not covered by the said proposal; or
28
29         (d)   require as a condition precedent to the giving of his approval
30               to the said proposal that the Company make such alteration
31               thereto or comply with such conditions in respect thereto as
32               he thinks reasonable, and in such a case the Minister shall
33               disclose his reasons for such conditions,
34
35         PROVIDED ALWAYS that where implementation of any
36         proposals hereunder has been approved pursuant to the EP Act
37         subject to conditions or procedures, any approval or decision of

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1               the Minister under this clause shall if the case so requires
2               incorporate a requirement that the Company make such alterations
3               to the proposals as may be necessary to make them accord with
4               those conditions or procedures.
5
6               In considering whether to refuse to approve a proposal the
7               Minister is to assess whether or not the implementation of the
8               proposal by itself, or together with any one or more of the other
9               submitted proposals, will:
10
11               (i)     detrimentally affect economic and orderly development in
12                       the said State, including without limitation, infrastructure
13                       development in the said State; or
14
15               (ii)    be contrary to or inconsistent with the planning and
16                       development policies and objectives of the State; or
17
18               (iii)   detrimentally affect the rights and interests of third
19                       parties; or
20
21               (iv)    detrimentally affect access to and use by others of the
22                       lands the subject of any grant or proposed grant to the
23                       Company.
24
25              The right to refuse to approve a proposal conferred by paragraph
26              (a) may only be exercised in respect of a proposal where the
27              Minister is satisfied on reasonable grounds that a purpose of the
28              proposal is the integrated use of works installations or facilities (as
29              defined in subclause (7) of clause 15A for the purpose of that
30              clause) as contemplated by clause 15A. It may not be so exercised
31              in respect of a proposal if pursuant to clause 10B(5) the Minister,
32              prior to the submission of the proposal, advised the Company in
33              writing that the Minister has no public interest concerns (as
34              defined in that clause) with the single preferred development (as
35              referred to in clause 10B(5)(a)) the subject of the submitted
36              proposals and those proposals are consistent (as to their
37              substantive scope and content) with the information provided to
38              the Minister pursuant to clause 10B(5) in respect of that single
39              preferred development.
40


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1    (9)   The Minister shall within 2 months after receipt of proposals
2          pursuant to subclause (4) give notice to the Company of his
3          decision in respect to the proposals, PROVIDED THAT where a
4          proposal is to be assessed under Part IV of the EP Act the Minister
5          shall only give notice to the Company of his decision in respect to
6          the proposal within 2 months after service on him of an authority
7          under section 45(7) of the EP Act.
8
9    (10) If the decision of the Minister is as mentioned in either of
10        paragraphs (a), (c) or (d) of subclause (8) the Minister shall afford
11        the Company full opportunity to consult with him and should it so
12        desire to submit new or revised proposals either generally or in
13        respect to some particular matter.
14
15   (11) If the decision of the Minister is as mentioned in either of
16        paragraphs (c) or (d) of subclause (8) and the Company considers
17        that the decision is unreasonable the Company within 2 months
18        after receipt of the notice mentioned in subclause (2) may elect to
19        refer to arbitration in the manner hereinafter provided the question
20        of the reasonableness of the decision PROVIDED THAT any
21        requirement of the Minister pursuant to the proviso to subclause
22        (8) shall not be referable to arbitration hereunder. A decision of
23        the Minister under paragraph (a) of subclause (8) shall not be
24        referable to arbitration under this Agreement.
25
26   (12) If by the award made on the arbitration pursuant to subclause (11)
27        the dispute is decided in favour of the Company the decision shall
28        take effect as a notice by the Minister that he is so satisfied with
29        and approves the matter or matters the subject of the arbitration.
30
31   (13) The Company shall implement the approved proposals in
32        accordance with the terms thereof.
33
34   (14) Notwithstanding Clause 34, the Minister may during the
35        implementation of approved proposals approve variations to those
36        proposals.
37
38   (15) (a)    Subject to Clause 11, if the Company at any time during the
39               continuance of this Agreement desires to produce more iron
40               ore from the East Angelas Deposit than the tonneage of iron

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1                        ore for transportation from the mining lease approved under
2                        approved proposals or to significantly modify expand or
3                        otherwise vary its activities in relation to the mining of the
4                        East Angelas Deposit beyond those activities specified in
5                        any approved proposals it shall give notice of such desire to
6                        the Minister and shall within 2 months thereafter submit to
7                        the Minister detailed proposals in respect of all matters
8                        covered by such notice and such of the other matters
9                        mentioned in paragraphs (a) to (m) of subclause (4) as the
10                       Minister may require.
11
12                 (b)   The provisions of subclauses (5) to (14) shall mutatis
13                       mutandis apply to detailed proposals submitted pursuant
14                       to this subclause with the proviso that the Company may
15                       withdraw such proposals at any time before approval
16                       thereof or, where any decision of the Minister in respect
17                       thereof is referred to arbitration, within 3 months after
18                       the award by notice to the Minister that it shall not be
19                       proceeding with the same. Subject to and accordance
20                       with the EP Act and any approvals and licences required
21                       under that Act the Company shall implement approved
22                       proposals pursuant to this Clause in accordance with the
23                       terms thereof.";

24           (17) by inserting after clause 15 the following new clauses:

25                 "Integrated use of works installations or facilities under the
26                 Integration Agreements

27                 15A. (1)    Subject to subclauses (2) to (7) of this Clause and to
28                             the other provisions of this Agreement, the Company
29                             may during the continuance of this Agreement:

30                             (a)    use any existing or new works installations or
31                                    facilities constructed or held:

32                                    (i)    under this Agreement; or

33                                    (ii)   under any other Integration Agreement
34                                           which are made available for such use


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1                                 and during the continuance of such
2                                 Integration Agreement; or

3                         (iii)   with the approval of the Minister, under
4                                 a Government agreement (excluding an
5                                 Integration Agreement) which are made
6                                 available for such use and during the
7                                 continuance of that agreement,

8                         (wholly or in part) in the activities of the
9                         Company carried on by it pursuant to this
10                        Agreement including, without limitation, as
11                        part of those activities, transporting by railway
12                        and shipping from a loading port and
13                        undertaking any ancillary and incidental
14                        activities in doing so (including, without
15                        limitation, blending permitted by Clause 12(9))
16                        of:

17                        (A)     iron ore mined from a Mining Act 1978
18                                mining lease located in, or proximate to,
19                                the Pilbara region of the said State which
20                                is held by a Related Entity alone or with
21                                a third party or parties (excluding any
22                                mining lease granted pursuant to, or held
23                                under, a Government agreement); or

24                        (B)     with the prior approval of the Minister,
25                                iron ore mined in, or proximate to, the
26                                Pilbara region of the said State under a
27                                Government agreement (excluding an
28                                Integration Agreement); or

29                        (C)     with the prior approval of the Minister,
30                                iron ore mined by a third party from a
31                                Mining Act 1978 mining lease located in,
32                                or proximate to, the Pilbara region of the
33                                said    State   (excluding under         a
34                                Government agreement) which has been



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1                                        purchased by the Company from the
2                                        third party; or

3                                (D)     iron ore mined under an Integration
4                                        Agreement;

5                          (b)   make any existing or new works installations or
6                                facilities constructed or held under this
7                                Agreement available for use (wholly or partly)
8                                by another Integration Proponent during the
9                                continuance of its Integration Agreement in the
10                               activities of that Integration Proponent carried
11                               on by it pursuant to its Integration Agreement
12                               including, without limitation, as part of those
13                               activities, transporting by railway and shipping
14                               from a loading port and undertaking any
15                               ancillary and incidental activities in doing so
16                               (including, without limitation, blending
17                               permitted by that Integration Agreement) of:

18                               (i)     iron ore mined from a Mining Act 1978
19                                       mining lease located in, or proximate to,
20                                       the Pilbara region of the said State which
21                                       is held by a Related Entity alone or with
22                                       a third party or parties (excluding any
23                                       mining lease granted pursuant to, or held
24                                       under, a Government agreement); or

25                               (ii)    with the prior approval of the Minister
26                                       (as defined in that Integration
27                                       Agreement), iron ore mined in, or
28                                       proximate to, the Pilbara region of the
29                                       said State under a Government
30                                       agreement (excluding an Integration
31                                       Agreement); or

32                               (iii)   with the prior approval of the Minister
33                                       (as defined in that Integration
34                                       Agreement), iron ore mined by a third
35                                       party from a Mining Act 1978 mining

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1                                lease located in, or proximate to, the
2                                Pilbara region of the said State
3                                (excluding     under    a    Government
4                                agreement) which has been purchased by
5                                that Integration Proponent from the third
6                                party; or

7                         (iv)   iron ore mined under an Integration
8                                Agreement;

9                   (c)   make any existing or new works installations or
10                        facilities constructed or held under this
11                        Agreement available for use (wholly or partly)
12                        in connection with operations under:
13
14                        (i)    a Mining Act 1978 mining lease located
15                               in, or proximate to, the Pilbara region of
16                               the said State, for iron ore, which is held
17                               by a Related Entity alone or with a third
18                               party or parties (excluding any mining
19                               lease granted pursuant to, or held under a
20                               Government agreement); or
21
22                        (ii)   with the approval of the Minister, a
23                               Government agreement (other than an
24                               Integration Agreement) for the mining of
25                               iron ore in, or proximate to, the Pilbara
26                               region of the said State;

27                  (d)   subject to subclause (2), under this Agreement
28                        and for the purpose of any use or making
29                        available for use referred to in paragraph (a),
30                        (b) or (c) connect any existing or new works
31                        installations or facilities constructed or held
32                        under this Agreement to any existing or new
33                        works installations or facilities constructed or
34                        held under another Integration Agreement;

35                  (e)   subject to subclause (2), under this Agreement
36                        and for the purpose of any use or making

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1                                available for use referred to in paragraph (a),
2                                (b) or (c) or making of any connection referred
3                                to in paragraph (d) construct new works
4                                installations or facilities and expand modify or
5                                otherwise vary any existing and new works
6                                installations or facilities constructed or held
7                                under this Agreement;

8                          (f)   allow a railway or rail spur line (not being a
9                                railway or rail spur line constructed or held
10                               under an Integration Agreement) to be
11                               connected to a railway or rail spur line or other
12                               works installations or facilities constructed or
13                               held under this Agreement for the delivery of
14                               iron ore to an Integration Proponent for
15                               transport by railway and shipping from a
16                               loading port (together with any ancillary and
17                               incidental activities in doing so) as part of its
18                               activities under its Integration Agreement; and

19                         (g)   allow an electricity transmission line (not being
20                               an electricity transmission line constructed or
21                               held under an Integration Agreement) to be
22                               connected to an electricity transmission line
23                               constructed or held under this Agreement for
24                               the supply of electricity permitted to be made
25                               under an Integration Agreement.

26                   (2)   (a)   A connection referred to in clause (1)(d) or
27                               construction, expansion, modification or other
28                               variation referred to in subclause (1)(e) by the
29                               Company shall, to the extent not already
30                               authorised under this Agreement as at the
31                               variation date, be regarded as a significant
32                               modification expansion or other variation of
33                               the Company's activities carried on by it
34                               pursuant to this Agreement and may only be
35                               made in accordance with proposals submitted
36                               and approved or determined under this
37                               Agreement in accordance with clauses 10 and

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1                         10A or clauses 11, 15 or 15C as the case may
2                         require and otherwise in compliance with the
3                         provisions of this Agreement and the laws
4                         from time to time of the said State. For the
5                         avoidance of doubt, the parties acknowledge
6                         that any use or making available for use
7                         contemplated by subclause (1)(a), (1)(b) or
8                         (1)(c) shall not otherwise than as required by
9                         this paragraph (a) require the submission and
10                        approval of further proposals under this
11                        Agreement.
12
13                  (b)   The Company shall not be entitled to:
14
15                        (i)     submit proposals to construct a port
16                                otherwise than as permitted by clause 11
17                                or to establish harbour or port works
18                                installations or facilities, or to expand
19                                modify or otherwise vary harbour or
20                                works installations or facilities otherwise
21                                than within the boundaries of any port
22                                permitted to be constructed by the
23                                Company pursuant to clause 11 or at or
24                                near the town of Port Hedland within the
25                                boundaries of the Port of Port Hedland;
26                                or
27
28                        (ii)    generate and supply power, take and
29                                supply water or dispose of water
30                                otherwise than in accordance with the
31                                other clauses of this Agreement and
32                                subject to any restrictions contained in
33                                those clauses; or
34
35                        (iii)   without limiting subparagraphs (i) and
36                                (ii) submit proposals to construct or
37                                establish works installations or facilities
38                                of a type, or to make expansions,
39                                modifications or other variations of
40                                works installations or facilities of a type,

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1                                      which in the Minister's reasonable
2                                      opinion this Agreement, immediately
3                                      before the variation date, did not permit
4                                      or     contemplate      the     Company
5                                      constructing, establishing or making as
6                                      the case may be otherwise than for
7                                      integration use as contemplated by
8                                      subclauses (1)(a), (1)(b) or (1)(c) or as
9                                      permitted by clause 15C; or
10
11                              (iv)   submit proposals to make a connection
12                                     as referred to in subclause (1)(d) or a
13                                     construction, expansion, modification or
14                                     other variation as referred to in subclause
15                                     (1)(e) otherwise than on tenure granted
16                                     under or pursuant to this Agreement
17                                     from time to time or held pursuant to this
18                                     Agreement from time to time; or
19
20                              (v)    submit proposals to make a connection
21                                     referred to in subclause (1)(d) or a
22                                     construction, expansion, modification or
23                                     other variation as referred to in subclause
24                                     (1)(e) for the purpose of use as
25                                     contemplated by subclause (1)(c)(i), if in
26                                     the reasonable opinion of the Minister
27                                     the activity which is the subject of the
28                                     proposals would give to the holder or
29                                     holders of the relevant Mining Act 1978
30                                     mining lease the benefit of rights or
31                                     powers granted to the Company under
32                                     this Agreement, over and above the right
33                                     of access to and use of the relevant
34                                     works, installations or facilities; or
35
36                              (vi)   submit proposals to make a connection
37                                     as referred to in subclause (1)(d) or a
38                                     construction, expansion, modification or
39                                     other variation as referred to in subclause
40                                     (1)(e) for the purpose of use as

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1                               contemplated by subclause (1)(c) and
2                               involving the grant of tenure without the
3                               prior approval of the Minister; or
4
5                         (vii) submit proposals to assign, sublet,
6                               transfer or dispose of any works
7                               installations or facilities constructed or
8                               held under this Agreement or any leases,
9                               licences, easements or other titles under
10                              or pursuant to this Agreement for any
11                              purpose referred to in this clause.

12                  (c)   Notwithstanding the provisions of clauses 10A,
13                        11, 15 or 15C, the Minister may defer
14                        consideration of, or a decision upon, a proposal
15                        submitted by the Company for a connection as
16                        referred to in subclause (1)(d) or a construction,
17                        expansion, modification or other variation as
18                        referred to in subclause (1)(e), for the purpose
19                        of use or making available for use as referred to
20                        in subclauses (1)(a) or (1)(b), until relevant
21                        corresponding proposals under the relevant
22                        Integration Agreement have been submitted and
23                        those proposals can be approved under that
24                        Integration Agreement concurrently with the
25                        Minister's approval under this Agreement of the
26                        Company's proposal.

27            (3)   Any use or making available for use as referred to in
28                  subclause (1), or submission of proposals as referred
29                  to in subclause (2), in respect of a Related Entity
30                  shall be subject to the Company first confirming with
31                  the Minister that the Minister is satisfied that the
32                  relevant company is a Related Entity.

33            (4)   The Company shall give the Minister prior written
34                  notice of any significant change (other than a
35                  temporary one for maintenance or to respond to an
36                  emergency) proposed in its use, or in it making


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1                          available for use, works, installations or facilities as
2                          referred to in this clause:

3                          (a)   from that authorised under this Agreement
4                                immediately before the variation date; and

5                          (b)   subsequently from that previously notified to
6                                the Minister under this subclause,

7                          as soon as practicable before such change occurs.

8                          The Company shall also keep the Minister fully
9                          informed with respect to any proposed connection as
10                         referred to in subclause (1)(f) or (1)(g) or request of
11                         the Company for such connection to be allowed.

12                   (5)   Nothing in this Agreement shall be construed to:

13                         (a)   exempt another Integration Proponent from
14                               complying with, or the application of, the
15                               provisions of its Integration Agreement.

16                         (b)   restrict the company's rights under Clause 33.
17
18                         For the avoidance of doubt the approval of proposals
19                         under this Agreement shall not be construed as
20                         authorising another Integration Proponent to
21                         undertake any activities under this Agreement or
22                         under another Integration Agreement.

23                   (6)   Nothing in this clause shall be construed to exempt
24                         the Company from complying with, or the application
25                         of, the other provisions of this Agreement including,
26                         without limitation, Clause 33 and of relevant laws
27                         from time to time of the said State.

28                   (7)   For the purpose of this Clause "works installations or
29                         facilities" means any:




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1                   (a)   harbour or port works installations or facilities
2                         including, without limitation, stockpiles,
3                         reclaimers, conveyors and wharves;

4                   (b)   railway or rail spur lines;

5                   (c)   track structures and systems associated with the
6                         operation and maintenance of a railway
7                         including, without limitation, sidings, train
8                         control and signalling systems, maintenance
9                         workshops and terminal yards;

10                  (d)   train loading and unloading works installations
11                        or facilities;

12                  (e)   conveyors;

13                  (f)   private roads;

14                  (g)   mine aerodrome and associated aerodrome
15                        works installations and facilities;

16                  (h)   iron ore mining, crushing, screening,
17                        beneficiation or other processing works
18                        installations or facilities;

19                  (i)   mine administration buildings including,
20                        without limitation, offices, workshops and
21                        medical facilities;

22                  (j)   borrow pits;

23                  (k)   accommodation and ancillary facilities
24                        including, without limitation, construction
25                        camps and in townsites constructed pursuant to
26                        and held under any Integration Agreement;

27                  (l)   water, sewerage, electricity, gas and
28                        telecommunications works installations and
29                        facilities    including,   without    limitation,
30                        pipelines, transmission lines and cables; and

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1                           (m)   any other works installations or facilities
2                                 approved of by the Minister for the purpose of
3                                 this clause.

4               Transfer of rights to shared works installations or facilities

5               15B. (1)    For the purposes of this clause "Relevant
6                           Infrastructure" means any works installations or
7                           facilities (as defined in Clause 15A(7)):

8                           (a)   constructed or held under another Integration
9                                 Agreement;

10                          (b)   which the Company is using in its activities
11                                pursuant to this Agreement;

12                          (c)   which the Minister is satisfied (after consulting
13                                with the Company and the Integration
14                                Proponent   for     that     other    Integration
15                                Agreement):

16                                (i)    are no longer required by that other
17                                       Integration Proponent to carry on its
18                                       activities pursuant to its Integration
19                                       Agreement because of the cessation of
20                                       the Integration Proponent's mining
21                                       operations in respect of which such
22                                       Relevant Infrastructure was constructed
23                                       or held or because of any other reason
24                                       acceptable to the Minister; and

25                                (ii)   are required by the Company to continue
26                                       to carry on its activities pursuant to this
27                                       Agreement; and

28                          (d)   in respect of which that other Integration
29                                Proponent has notified the Minister it consents
30                                to the Company submitting proposals as
31                                referred to in subclause (2).



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1             (2)   The Company may as an additional proposal pursuant
2                   to Clause 10 propose:

3                   (a)   that it be granted a lease licence or other title
4                         over the Relevant Infrastructure pursuant to this
5                         Agreement subject to and conditional upon the
6                         other Integration Proponent surrendering
7                         wholly or in part (and upon such terms as the
8                         Minister considers reasonable including any
9                         variation of terms to address environmental
10                        issues) its lease licence or other title over the
11                        Relevant Infrastructure; or

12                  (b)   that the other Integration Proponent's lease
13                        licence or other title (not being a mineral lease,
14                        mining lease or other right to mine title granted
15                        under a Government agreement, the Mining Act
16                        1904 or the Mining Act 1978) to the Relevant
17                        Infrastructure be transferred to this Agreement
18                        (to be held by the Company pursuant to this
19                        Agreement) with such surrender of land from it
20                        and variations of its terms as the Minister
21                        considers reasonable for that title to be held
22                        under this Agreement including, without
23                        limitation, to address environmental issues and
24                        outstanding obligations of that other Integration
25                        Proponent under its Integration Agreement in
26                        respect of that Relevant Infrastructure.

27                  The provisions of Clause 10A shall mutatis mutandis
28                  apply to any such additional proposal. In addition the
29                  Company acknowledges that the Minister may
30                  require variations of the other Integration Agreement
31                  and/or proposals under it or of this Agreement in
32                  order to give effect to the matters contemplated by
33                  this Clause.

34            (3)   This Clause shall cease to apply in the event the State
35                  gives any notice of default to the Company pursuant



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1                          to Clause 37(l) and while such notice remains
2                          unsatisfied.

3               Miscellaneous Licences for Railways

4               15C. (1)   In this Clause subject to the context:
5
6                          "Additional Infrastructure" means:
7
8                          (a)   Train Loading Infrastructure;
9
10                         (b)   Train Unloading Infrastructure;
11
12                         (c)   a conveyor, train unloading and other
13                               infrastructure necessary for the transport of iron
14                               ore, freight goods or other products from the
15                               Railway (directly or indirectly) to port facilities
16                               within a loading port,

17                         in each case located outside a Port;
18
19                         "LAA" means the Land Administration Act 1997
20                         (WA);
21
22                         "Lateral Access Roads" has the meaning given in
23                         subclause (3)(a)(iv));
24
25                         "Lateral Access Road Licence" means a
26                         miscellaneous licence granted pursuant to subclause
27                         (6)(a)(ii) or subclause (6)(b) as the case may be and
28                         according to the requirements of the context describes
29                         the area of land from time to time the subject of that
30                         licence;
31
32                         "Port" means any port the subject of the Port
33                         Authorities Act 1999 (WA) or the Shipping and
34                         Pilotage Act 1967 (WA);
35
36                         "Private Roads" means Lateral Access Roads and the
37                         Company's access roads within a Railway Corridor;

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1
2                   "Rail Safety Act" means the Rail Safety Act 1998
3                   (WA);
4
5                   "Railway" means a standard gauge heavy haul railway
6                   or railway spur line, located or to be located as the
7                   case may be in, or proximate to, the Pilbara region of
8                   the said State (but outside the boundaries of a Port)
9                   for the transport of iron ore, freight goods and other
10                  products together with all railway track, associated
11                  track structures including sidings, turning loops, over
12                  or under track structures, supports (including supports
13                  for equipment or items associated with the use of a
14                  railway) tunnels, bridges, train control systems,
15                  signalling systems, switch and other gear,
16                  communication         systems,      electric     traction
17                  infrastructure, buildings (excluding office buildings,
18                  housing and freight centres), workshops and
19                  associated plant, machinery and equipment and
20                  including rolling stock maintenance facilities, terminal
21                  yards, depots, culverts and weigh bridges which
22                  railway is or is to be (as the case may be) the subject
23                  of approved proposals under subclause (4) and
24                  includes any expansion or extension thereof outside a
25                  Port which is the subject of additional proposals
26                  approved in accordance with subclause (5);
27
28                  "Railway Corridor" means, prior to the grant of a
29                  Special Railway Licence, the land for the route of the
30                  Railway the subject of that licence, access roads
31                  (other than Lateral Access Roads), areas from which
32                  stone, sand, clay and gravel may be taken, temporary
33                  accommodation facilities for the railway workforce,
34                  water bores and Additional Infrastructure (if any)
35                  which is the subject of a subsisting agreement
36                  pursuant to subclause (3)(a) and after the grant of the
37                  Special Railway Licence the land from time to time
38                  the subject of that Special Railway Licence;
39




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1                          "Railway Operation" means the construction and
2                          operation under this Agreement of the relevant
3                          Railway and associated access roads and Additional
4                          Infrastructure (if any) within the relevant Railway
5                          Corridor and of the associated Lateral Access Roads,
6                          in accordance with approved proposals;
7
8                          "Railway spur line" means a standard gauge heavy
9                          haul railway spur line located or to be located in, or
10                         proximate to, the Pilbara region of the said State (but
11                         outside a Port) connecting to a Railway for the
12                         transport of iron ore, freight goods and other products
13                         upon the Railway to (directly or indirectly) a loading
14                         port;
15
16                         "Railway Operation Date" means the date of the first
17                         carriage of iron ore, freight goods or other products
18                         over the relevant Railway (other than for construction
19                         or commissioning purposes);
20
21                         "Railway spur line Operation Date" means the date of
22                         the first carriage of iron ore, freight goods or other
23                         products over the relevant Railway spur line (other
24                         than for construction or commissioning purposes);
25
26                         "Special Railway Licence" means the relevant
27                         miscellaneous licence for railway and, if applicable,
28                         other purposes, granted to the Company pursuant to
29                         subclause (6)(a)(i) as varied in accordance with
30                         subclause (6)(h) or subclause (6)(i) and according to
31                         the requirements of the context describes the area of
32                         land from time to time the subject of that licence;
33
34                         "Train Loading Infrastructure" means conveyors,
35                         stockpile areas, blending and screening facilities,
36                         stackers, re-claimers and other infrastructure
37                         reasonably required for the loading of iron ore, freight
38                         goods or other products onto the relevant Railway for
39                         transport (directly or indirectly) to a loading port; and
40


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1                   "Train Unloading Infrastructure" means train
2                   unloading infrastructure reasonably required for the
3                   unloading of iron ore from the Railway to be
4                   processed, or blended with other iron ore, at
5                   processing or blending facilities in the vicinity of that
6                   train unloading infrastructure and with the resulting
7                   iron ore products then loaded on to the Railway for
8                   transport (directly or indirectly) to a loading port.
9
10            Company to obtain prior Ministerial in-principle
11            approval
12
13            (2)   (a)   If the Company wishes, from time to time
14                        during the continuance of this Agreement, to
15                        proceed under this clause with a plan to develop
16                        a Railway it shall give notice thereof to the
17                        Minister and furnish to the Minister with that
18                        notice an outline of its plan.

19                  (b)    The Minister shall within one month of a
20                         notice under paragraph (a) advise the Company
21                         whether or not he approves in-principle the
22                         proposed plan. The Minister shall afford the
23                         Company full opportunity to consult with him
24                         in respect of any decision of the Minister under
25                         this paragraph.

26                  (c)    The Minister's in-principle approval in respect
27                         of a proposed plan shall lapse if the Company
28                         has not submitted detailed proposals to the
29                         Minister in respect of that plan in accordance
30                         with this Clause within 18 months of the
31                         Minister's in-principle approval.
32
33            Railway Corridor
34
35            (3)   (a)   If the Minister gives in-principle approval to a
36                        plan of the Company to develop a Railway it
37                        shall consult with the Minister to seek the
38                        agreement of the Minister as to:

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1
2                                (i)     where the Railway will begin and end;
3                                        and
4
5                                (ii)    a route for the Railway, access roads to
6                                        be within the Railway Corridor and the
7                                        land required for that route as well as
8                                        Additional Infrastructure (if any)
9                                        including, without limitation, areas from
10                                       which stone, sand, clay and gravel may
11                                       be taken, temporary accommodation
12                                       facilities for the railway workforce and
13                                       water bores; and
14
15                               (iii)   in respect of Additional Infrastructure (if
16                                       any) the nature and capacity of such
17                                       Additional Infrastructure; and
18
19                               (iv)    the routes of, and the land required for,
20                                       roads outside the Railway Corridor (and
21                                       also outside a Port) for access to it to
22                                       construct the Railway (such roads as
23                                       agreed being "Lateral Access Roads").
24
25                               In seeking such agreement, regard shall be had
26                               to achieving a balance between engineering
27                               matters including costs, the nature and use of
28                               any lands concerned and interests therein and
29                               the costs of acquiring the land (all of which
30                               shall be borne by the Company). The parties
31                               acknowledge the intention is for the Company
32                               to construct the Railway, the access roads for
33                               the construction and maintenance of the
34                               Railway which are to be within the Railway
35                               Corridor and the relevant Additional
36                               Infrastructure (if any) along the centreline of
37                               the Railway Corridor subject to changes in that
38                               alignment to the extent necessary to avoid
39                               heritage, environmental or poor ground
40                               conditions that are not identified during

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1                         preliminary investigation work, and recognise
2                         the width of the Railway Corridor may need to
3                         vary along its route to accommodate Additional
4                         Infrastructure (if any), access roads, areas from
5                         which stone, sand, clay and gravel may be
6                         taken, temporary accommodation facilities for
7                         the railway workforce and water bores. The
8                         provisions of clause 44 shall not apply to this
9                         subclause.
10
11                  (b)   If the date by which the Company must submit
12                        detailed proposals under subclause (4)(a) (as
13                        referred to in subclause (2)(c)) is extended or
14                        varied by the Minister pursuant to Clause 36,
15                        any agreement made pursuant to paragraph (a)
16                        before such date is extended or varied shall
17                        unless the Minister notifies the Company
18                        otherwise be deemed to be at an end and
19                        neither party shall have any claim against the
20                        other in respect of it.
21
22                  (c)   The Company acknowledges that it shall be
23                        responsible for liaising with every title holder
24                        in respect of the land affected and for
25                        obtaining in a form and substance acceptable
26                        to the Minister all unconditional and
27                        irrevocable consents of each such title holder
28                        to, and all statutory consents required in
29                        respect of the land affected for:
30
31                        (i)    the grant of the Special Railway Licence
32                               for the construction, operation and
33                               maintenance within the Railway
34                               Corridor of the Railway, access roads
35                               and Additional Infrastructure (if any) to
36                               be within the Railway Corridor; and
37
38                        (ii)   the grant of Lateral Access Road
39                               Licences for the construction, use and
40                               maintenance of Lateral Access Roads

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1                                        over the routes for the Lateral Access
2                                        Roads agreed pursuant to paragraph (a);
3                                        and
4
5                                (iii)   the inclusion of additional land in the
6                                        Special Railway Licence as referred to
7                                        in subclause (6)(h) or subclause (6)(i),
8
9                                in accordance with this clause.          For the
10                               purposes of this subclause (3)(c), "title holder"
11                               means a management body (as defined in the
12                               LAA) in respect of any part of the affected
13                               land, a person who holds a mining, petroleum
14                               or geothermal energy right (as defined in the
15                               LAA) in respect of any part of the affected
16                               land, a person who holds a lease or licence
17                               under the LAA in respect of any part of the
18                               affected land, a person who holds any other
19                               title granted under or pursuant to a Government
20                               agreement in respect of any part of the affected
21                               land, a person who holds a lease or licence in
22                               respect of any part of the affected land under
23                               any other Act applying in the said State and a
24                               person in whom any part of the affected land is
25                               vested, immediately before the provision of
26                               such consents to the Minister as referred to in
27                               subclause (4)(e)(ii) (including as applying
28                               pursuant to subclause 5(d)).
29
30                   Company to submit proposals for Railway
31
32                   (4)   (a)   The Company shall, subject to the EP Act, the
33                               provisions of this Agreement, agreement at that
34                               time subsisting in respect of the matters
35                               required to be agreed pursuant to subclause
36                               3(a), submit to the Minister by the latest date
37                               applying under subclause (2)(c) to the fullest
38                               extent reasonably practicable its detailed
39                               proposals (including plans where practicable
40                               and specifications where reasonably required by

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1                         the Minister and any other details normally
2                         required by a local government in whose area
3                         any works are to be situated) with respect to the
4                         undertaking of the relevant Railway Operation,
5                         which proposals shall include the location, area,
6                         layout, design, materials and time program for
7                         the commencement and completion of
8                         construction or the provision (as the case may
9                         be) of each of the following matters namely:
10
11                        (i)     the Railway including fencing (if any)
12                                and crossing places within the Railway
13                                Corridor;
14
15                        (ii)    Additional Infrastructure (if any) within
16                                the Railway Corridor;
17
18                        (iii)   temporary accommodation and ancillary
19                                temporary facilities for the railway
20                                workforce on, or in the vicinity of, the
21                                Railway Corridor and housing and other
22                                appropriate facilities elsewhere for the
23                                Company's workforce;
24
25                        (iv)    water supply;
26
27                        (v)     energy supplies;
28
29                        (vi)    access roads within the Railway Corridor
30                                and Lateral Access Roads both along the
31                                routes for those roads agreed between
32                                the Minister and the Company pursuant
33                                to subclause 3(a);
34
35                        (vii) any other works, services or facilities
36                              desired by the Company; and
37
38                        (viii) use of local labour, professional services,
39                               manufacturers, suppliers contractors and
40                               materials and measures to be taken with

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1                                      respect to the engagement and training of
2                                      employees by the Company, its agents
3                                      and contractors.
4
5                         (b)    Proposals pursuant to paragraph (a) must
6                                specify the matters agreed for the purpose
7                                pursuant to subclause (3)(a) and must not be
8                                contrary to or inconsistent with such agreed
9                                matters.
10
11                        (c)    Each of the proposals pursuant to paragraph (a)
12                               may with the approval of the Minister, or must
13                               if so required by the Minister, be submitted
14                               separately and in any order as to the matter or
15                               matters mentioned in one or more of
16                               subparagraphs (i) to (viii) of paragraph (a) and
17                               until all of its proposals under this subclause
18                               have been approved the Company may
19                               withdraw and may resubmit any proposal but
20                               the withdrawal of any proposal shall not affect
21                               the obligations of the Company to submit a
22                               proposal under this subclause in respect of the
23                               subject matter of the withdrawn proposal.
24
25                        (d)    The Company shall, whenever any of the
26                               following matters referred to in this subclause
27                               are proposed by the Company (whether before
28                               or during the submission of proposals under
29                               this subclause), submit to the Minister details
30                               of any services (including any elements of the
31                               project     investigations,     design       and
32                               management) and any works, materials, plant,
33                               equipment and supplies that it proposes to
34                               consider obtaining from or having carried out
35                               or permitting to be obtained from or carried out
36                               outside Australia, together with its reasons
37                               therefor and shall, if required by the Minister
38                               consult with the Minister with respect thereto.
39




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1                   (e)   At the time when the Company submits the last
2                         of the said proposals pursuant to this
3                         subclause, it shall:
4
5                         (i)    furnish to the Minister's reasonable
6                                satisfaction     evidence      of     all
7                                accreditations under the Rail Safety Act
8                                which are required to be held by the
9                                Company or any other person for the
10                               construction of the Railway; and
11
12                        (ii)   furnish to the Minister the written
13                               consents referred to in subclause
14                               (3)(c)(i) and (3)(c)(ii).
15
16                  (f)   The provisions of clause 10A shall apply
17                        mutatis mutandis to detailed proposals
18                        submitted under this subclause.
19
20            Additional Railway Proposals
21
22            (5)   (a)   If the Company at any time during the currency
23                        of a Special Railway Licence desires to
24                        construct a Railway spur line (connecting to
25                        the Railway the subject of that Special Railway
26                        Licence) or desires to significantly modify,
27                        expand or otherwise vary its activities within
28                        the land the subject of the Special Railway
29                        Licence that are the subject of this Agreement
30                        and that may be carried on by it pursuant to
31                        this Agreement (other than by the construction
32                        of a Railway spur line) beyond those activities
33                        specified in any approved proposals for that
34                        Railway, it shall give notice of such desire to
35                        the Minister and furnish to the Minister with
36                        that notice an outline of its proposals in respect
37                        thereto (including, without limitation, such
38                        matters mentioned in subclause (4)(a) as are
39                        relevant or as the Minister otherwise requires).
40


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1                          (b)    If the notice relates to a Railway spur line, or
2                                 to the construction of Train Loading
3                                 Infrastructure      or     Train     Unloading
4                                 Infrastructure on land outside the then
5                                 Railway Corridor, the Minister shall within
6                                 one month of receipt of such notice advise the
7                                 Company whether or not he approves in-
8                                 principle the proposed construction of such
9                                 spur line, Train Loading Infrastructure or
10                                Train Unloading Infrastructure.         If the
11                                Minister gives in-principle approval the
12                                Company may (but not otherwise) submit
13                                detailed proposals in respect thereof provided
14                                that the provisions of subclause (3) shall
15                                mutatis mutandis apply prior to submission of
16                                detailed proposals in respect thereof.
17
18                         (c)    Subject to the EP Act, the provisions of this
19                                Agreement and agreement at that time
20                                subsisting in respect of any matters required
21                                to be agreed pursuant to subclause (3)(a) (as
22                                referred to in paragraph (b)), the Company
23                                shall submit to the Minister within a
24                                reasonable timeframe, as determined by the
25                                Minister after receipt of the notice referred to
26                                in paragraph (a) (or in the case of a notice
27                                referred to in paragraph (b) the giving of the
28                                Minister's in-principle consent as referred to
29                                in that paragraph), detailed proposals in
30                                respect of the proposed construction of such
31                                Railway      spur     line,     Train   Loading
32                                Infrastructure, Train Unloading Infrastructure
33                                or other proposed modification, expansion or
34                                variation of its activities including such of the
35                                matters mentioned in subclause (4)(a) as the
36                                Minister may require.
37
38                         (d)    The provisions of subclause (4) (with the date
39                                for submission of proposals being read as the
40                                date or time determined by the Minister under

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1                           paragraph (c) and the reference in subclause
2                           (4)(e)(ii) to subclause (3)(c)(i) being read as a
3                           reference to subclause (3)(c)(iii)) and of
4                           clause 10A shall mutatis mutandis apply to
5                           detailed proposals submitted pursuant to this
6                           subclause.

7             Grant of Tenure
8
9             (6)   (a)   On application made by the Company to the
10                        Minister in such manner as the Minister may
11                        determine, not later than 3 months after all its
12                        proposals submitted pursuant to subclause
13                        (4)(a) have been approved or deemed to be
14                        approved and the Company has complied with
15                        the provisions of subclause (4)(e), the State
16                        notwithstanding the Mining Act 1978 shall
17                        cause to be granted to the Company:
18
19                        (i)   a miscellaneous licence to conduct within
20                              the Railway Corridor and in accordance
21                              with its approved proposals all activities
22                              (including the taking of stone, sand, clay
23                              and gravel, the provision of temporary
24                              accommodation facilities for the railway
25                              workforce and, subject to the Rights in
26                              Water and Irrigation Act 1914 (WA), the
27                              operation of water bores) necessary for
28                              the planning, design, construction,
29                              commissioning,        operation       and
30                              maintenance within the Railway Corridor
31                              of the Railway, access roads and
32                              Additional Infrastructure (if any) ("the
33                              Special Railway Licence") such licence to
34                              be granted under and subject to, except as
35                              otherwise provided in this Agreement, the
36                              Mining Act 1978 in the form of the
37                              Second Schedule hereto and subject to
38                              such terms and conditions as the Minister
39                              for Mines may from time to time consider

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1                                     reasonable and at a rental calculated in
2                                     accordance with the Mining Act 1978:
3
4                                      (A)    prior to the Railway Operation
5                                             Date, as if the width of the
6                                             Railway Corridor were 100
7                                             metres; and
8
9                                      (B)    on and from the Railway
10                                            Operation Date, at the rentals
11                                            from time to time prescribed
12                                            under the Mining Act 1978; and
13
14                               (ii) a miscellaneous licence or licences to
15                                    allow the construction, use and
16                                    maintenance of Lateral Access Roads
17                                    within the routes agreed for those Lateral
18                                    Access Roads under subclause (3)(a)
19                                    (each a "Lateral Access Road Licence"),
20                                    each such licence to be granted under and
21                                    subject to, except as otherwise provided in
22                                    this Agreement, the Mining Act 1978 in
23                                    the form of the Third Schedule hereto and
24                                    subject to such terms and conditions as
25                                    the Minister for Mines may from time to
26                                    time consider reasonable and at the rentals
27                                    from time to time prescribed under the
28                                    Mining Act 1978.
29
30                         (b)   On application made by the Company to the
31                               Minister in such manner as the Minister may
32                               determine, not later than 3 months after its
33                               proposals submitted pursuant to subclause
34                               (5)(a) for the construction of Lateral Access
35                               Roads for access to the Railway Corridor to
36                               construct a Railway spur line have been
37                               approved or deemed to be approved and the
38                               Company has complied with the provisions of
39                               subclause (4)(e) (as applying pursuant to
40                               subclause (5)(d)), the State notwithstanding the

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1                         Mining Act 1978 shall cause to be granted to
2                         the Company a miscellaneous licence or
3                         licences to allow the construction, use and
4                         maintenance of Lateral Access Roads within
5                         the routes agreed for those Lateral Access
6                         Roads under subclause (3)(a)) (as applying
7                         pursuant to subclause (5)(b)) (each a "Lateral
8                         Access Road Licence"), each such licence to
9                         be granted under and subject to, except as
10                        otherwise provided in this Agreement, the
11                        Mining Act 1978 in the form of the Fourth
12                        Schedule hereto and subject to such terms and
13                        conditions as the Minister for Mines may from
14                        time to time consider reasonable and at the
15                        rentals from time to time prescribed under the
16                        Mining Act 1978.
17
18                  (c)   Notwithstanding the Mining Act 1978, the
19                        term of the Special Railway Licence shall,
20                        subject to the sooner determination thereof on
21                        the cessation or sooner determination of this
22                        Agreement, be for a period of 50 years
23                        commencing on the date of grant thereof.
24
25                  (d)   Notwithstanding the Mining Act 1978, the
26                        term of any Lateral Access Road Licence shall,
27                        subject to the sooner determination thereof on
28                        the cessation or sooner determination of this
29                        Agreement, be for a period of 4 years
30                        commencing on the date of grant thereof.
31
32                  (e)   Notwithstanding the Mining Act 1978, and
33                        except as required to do so by the terms of the
34                        Special Railway Licence, the Company shall
35                        not be entitled to surrender the Special
36                        Railway Licence or any Lateral Access Road
37                        Licence or any part or parts of them without
38                        the prior consent of the Minister.
39




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1                          (f)   (i)    The Company may in accordance with
2                                       approved proposals take stone, sand,
3                                       clay and gravel from the Railway
4                                       Corridor for the construction, operation
5                                       and maintenance of the Railway
6                                       constructed within or approved for
7                                       construction within the Railway
8                                       Corridor.
9
10                               (ii) Notwithstanding the Mining Act 1978 no
11                                    royalty shall be payable under the Mining
12                                    Act in respect of stone, sand, clay and
13                                    gravel which the Company is permitted by
14                                    subparagraph (i) to obtain from the land
15                                    the subject of the Special Railway
16                                    Licence.
17
18                         (g)   For the purposes of this Agreement and
19                               without limiting the operation of paragraphs
20                               (a) to (f) inclusive above, the application of the
21                               Mining Act 1978 and the regulations made
22                               thereunder are specifically modified:
23
24                               (i)   in section 91(1) by:
25
26                                     (A)    deleting "the mining registrar or
27                                            the warden, in accordance with
28                                            section 42 (as read with section
29                                            92)"    and   substituting   "the
30                                            Minister";
31
32                                     (B)    deleting     "any   person"  and
33                                            substituting "the Company (as
34                                            defined in the agreement ratified
35                                            by and scheduled to the Iron Ore
36                                            (Hope Downs) Agreement Act
37                                            1992, as from time to time added
38                                            to, varied or amended)";
39




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1                               (C)    deleting "for any one or more of
2                                      the purposes prescribed" and
3                                      substituting "for the purpose
4                                      specified in clause 15C(6)(a)(i),
5                                      clause 15C(6)(a)(ii) or clause
6                                      15C(6)(b), of the agreement
7                                      ratified by and scheduled to the
8                                      Iron     Ore    (Hope     Downs)
9                                      Agreement Act 1992, as from time
10                                     to time added to, varied or
11                                     amended";
12
13                        (ii) in section 91(3)(a), by deleting
14                             "prescribed form" and substituting "form
15                             required by the agreement ratified by and
16                             scheduled to the Iron Ore (Hope Downs)
17                             Agreement Act 1992, as from time to time
18                             added to, varied or amended";

19                        (iii) by deleting sections 91(6), 91(9), 91(10)
20                              and 91B;

21                        (iv) in section 92, by deleting "Sections 41,
22                             42, 44, 46, 46A, 47 and 52 apply," and
23                             inserting "Section 46A (excluding in
24                             subsection (2)(a) "the mining registrar, the
25                             warden or") applies," and by deleting "in
26                             those provisions" and inserting "in that
27                             provision";

28                        (v)   by deleting the full stop at the end of the
29                              section 94(1) and inserting, "except to the
30                              extent otherwise provided in, or to the
31                              extent that such terms and conditions are
32                              inconsistent with, the agreement ratified
33                              by and scheduled to the Iron Ore (Hope
34                              Downs) Agreement Act 1992, as from time
35                              to time added to, varied or amended";

36                        (vi) by deleting sections 94(2), (3) and (4);

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1                                (vii) in section 96(1), by inserting after
2                                      "miscellaneous licence" the words "(not
3                                      being a miscellaneous licence granted
4                                      pursuant to the agreement ratified by and
5                                      scheduled to the Iron Ore (Hope Downs)
6                                      Agreement Act 1992, as from time to time
7                                      added to, varied or amended";

8                                (viii) by deleting mining regulations 37(2),
9                                       37(3), 42 and 42A; and

10                               (ix) by inserting at the beginning of mining
11                                    regulations 41(c) and (f) the words
12                                    "subject to the agreement ratified by and
13                                    scheduled to the Iron Ore (Hope Downs)
14                                    Agreement Act 1992, as from time to time
15                                    added to, varied or amended".
16
17                         (h)   If additional proposals are approved in
18                               accordance with subclause (5) for the
19                               construction of a Railway spur line outside the
20                               then Railway Corridor, the Minister for Mines
21                               shall include the area of land within which
22                               such construction is to occur in the Special
23                               Railway Licence by endorsement. The area of
24                               such land may be included notwithstanding
25                               that the survey of the land has not been
26                               completed but subject to correction to accord
27                               with the survey when completed at the
28                               Company's expense.
29
30                         (i)   If additional proposals are approved in
31                               accordance with subclause (5) for the
32                               construction of Train Loading Infrastructure or
33                               Train Unloading Infrastructure outside the then
34                               Railway Corridor, the Minister for Mines shall
35                               include the area of such land within which
36                               such infrastructure is approved for construction
37                               in the Special Railway Licence by
38                               endorsement. The area of such land may be

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1                         included notwithstanding that the survey of the
2                         land has not been completed but subject to
3                         correction to accord with the survey when
4                         completed at the Company's expense.
5
6                   (j)   The provisions of this subclause shall not
7                         operate so as to require the State to cause a
8                         Special Railway Licence or a Lateral Access
9                         Road Licence to be granted or any land
10                        included in the Special Railway Licence as
11                        mentioned above until all processes necessary
12                        under any laws relating to native title to enable
13                        that grant or inclusion of land to proceed, have
14                        been completed.
15
16            Construction and operation of Railway
17
18            (7)   (a)   Subject to and in accordance with approved
19                        proposals, the Rail Safety Act and the grant of
20                        the relevant Special Railway Licence and any
21                        associated Lateral Access Road Licences the
22                        Company shall in a proper and workmanlike
23                        manner and in accordance with recognised
24                        standards for railways of a similar nature
25                        operating under similar conditions construct
26                        the Railway and associated Additional
27                        Infrastructure and access roads within the
28                        Railway Corridor and shall also construct inter
29                        alia any necessary sidings, crossing points,
30                        bridges, signalling switches and other works
31                        and appurtenances and provide for crossings
32                        and (where appropriate and required by the
33                        Minister) grade separation or other protective
34                        devices including flashing lights and boom
35                        gates at places where the Railway crosses or
36                        intersects with major roads or existing
37                        railways.
38
39                  (b)   The Company shall while the holder of a
40                        Special Railway Licence:

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1
2                                (i)     keep the Railway the subject of that
3                                        licence in an operable state; and
4
5                                (ii)    ensure that the Railway the subject of
6                                        that licence is operated in a safe and
7                                        proper manner in compliance with all
8                                        applicable laws from time to time; and
9
10                               (iii)   without limiting subparagraph (ii)
11                                       ensure that the obligations imposed
12                                       under the Rail Safety Act on an owner
13                                       and an operator (as those terms are
14                                       therein defined) are complied with in
15                                       connection with the Railway the subject
16                                       of that licence.
17
18                               Nothing in this Agreement shall be construed to
19                               exempt the Company or any other person from
20                               compliance with the Rail Safety Act or limit its
21                               application to the Company's operations
22                               generally (except as otherwise may be provided
23                               in that Act or regulations made under it).
24
25                        (c)    The Company shall provide crossings for
26                               livestock and also for any roads, other
27                               railways, conveyors, pipelines and other
28                               utilities which exist at the date of grant of the
29                               relevant Special Railway Licence or in respect
30                               of land subsequently included in it at the date
31                               of such inclusion and the Company shall on
32                               reasonable terms and conditions allow such
33                               crossings for roads, railways, conveyors,
34                               pipelines and other utilities which may be
35                               constructed for future needs and which may be
36                               required to cross a Railway constructed
37                               pursuant to this clause.
38
39                        (d)    Subject to Clause 15B, the Company shall at
40                               all times be the holder of Special Railway

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1                         Licences and Lateral Access Road Licences
2                         granted pursuant to this clause and (without
3                         limiting Clause 42 but subject to Clause 15B)
4                         shall at all times own manage and control the
5                         use of each Railway the subject of a Special
6                         Railway Licence held by the Company.
7
8                   (e)   The Company shall not be entitled to exclusive
9                         possession of the land the subject of a Special
10                        Railway Licence or Lateral Access Road
11                        Licence granted pursuant to this clause to the
12                        intent that the State, the Minister, the Minister
13                        for Mines and any persons authorised by any
14                        of them from time to time shall be entitled to
15                        enter upon the land or any part of it at all
16                        reasonable times and on reasonable notice with
17                        all necessary vehicles, plant and equipment and
18                        for purposes related to this Agreement or such
19                        other purposes as they think fit but in doing so
20                        shall be subject to the reasonable directions of
21                        the Company so as not to unreasonably
22                        interfere with the Company's operations.
23
24                  (f)   The Company's ownership of a Railway
25                        constructed pursuant to this clause shall not
26                        give it an interest in the land underlying it.
27
28                  (g)   The Company shall not at any time without the
29                        prior consent of the Minister dismantle, sell or
30                        otherwise dispose of any part or parts of any
31                        Railway constructed pursuant to this clause, or
32                        permit this to occur, other than for the purpose
33                        of maintenance, repair, upgrade or renewal.
34
35                  (h)   The Company shall, subject to and in
36                        accordance with approved proposals, in a
37                        proper and workmanlike manner, construct any
38                        Additional Infrastructure, access roads, Lateral
39                        Access Roads and other works approved for
40                        construction under this clause.

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1
2                         (i)    The Company shall while the holder of a
3                                Special Railway Licence at all times keep and
4                                maintain in good repair and working order and
5                                condition (which obligation includes, where
6                                necessary, replacing or renewing all parts
7                                which are worn out or in need of replacement
8                                or renewal due to their age or condition) the
9                                Railway, access roads and Additional
10                               Infrastructure (if any) the subject of that
11                               licence and all such other works installations
12                               plant machinery and equipment for the time
13                               being the subject of this Agreement and used
14                               in connection with the operation use and
15                               maintenance of that Railway, access roads and
16                               Additional Infrastructure (if any).
17
18                        (j)    Subject to Clause 15B, the Company shall:
19
20                               (i)    be responsible for the cost of construction
21                                       and maintenance of all Private Roads
22                                       constructed pursuant to this clause; and
23
24                               (ii)   at its own cost erect signposts and take
25                                       other steps that may be reasonable in the
26                                       circumstances to prevent any persons
27                                       and vehicles (other than those engaged
28                                       upon the Company's activities and its
29                                       invitees and licensees) from using the
30                                       Private Roads; and
31
32                               (iii) at any place where any Private Roads are
33                                      constructed by the Company so as to
34                                      cross any railways or public roads
35                                      provide at its cost such reasonable
36                                      protection and signposting as may be
37                                      required by the Commissioner of Main
38                                      Roads or the Public Transport Authority
39                                      as the case may be.
40


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1                   (k)   The provisions of Clause 24(4) regarding third
2                         party access shall apply mutatis mutandis to
3                         any Railway or railway spur line constructed
4                         pursuant to this clause except that the
5                         Company shall not be obliged to transport
6                         passengers on any such Railway or Railway
7                         spur line and in relation to its use thereof the
8                         Company shall not be deemed to be a common
9                         carrier at law or otherwise.
10
11            Aboriginal Heritage Act 1972 (WA)
12
13            (8)   For the purposes of this clause the Aboriginal
14                  Heritage Act 1972 (WA) applies as if it were
15                  modified by:
16
17                  (a)      the insertion before the full stop at the end
18                           of section 18(1) of the words:
19
20                              "and the expression "the Company"
21                              means the persons from time to time
22                              comprising "the Company" in their
23                              capacity as such under the agreement
24                              ratified by and scheduled to the Iron Ore
25                              (Hope Downs) Agreement Act 1992, as
26                              from time to time added to, varied or
27                              amended in relation to the use or
28                              proposed use of land pursuant to clause
29                              15C of that agreement after and in
30                              accordance with approved proposals
31                              under clause 15C of that agreement and
32                              in relation to the use of that land before
33                              any such approval of proposals where the
34                              Company has the requisite authority to
35                              enter upon and so use the land";
36
37                  (b)      the insertion in sections 18(2), 18(4), 18(5)
38                           and 18(7) of the words "or the Company as
39                           the case may be" after the words "owner of
40                           any land";

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1
2                          (c)      the insertion in section 18(3) of the words
3                                   "or the Company as the case may be" after
4                                   the words "the owner";
5
6                          (d)      the insertion of the following sentences at
7                                   the end of section 18(3):
8
9                                   "In relation to a notice from the Company
10                                  the conditions that the Minister may specify
11                                  can as appropriate include, among other
12                                  conditions, a condition restricting the
13                                  Company's use of the relevant land to after
14                                  the approval or deemed approval as the case
15                                  may be under the abovementioned
16                                  agreement of all of the Company's submitted
17                                  initial proposals thereunder for the Railway
18                                  Operation (as defined in clause 15C(1) of
19                                  the abovementioned agreement), or in the
20                                  case of additional proposals submitted or to
21                                  be submitted by the Company to after the
22                                  approval or deemed approval under that
23                                  agreement of such additional proposals, and
24                                  to the extent so approved. "; and
25
26                        (e)       the insertion in sections 18(2) and 18(5) of
27                                  the words "or it as the case may be" after the
28                                  word "he".
29
30                        The Company acknowledges that nothing in this
31                        subclause (8) nor the granting of any consents under
32                        section 18 of the Aboriginal Heritage Act 1972 (WA)
33                        will constitute or is to be construed as constituting the
34                        approval of any proposals submitted or to be
35                        submitted by the Company under this Agreement or as
36                        the grant or promise of land tenure for the purposes of
37                        this Agreement.
38




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                                                                       s. 20



1             Taking of land for the purposes of this clause
2
3             (9)   (a)   The State is hereby empowered, as and for a
4                         public work under Parts 9 and 10 of the LAA
5                         to take for the purposes of this clause any land
6                         (other than any part of a Port) which in the
7                         opinion of the Company is necessary for the
8                         relevant Railway Operation and which the
9                         Minister determines is appropriate to be taken
10                        for the relevant Railway Operation (except any
11                        land the taking of which would be contrary to
12                        the provisions of a Government agreement
13                        entered into before the submission of the
14                        proposals relating to the proposed taking) and
15                        notwithstanding any other provisions of that
16                        Act may license that land to the Company.
17
18                  (b)   In applying Parts 9 and 10 of the LAA for the
19                        purposes of this clause:
20
21                        (i)     "land" in that Act includes a legal or
22                                equitable estate or interest in land;
23
24                        (ii)    sections 170, 171, 172, 173, 174, 175
25                                and 184 of that Act do not apply; and
26
27                        (iii)   that Act applies as if it were modified in
28                                section 177(2) by inserting -
29                                (A)   after "railway" the following -

30                                      "or land is being taken pursuant to
31                                      a Government agreement as
32                                      defined in section 2 of the
33                                      Government Agreements Act 1979
34                                      (WA)"; and

35                                (B)   after "that Act" the following -

36                                      "or that Agreement as the case
37                                       may be".

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     s. 20



1                           (c)   The Company shall pay to the State on demand
2                                 the costs of or incidental to any land taken at
3                                 the request of and on behalf of the Company
4                                 including but not limited to any compensation
5                                 payable to any holder of native title or of
6                                 native title rights and interests in the land.

7                    Notification of Railway Operation Date
8
9                    (10)   (a)   The Company shall from the date occurring 6
10                                months before the date for completion of
11                                construction of a Railway specified in its time
12                                program for the commencement and
13                                completion of construction of that Railway
14                                submitted under subclause (4)(a), keep the
15                                Minister fully informed as to:
16
17                                (i)    the progress of that construction and its
18                                       likely completion and commissioning;
19                                       and
20
21                                (ii)   the likely Railway Operation Date.
22
23                          (b)   The Company shall on the Railway Operation
24                                Date notify the Minister that the first carriage
25                                of iron ore, freight goods or other products as
26                                the case may be over the Railway (other than
27                                for construction or commissioning purposes)
28                                has occurred.
29
30                          (c)   The Company shall from the date occurring 6
31                                months before the date for completion of
32                                construction of a Railway spur line specified in
33                                its time program for the commencement and
34                                completion of construction of that spur line
35                                submitted under subclause (5)(c) keep the
36                                Minister fully informed as to:
37




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                                                                            s. 20



1                              (i)    the progress of that construction and its
2                                     likely completion and commissioning;
3                                     and
4
5                              (ii)   in respect of it, the likely Railway spur
6                                     line Operation Date.
7
8                      (d)     The Company shall on the Railway spur line
9                              Operation Date in respect of any Railway spur
10                             line notify the Minister that the first carriage of
11                             iron ore, freight goods or other products as the
12                             case may be over such spur line (other than for
13                             construction or commissioning purposes) has
14                             occurred.";

15   (18) in clause 16(1) by inserting "and paragraph (m) of subclause (4) of
16        Clause 15" after "Clause 7";

17   (19) in clause 16(6) by deleting "subclauses (1), (2), (3) and (4) of
18        Clause 8" and substituting "Clause 10A";

19   (20) in clause 23(1) by deleting "or in respect of land within the area
20        coloured red on the plan "Plan A" annexed hereto arrange to have
21        the Port Authority grant to the Company,";

22   (21) in clause 23(2) by inserting the following new paragraph:

23         "(2a) The provisions of subclause (1) of this Clause shall not
24               operate so as to require the State to grant or vary, or cause
25               to be granted or varied, any lease licence or other right or
26               title until all processes necessary under any laws relating to
27               native title to enable that grant or variation to proceed, have
28               been completed.";

29   (22) by deleting clause 23(3);

30   (23) by deleting clause 24(5);

31   (24) in clause 27(6), by inserting in paragraph (b) "or cause to be
32        implemented" after "shall implement";


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     s. 20



1            (25) by deleting subclause (7) of clause 27 and substituting the
2                 following new subclause:

3                 "(7) For the purposes of subclause (6) "alternative project" means:
4
5                       (a)     a project to establish and operate within the said State
6                               plant for the production of metallised agglomerates;
7
8                       (b)     a project to establish and operate within the said State
9                               plant which processes and adds value to minerals
10                              mined in the said State; or

11                      (c)     any other project within the said State which the
12                              Minister approves as providing as equivalent benefits
13                              to the State to a project to establish and operate
14                              within the said State plant for the production of
15                              metallised agglomerates,

16                      to be undertaken by:

17                      (d)     the Company (excluding a project referred to in
18                              paragraph (a)): or

19                      (e)     a related body corporate or related bodies corporate
20                              (within the meaning of the Corporations Act 2001
21                              (Cwth) of the Company solely or in conjunction with
22                              the Company; or

23                      (f)     a joint venture in which the Company or its related
24                              body corporate has a majority participating interest;
25                              or

26                      (g)     any other third person or persons which the Company
27                              and the Minister accept as having the requisite
28                              financial and technical capacity and expertise to
29                              undertake solely, or in conjunction with the
30                              Company, the relevant project referred to in
31                              paragraphs (a), (b) or (c).";




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                                                                           s. 20



1    (26) by inserting in clause 33(3)(a) "or held pursuant to this
2         Agreement" after "under or pursuant to this Agreement";

3    (27) by inserting in clause 34(1) "or held pursuant to this Agreement"
4         after "pursuant to this Agreement";

5    (28) in clause 37:

6            (i)       in subclause (1)(a)(i) by inserting "granted under or
7                      pursuant to this Agreement or held pursuant to this
8                      Agreement" after "easement grant or other title"; and

9            (ii)      in subclause (4) by deleting "occupied by the Company"
10                     and substituting "the subject of any lease licence
11                     easement or other title granted under or pursuant to this
12                     Agreement or held pursuant to this Agreement";

13   (29) in clause 38:

14         (a)      in subclause (1)(a) by inserting "or held pursuant hereto"
15                  after "granted hereunder or pursuant hereto"; and

16         (b)      in subclause (2) by inserting "or held pursuant to this
17                  Agreement" after "made under or pursuant to this
18                  Agreement";

19   (30) by inserting the following sentence at the end of clause 40:

20         "As a separate independent indemnity the Company will indemnify
21         and keep indemnified the State and its servants agents and
22         contractors in respect of all actions suits claims demands or costs
23         of third parties arising out of or in connection with any use,
24         making available for use or other activities of the Company as
25         referred to in Clause 15A."; and

26   (31) by inserting after the Schedule the following new schedules:

27
28




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     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1                             "SECOND SCHEDULE
2
3                                   WESTERN AUSTRALIA
4
5                  IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992
6
7                                      MINING ACT 1978
8
9                  MISCELLANEOUS LICENCE FOR A RAILWAY AND
10                            OTHER PURPOSES
11
12
13              No. MISCELLANEOUS LICENCE [ ]
14
15              WHEREAS by the Agreement (hereinafter called "the
16              Agreement") ratified by and scheduled to the Iron Ore (Hope
17              Downs) Agreement Act 1992, as from time to time added to, varied
18              or amended, the State agreed to grant to [    ] (hereinafter with
19              its successors and permitted assigns called "the Company") a
20              miscellaneous licence for the construction operation and
21              maintenance of a Railway (as defined in clause 15C(1) of the
22              Agreement and otherwise as provided in the Agreement) and, if
23              applicable, other purposes AND WHEREAS the Company
24              pursuant to clause 15C(6)(a) of the Agreement has made
25              application for the said licence;
26
27              NOW in consideration of the rents reserved by and the provisions
28              of the Agreement and in pursuance of the Iron Ore (Hope Downs)
29              Agreement Act 1992, as from time to time added to, varied or
30              amended, the Company is hereby granted by this licence authority
31              to conduct on the land the subject of this licence as more
32              particularly delineated and described from time to time in the
33              Schedule hereto all activities (including the taking of stone, sand,
34              clay and gravel, the provision of temporary accommodation
35              facilities for the railway workforce in accordance with the
36              Agreement and, subject to the Rights in Water and Irrigation Act
37              1914 (WA), the operation of water bores) necessary for the
38              planning, design, construction, commissioning, operation and
39              maintenance on the land the subject of this licence of the Railway
40              and Additional Infrastructure (as defined in clause 15C(1) of the

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                                                                     s. 20



1       Agreement) and access roads to be located on the land the subject
2       of this licence in accordance with the provisions of the Agreement
3       and proposals approved under the Agreement, for the term of 50
4       years from the date hereof (subject to the sooner determination of
5       the term upon the determination of the Agreement) and upon and
6       subject to the terms covenants and conditions set out in the
7       Agreement and the Mining Act 1978 as it applies to this licence,
8       and any amendments to the Agreement and the Mining Act 1978
9       from time to time and to the terms and conditions (if any) now or
10      hereafter endorsed hereon and the payment of rentals in respect of
11      this licence in accordance with clause 15C(6)(a)(i) of the
12      Agreement PROVIDED ALWAYS that this licence shall not be
13      determined or forfeited otherwise than in accordance with the
14      Agreement.
15
16      In this licence:
17
18      -         If the Company be more than one the liability of the
19                Company hereunder shall be joint and several.
20
21      -         Reference to an Act includes all amendments to that Act
22                for the time being in force and also any Act passed in
23                substitution therefore or in lieu thereof and to the
24                regulations and by-laws of the time being in force
25                thereunder.
26
27      -         Reference to "the Agreement" means such agreement as
28                from time to time added to, varied or amended.
29
30      -         The terms "approved proposals", "Railway", "Railway
31                Operation Date", and "Railway spur line" have the
32                meanings given in the Agreement.

33      ENDORSEMENTS AND CONDITIONS
34
35      Endorsements
36
37      1.        This licence is granted in accordance with proposals
38                submitted on [ ], and approved by the Minister (as
39                defined in the Agreement) on [ ], under the Agreement.

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     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1
2               2.      The Company is permitted to, in accordance with
3                       approved proposals, take stone, sand, clay and gravel
4                       from the land the subject of this licence for the
5                       construction, operation and maintenance of the Railway
6                       (including any Railway spur line) constructed within or
7                       approved for construction within the area of land the
8                       subject of this licence.
9
10              3.      Notwithstanding the Mining Act 1978, no royalty shall be
11                      payable under the Mining Act 1978 in respect of stone,
12                      sand, clay and gravel which the Company is permitted by
13                      the Agreement to obtain from the land the subject of this
14                      licence.
15
16              4.      [Any further endorsement which the Minister for Mines
17                      may, consistent with the provisions of the Agreement,
18                      determines and thereafter impose in respect of this
19                      licence including during the term of the Agreement.]
20
21              Conditions
22
23              1.       (a)     Except as provided in paragraph (b), the
24                               Company shall within 2 years after the Railway
25                               Operation Date surrender in accordance with
26                               the provisions of the Mining Act 1978 the area
27                               of this licence down to a maximum of 100
28                               metres width or as otherwise approved by the
29                               Minister (as defined in the Agreement) for the
30                               safe operation of the Railway then constructed
31                               or approved for construction under approved
32                               proposals.
33
34                       (b)     Paragraph (a) shall not apply to land the subject
35                               of this licence that was included in this licence
36                               pursuant to clause 15C(6)(h) or clause
37                               15C(6)(i) of the Agreement.
38
39              2.       The Company shall as soon as possible after the
40                       construction of a Railway spur line or of an expansion

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                                                                      s. 20



1                 or extension thereof as the case may be surrender in
2                 accordance with the Mining Act 1978 the land the
3                 subject of this licence that was included in this licence
4                 pursuant to clause 15C(6)(h) of the Agreement for the
5                 purpose of such construction down to a maximum of
6                 100 metres in width or as otherwise approved by the
7                 Minister (as defined in the Agreement) for the safe
8                 operation of that Railway spur line or expansion or
9                 extension thereof as the case may be then constructed or
10                approved for construction under approved proposals.
11
12      3.       [Any further conditions which the Minister for Mines
13               may, consistent with the provisions of the Agreement,
14               determines and thereafter impose in respect of this
15               licence including during the term of the Agreement.]
16
17                                SCHEDULE
18
19                              Land description
20
21      Locality:
22      Mineral Field
23      Area:
24
25      DATED at Perth this               day of                       .
26
27      MINISTER FOR MINES
28
29
30
31




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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1                                     THIRD SCHEDULE
2
3                                  WESTERN AUSTRALIA
4
5                  IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992
6
7                                     MINING ACT 1978
8
9                MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
10                                 ROAD
11
12
13              No.   MISCELLANEOUS LICENCE [ ]
14
15              WHEREAS by the Agreement (hereinafter called "the
16              Agreement") ratified by and scheduled to the Iron Ore (Hope
17              Downs) Agreement Act 1992, as from time to time added to, varied
18              or amended, the State agreed to grant to [      ] (hereinafter with
19              its successors and permitted assigns called "the Company") a
20              miscellaneous licence for the construction use and maintenance of
21              a Lateral Access Road (as defined in the Agreement) AND
22              WHEREAS the Company pursuant to clause 15C(6)(a)(ii) of the
23              Agreement has made application for the said licence;
24
25              NOW in consideration of the rents reserved by and the provisions
26              of the Agreement and in pursuance of the Iron Ore (Hope Downs)
27              Agreement Act 1992, as from time to time added to, varied or
28              amended, the Company is hereby authorised to construct use and
29              maintain a road on the land more particularly delineated and
30              described from time to time in the Schedule hereto in accordance
31              with the provisions of the Agreement and proposals approved
32              under the Agreement for a term of 4 years commencing on the date
33              hereof (subject to the sooner determination of the term upon the
34              cessation or determination of the Agreement) and for the purposes
35              and upon and subject to the terms covenants and conditions set out
36              in the Agreement and the Mining Act 1978 as it applies to this
37              licence, and any amendments to the Agreement and the Mining Act
38              1978 from time to time and to the terms and conditions (if any)
39              now or hereafter endorsed hereon and the payment of rentals in
40              respect of this licence in accordance with clause 15C(6)(a)(ii) of

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                                                                     s. 20



1       the Agreement PROVIDED ALWAYS that this licence shall not
2       be determined or forfeited otherwise than in accordance with the
3       Agreement.
4
5       In this licence:
6
7       -         If the Company be more than one the liability of the
8                 Company hereunder shall be joint and several.
9
10      -         Reference to an Act includes all amendments to that Act
11                for the time being in force and also any Act passed in
12                substitution therefore or in lieu thereof and to the
13                regulations and by-laws of the time being in force
14                thereunder.
15
16      -     Reference to "the Agreement" means such agreement as
17            from time to time added to, varied or amended.
18


19      ENDORSEMENTS AND CONDITIONS
20
21      Endorsements
22
23      1.        This licence is granted in accordance with proposals
24                submitted on [ ], and approved by the Minister (as
25                defined in the Agreement) on [ ], under the Agreement.
26
27      2.        [Any further endorsement which the Minister for Mines
28                may, consistent with the provisions of the Agreement,
29                determines and thereafter impose in respect of this
30                licence including during the term of the Agreement.]
31
32      Conditions
33
34      [Such conditions which the Minister for Mines may, consistent
35      with the provisions of the Agreement, determines and thereafter
36      impose in respect of the licence, including during the term of the
37      Agreement.]
38
39


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     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1                                       SCHEDULE
2
3                                     Description of land
4
5               Locality:
6               Mineral Field:
7               Area:
8
9               DATED at Perth this                day of              .
10
11              MINISTER FOR MINES
12
13
14




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     Iron Ore (Hope Downs) Agreement Act 1992 amended           Part 5

                                                                      s. 20



1                            FOURTH SCHEDULE
2
3                          WESTERN AUSTRALIA
4
5           IRON ORE (HOPE DOWNS) AGREEMENT ACT 1992
6
7                             MINING ACT 1978
8
9        MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
10                         ROAD
11
12
13      No.   MISCELLANEOUS LICENCE [ ]
14
15      WHEREAS by the Agreement (hereinafter called "the
16      Agreement") ratified by and scheduled to the Iron Ore (Hope
17      Downs) Agreement Act 1992, as from time to time added to, varied
18      or amended, the State agreed to grant to [      ] (hereinafter with
19      its successors and permitted assigns called "the Company") a
20      miscellaneous licence for the construction use and maintenance of
21      a Lateral Access Road (as defined in the Agreement) AND
22      WHEREAS the Company pursuant to clause 15C(6)(b) of the
23      Agreement has made application for the said licence;
24
25      NOW in consideration of the rents reserved by and the provisions
26      of the Agreement and in pursuance of the Iron Ore (Hope Downs)
27      Agreement Act 1992, as from time to time added to, varied or
28      amended, the Company is hereby authorised to construct use and
29      maintain a road on the land more particularly delineated and
30      described from time to time in the Schedule hereto in accordance
31      with the provisions of the Agreement and proposals approved
32      under the Agreement for a term of 4 years commencing on the date
33      hereof (subject to the sooner determination of the term upon the
34      cessation or determination of the Agreement) and for the purposes
35      and upon and subject to the terms covenants and conditions set out
36      in the Agreement and the Mining Act 1978 as it applies to this
37      licence, and any amendments to the Agreement and the Mining Act
38      1978 from time to time and to the terms and conditions (if any)
39      now or hereafter endorsed hereon and the payment of rentals in
40      respect of this licence in accordance with clause 15C(6)(b) of the

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     s. 20



1               Agreement PROVIDED ALWAYS that this licence shall not be
2               determined or forfeited otherwise than in accordance with the
3               Agreement.
4
5               In this licence:
6
7               -         If the Company be more than one the liability of the
8                         Company hereunder shall be joint and several.
9
10              -         Reference to an Act includes all amendments to that Act
11                        for the time being in force and also any Act passed in
12                        substitution therefore or in lieu thereof and to the
13                        regulations and by-laws of the time being in force
14                        thereunder.
15
16              -          Reference to "the Agreement" means such agreement as
17                         from time to time added to, varied or amended.
18


19              ENDORSEMENTS AND CONDITIONS
20
21              Endorsements
22
23              1.        This licence is granted in accordance with proposals
24                        submitted on [ ], and approved by the Minister (as
25                        defined in the Agreement) on [ ], under the Agreement.
26
27              2.        [Any further endorsement which the Minister for Mines
28                        may, consistent with the provisions of the Agreement,
29                        determines and thereafter impose in respect of this
30                        licence including during the term of the Agreement.]
31
32              Conditions
33
34              [Such conditions which the Minister for Mines may, consistent
35              with the provisions of the Agreement, determines and thereafter
36              impose in respect of the licence, including during the term of the
37              Agreement.]
38
39


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     Iron Ore (Hope Downs) Agreement Act 1992 amended           Part 5

                                                                 s. 20



1                                SCHEDULE
2
3                             Description of land
4
5       Locality:
6       Mineral Field:
7       Area:
8
9       DATED at Perth this              day of                   .
10
11
12      MINISTER FOR MINES".
13
14
15




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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 5         Iron Ore (Hope Downs) Agreement Act 1992 amended

     s. 20



1    EXECUTED as a deed.
2
3    SIGNED by THE HONOURABLE                 )
4    COLIN JAMES BARNETT                      )     [Signature]
5    in the presence of:                      )
6
                [Signature]
             STEPHEN WOOD
7
8
9
10   THE COMMON SEAL of HOPE                  )
11   DOWNS IRON ORE PTY. LTD.                 )
12   ACN 071 514 308 was hereunto             )     [C.S.]
13   affixed in accordance with its           )
14   constitution in the presence of:         )
15
16
     [Signature]                             TADEUSZ J WATROBA
     Director
17
     [Signature]                             JAY NEWBY
     Secretary
18
19
20   THE COMMON SEAL of                       )
21   HAMERSLEY WA PTY. LTD.                   )
22   ACN 115 004 138 was hereunto             )     [C.S.]
23   affixed by authority of the Directors    )
24   in the presence of:                      )
25
     [Signature]                             ALAN DAVIES
     Director
26
     [Signature]                             HELEN FERNIHOUGH
     Secretary
27




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                       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                 Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                                 s. 21



 1               Part 6 -- Iron Ore (Yandicoogina) Agreement
 2                           Act 1996 amended
 3   21.           Act amended
 4                 This Part amends the Iron Ore (Yandicoogina) Agreement
 5                 Act 1996.
 6   22.           Section 3 amended
 7         (1)     In section 3 insert in alphabetical order:
 8

 9                       the First Variation Agreement means the agreement a
10                       copy of which is set out in Schedule 2.
11

12         (2)     In section 3 in the definition of Agreement delete "Schedule 1,
13                 and includes that agreement as amended from time to time in
14                 accordance with clause 33 of the agreement." and insert:
15

16                       Schedule 1 and, except in section 4(1), includes that
17                       agreement as amended from time to time in accordance
18                       with clause 33 of the agreement and by the First
19                       Variation Agreement;
20

21   23.           Section 4 amended
22         (1)     After section 4(1) insert:
23

24               (2A)    The First Variation Agreement is ratified.
25

26         (2)     After section 4(3) insert:
27

28                 (4)   To avoid doubt, it is declared that the provisions of the
29                       Public Works Act 1902 section 96 do not apply to a
30                       railway constructed under the Agreement.
31


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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 24



 1   24.          Section 5 inserted
 2                After section 4 insert:
 3


 4           5.         State empowered under clause 12C(9)(a)
 5                      The State has power in accordance with
 6                      clause 12C(9)(a) of the Agreement.
 7


 8   25.          Schedule 2 inserted
 9                After Schedule 1 insert:
10




     page 400
           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                 s. 25



 1        Schedule 2 -- First Variation Agreement
 2                                                               [s. 3]
 3                              2010
 4
 5
 6
 7       THE HONOURABLE COLIN JAMES BARNETT
 8    PREMIER OF THE STATE OF WESTERN AUSTRALIA
 9
10
11                              AND
12
13         HAMERSLEY IRON-YANDI PTY. LIMITED
14                  ACN 009 181 793
15
16                              AND
17
18             HAMERSLEY IRON PTY. LIMITED
19                   ACN 004 558 276
20
21
22
23
24
25      IRON ORE (YANDICOOGINA) AGREEMENT 1996
26
27            RATIFIED VARIATION AGREEMENT
28
29
30
31
32                       [Solicitor's details]
33
34
35
36
37
38
39



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     s. 25



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6
 7   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 8   State of Western Australia acting for and on behalf of the said State and its
 9   instrumentalities from time to time (State)
10
11   AND
12
13   HAMERSLEY IRON-YANDI PTY. LIMITED ACN 009 181 793 of Level
14   22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia
15   (Company)
16
17   AND
18
19   HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,
20   Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia
21   (Hamersley).
22
23
24   RECITALS
25
26   A.      The State, the Company and Hamersley are the parties to the agreement
27           dated 22 October 1996 ratified by and scheduled to the Iron Ore
28           (Yandicoogina) Agreement Act 1996 and which as subsequently added to,
29           varied is referred to in this Agreement as the "Principal Agreement".
30
31   B.      The State, the Company and Hamersley wish to vary the Principal
32           Agreement.
33
34
35   THE PARTIES AGREE AS FOLLOWS:
36
37   1.      Subject to the context, the words and expressions used in this Agreement
38           have the same meanings respectively as they have in and for the purpose
39           of the Principal Agreement.
40



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 1   2.   The State shall sponsor a Bill in the Parliament of Western Australia to
 2        ratify this Agreement and shall endeavour to secure its passage as an Act
 3        prior to 31 December 2010 or such later date as the parties may agree.
 4
 5   3.   (a)   Clause 4 does not come into operation unless or until an Act passed
 6              in accordance with clause 2 ratifies this Agreement.
 7
 8        (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
 9              clause 2, clause 4 has not come into operation then unless the
10              parties hereto otherwise agree this Agreement shall cease and
11              determine and none of the parties shall have any claim against the
12              other parties with respect to any matter or thing arising out of or
13              done or performed or omitted to be done or performed under this
14              Agreement.
15
16   4.   The Principal Agreement is hereby varied as follows:
17
18        (1)   in clause 1:
19
20              (a)   by deleting the existing definitions of "beneficiated ore",
21                    "fine ore", "loading port", "lump ore" and "metallised
22                    agglomerates";
23
24              (b)   by inserting in the appropriate alphabetical positions the
25                    following new definitions:

26                    "associated company" means:
27
28                     (a)     any company notified in writing by the Company to
29                             the Minister which is incorporated in the United
30                             Kingdom, the United States of America or Australia
31                             and which is:
32
33                             (i)    a subsidiary of the Company within the
34                                    meaning of the term "subsidiary" in section 46
35                                    of    the     Corporations       Act      2001
36                                    (Commonwealth);
37
38                             (ii)   promoted by the Company for all or any of the
39                                    purposes of this Agreement and in which the


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 1                                  Company holds not less than $2,000,000 of the
 2                                  issued ordinary capital;
 3
 4                          (iii)   a company in which the Company holds not
 5                                  less than 20% of the issued ordinary share
 6                                  capital;
 7
 8                          (iv)    a related body corporate (within the meaning of
 9                                  the term "related body corporate" in section 9
10                                  of      the     Corporations       Act    2001
11                                  (Commonwealth)) of the Company or of any
12                                  company in which the Company holds not less
13                                  than 20% of the issued ordinary share capital;
14                                  and
15
16                    (b)   any other company approved in writing by the
17                          Minister for the purpose of this Agreement which is
18                          associated directly or indirectly with the Company in
19                          its business or operations under this Agreement;
20
21                    "beneficiated ore" means iron ore that has been
22                    concentrated or upgraded otherwise than solely by crushing,
23                    screening, separating by hydrocycloning or a similar
24                    technology which uses primarily size as a criterion,
25                    washing, scrubbing, trommelling or drying, or by a
26                    combination of 2 or more of those processes by the
27                    Company in a plant constructed pursuant to proposal
28                    approved pursuant to an Integration Agreement or such
29                    other plant as is approved by the Minister after consultation
30                    with the Minister for Mines and "beneficiation" and
31                    "beneficiate" have corresponding meanings;
32
33                    "fine ore" means iron ore (not being beneficiated ore or
34                    pisolite fine ore) which is screened and will pass through a
35                    6.3 millimetre mesh screen;
36
37                    "Government agreement" has the meaning given in the
38                    Government Agreements Act 1979 (WA);
39




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                                                                    s. 25



 1             "Integration Agreement" means:
 2
 3             (a)   the agreement approved by and scheduled to the Iron
 4                   Ore (Hamersley Range) Agreement Act 1963, as from
 5                   time to time added to, varied or amended; or
 6
 7             (b)   the agreement approved by and scheduled to the Iron
 8                   Ore (Robe River) Agreement Act 1964, as from time
 9                   to time added to, varied or amended; or
10
11             (c)   the agreement approved by and scheduled to the Iron
12                   Ore (Hamersley Range) Agreement Act Amendment
13                   Act 1968, as from time to time added to, varied or
14                   amended; or
15
16             (d)   the agreement ratified by and scheduled to the Iron
17                   Ore (Mount Bruce) Agreement Act 1972, as from time
18                   to time added to, varied or amended; or
19
20             (e)   the agreement ratified by and scheduled to the Iron
21                   Ore (Hope Downs) Agreement Act 1992, as from time
22                   to time added to, varied or amended; or
23
24             (f)   the agreement ratified by and scheduled to the Iron
25                   Ore (Yandicoogina) Agreement Act 1996, as from
26                   time to time added to, varied or amended; or
27
28             (g)   the agreement approved by and scheduled to the Iron
29                   Ore (Mount Newman) Agreement Act 1964, as from
30                   time to time added to, varied or amended; or
31
32             (h)   the agreement approved by and scheduled to the Iron
33                   Ore (Mount Goldsworthy) Agreement Act 1964, as
34                   from time to time added to, varied or amended; or
35
36             (i)   the agreement ratified by and scheduled to the Iron
37                   Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
38                   as from time to time added to, varied or amended; or

39             (j)   the agreement authorised by as scheduled to the Iron
40                   Ore (McCamey's Monster) Agreement Authorisation

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 1                          Act 1972, as from time to time added to, varied or
 2                          amended; or

 3                    (k)   the agreement ratified by and scheduled to the Iron
 4                          Ore (Marillana Creek) Agreement Act 1991, as from
 5                          time to time added to, varied or amended;
 6
 7                    "Integration Proponent" means in relation to an Integration
 8                    Agreement, "the Company" or "the Joint Venturers" as the
 9                    case may be as defined in, and for the purpose of, that
10                    Integration Agreement;

11                    "loading port" means:
12
13                    (a)   the Port of Dampier; or
14
15                    (b)   Port Walcott; or
16
17                    (c)   the Port of Port Hedland; or
18
19                    (d)   any other port constructed after the variation date
20                          under an Integration Agreement; or
21
22                    (e)   such other port approved by the Minister at the
23                          request of the Company from time to time for the
24                          shipment of iron ore from the mining lease;

25                    "lump ore" means iron ore (not being beneficiated ore or
26                    pisolite fine ore) which is screened and will not pass
27                    through a 6.3 millimetre mesh screen;

28                    "metallised agglomerates" means products resulting from
29                    the reduction of iron ore by any method whatsoever and
30                    having an iron content of not less than 85%;

31                    "pisolite fine ore" means iron ore (not being beneficiated
32                    ore) derived from channel iron deposits that appear to be
33                    chemically precipitated sedimentary deposits comprised of a
34                    pisolitic texture of hematite grains rimmed with geothite in a
35                    geothitic matrix and:
36


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                                                                            s. 25



 1                (a)   having a product grade loss on ignition of 8.5% or
 2                      greater; and
 3
 4                (b)   which is screened and will pass through an 9.5
 5                      millimetre mesh screen;
 6
 7                "Related Entity" means a company in which:
 8
 9                (a)   as at 21 June 2010; and
10
11                (b)   after 21 June 2010, with the approval of the Minister,
12
13                a direct or (through a subsidiary or subsidiaries within the
14                meaning of the Corporations Act 2001 (Commonwealth))
15                indirect shareholding of 20% or more is held by:
16
17                (c)   Rio Tinto Limited ABN 96 004 458 404; or
18
19                (d)   BHP Billiton Limited ABN 49 004 028 077; or
20
21                (e)   those companies referred to in paragraphs (c) and (d)
22                      in aggregate;
23
24                "variation date" means the date on which clause 4 of the
25                variation agreement made on or about 17 November 2010
26                between the State, the Company and Hamersley comes into
27                operation;

28         (c)    in the definition of "iron ore" by inserting ", without
29                limitation," after "includes";

30         (d)    in the definition of "mining lease" by inserting "and includes
31                any areas added to it pursuant to clause 11(8)";

32   (2)   by inserting after clause 2(3) the following new subclause:
33
34         "(4)   Nothing in this Agreement shall be construed to exempt the
35                Company from compliance with the provisions of the
36                Aboriginal Heritage Act 1972 (WA).";

37   (3)   in clause 9(1) by:

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 1
 2                 (a)   deleting "If" and substituting "Subject to clause 10, if"; and
 3
 4                 (b)   inserting "(other than under clause 12C)" after "pursuant to
 5                       this Agreement";

 6           (4)   by deleting subclause (2) of clause 9 and substituting the following
 7                 new subclauses:
 8
 9                       "(2)   A proposal may with the consent of the Minister
10                              (except in relation to an Integration Agreement) and
11                              that of any parties concerned (being in respect of an
12                              Integration Agreement the Integration Proponent for
13                              that agreement) provide for the use by the Company
14                              of any works installations or facilities constructed or
15                              established under a Government agreement.
16
17                       (3)    Each of the proposals pursuant to subclause (1) may
18                              with the approval of the Minister, or shall if so
19                              required by the Minister, be submitted separately and
20                              in any order as to any matter or matters in respect of
21                              which such proposals are required to be submitted.
22
23                       (4)    At the time when the Company submits the said
24                              proposals it shall submit to the Minister details of any
25                              services (including any elements of the project
26                              investigations, design and management) and any
27                              works materials, plant, equipment and supplies that it
28                              proposes to consider obtaining from or having carried
29                              out or permitting to be obtained from or carried out
30                              outside Australia together with its reasons therefor
31                              and shall, if required by the Minister, consult with the
32                              Minister with respect thereto.
33
34                       (5)    The Company may withdraw its proposals pursuant to
35                              subclause (1) at any time before approval thereof, or
36                              where any decision in respect thereof is referred to
37                              arbitration as referred to in clause 9A, within 3
38                              months after the award by notice to the Minister that it
39                              shall not be proceeding with the same.";
40


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                                                                          s. 25



 1   (5)   by inserting after clause 9 the following new clauses:
 2
 3         Consideration of Company's proposals under clause 9
 4
 5         9A.   (1)    In respect of each proposal pursuant to subclause (1)
 6                      of clause 9 the Minister shall:
 7
 8                      (a)   subject to the limitations set out below, refuse
 9                            to approve the proposal (whether it requests the
10                            grant of new tenure or not) if the Minister is
11                            satisfied on reasonable grounds that it is not in
12                            the public interest for the proposal to be
13                            approved; or
14
15                      (b)   approve of the proposal without qualification or
16                            reservation; or
17
18                      (c)   defer consideration of or decision upon the
19                            same until such time as the Company submits a
20                            further proposal or proposals in respect of some
21                            other of the matters mentioned in clause 9(1)
22                            not covered by the said proposal; or
23
24                      (d)   require as a condition precedent to the giving of
25                            his approval to the said proposal that the
26                            Company make such alteration thereto or
27                            comply with such conditions in respect thereto
28                            as he thinks reasonable, and in such a case the
29                            Minister shall disclose his reasons for such
30                            conditions,
31
32               PROVIDED ALWAYS that where implementation of any
33               proposals hereunder has been approved pursuant to the
34               EP Act subject to conditions or procedures, any approval or
35               decision of the Minister under this clause shall if the case so
36               requires incorporate a requirement that the Company make
37               such alterations to the proposals as may be necessary to
38               make them accord with those conditions or procedures.
39




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 1                    In considering whether to refuse to approve a proposal the
 2                    Minister is to assess whether or not the implementation of
 3                    the proposal by itself, or together with any one or more of
 4                    the other submitted proposals, will:
 5
 6                    (i)     detrimentally    affect    economic   and   orderly
 7                            development in the said State, including without
 8                            limitation, infrastructure development in the said
 9                            State; or
10
11                    (ii)    be contrary to or inconsistent with the planning and
12                            development policies and objectives of the State; or
13
14                    (iii)   detrimentally affect the rights and interests of third
15                            parties; or
16
17                    (iv)    detrimentally affect access to and use by others of the
18                            lands the subject of any grant or proposed grant to the
19                            Company.
20
21                    The right to refuse to approve a proposal conferred by
22                    paragraph (a) may only be exercised in respect of a proposal
23                    where the Minister is satisfied on reasonable grounds that a
24                    purpose of the proposal is the integrated use of works
25                    installations or facilities (as defined in subclause (7) of
26                    clause 12A for the purpose of that clause) as contemplated
27                    by clause 12A. It may not be so exercised in respect of a
28                    proposal if pursuant to clause 9B(5) the Minister, prior to the
29                    submission of the proposal, advised the Company in writing
30                    that the Minister has no public interest concerns (as defined
31                    in that clause) with the single preferred development (as
32                    referred to in clause 9B(5)(a)) the subject of the submitted
33                    proposals and those proposals are consistent (as to their
34                    substantive scope and content) with the information
35                    provided to the Minister pursuant to clause 9B(5) in respect
36                    of that single preferred development.
37
38              (2)   The Minister shall within 2 months after receipt of proposals
39                    pursuant to clause 9(1) give notice to the Company of his
40                    decision in respect to the proposals, PROVIDED THAT


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                                                                          s. 25



 1               where a proposal is to be assessed under Part IV of the EP
 2               Act the Minister shall only give notice to the Company of
 3               his decision in respect to the proposal within 2 months after
 4               service on him of an authority under section 45(7) of the EP
 5               Act.
 6
 7         (3)   If the decision of the Minister is as mentioned in either of
 8               paragraphs (a), (c) or (d) of subclause (1) the Minister shall
 9               afford the Company full opportunity to consult with him and
10               should it so desire to submit new or revised proposals either
11               generally or in respect to some particular matter.
12
13         (4)   If the decision of the Minister is as mentioned in either of
14               paragraphs (c) or (d) of subclause (1) and the Company
15               considers that the decision is unreasonable the Company
16               within 2 months after receipt of the notice mentioned in
17               subclause (2) may elect to refer to arbitration in the manner
18               hereinafter provided the question of the reasonableness of
19               the decision PROVIDED THAT any requirement of the
20               Minister pursuant to the proviso to subclause (1) shall not be
21               referable to arbitration hereunder. A decision of the Minister
22               under paragraph (a) of subclause (1) shall not be referable to
23               arbitration under this Agreement.
24
25         (5)   If by the award made on the arbitration pursuant to
26               subclause (4) the dispute is decided in favour of the
27               Company the decision shall take effect as a notice by the
28               Minister that he is so satisfied with and approves the matter
29               or matters the subject of the arbitration.
30
31   (6)   The Company shall implement the approved proposals in
32         accordance with the terms thereof.
33
34   (7)    Notwithstanding clause 33, the Minister may during the
35          implementation of approved proposals approve variations to those
36          proposals.
37
38   Notification of possible proposals
39




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 1           9B.   (1)   If the Company, upon completion of a pre-feasibility study
 2                       in respect of any matter that would require the submission
 3                       and approval of proposals pursuant to this Agreement (being
 4                       proposals which will have as their purpose, the integrated
 5                       use of works installations or facilities as contemplated by
 6                       clause 12A) for the matter to be undertaken, intends to
 7                       further consider the matter with a view to possibly
 8                       submitting such proposals it shall promptly notify the
 9                       Minister in writing giving reasonable particulars of the
10                       relevant matter.
11
12                 (2)   Within one (1) month after receiving the notification the
13                       Minister may, if the Minister so wishes, inform the
14                       Company of the Minister's views of the matter at that stage.
15
16                 (3)   If the Company is informed of the Minister's views, it shall
17                       take them into account in deciding whether or not to proceed
18                       with its consideration of the matter and the submission of
19                       proposals.
20
21                 (4)   Neither the Minister's response nor the Minister choosing
22                       not to respond shall in any way limit, prejudice or otherwise
23                       affect the exercise by the Minister of the Minister's powers,
24                       or the performance of the Minister's obligations, under this
25                       Agreement or otherwise under the laws from time to time of
26                       the said State.
27
28                 (5)   (a)   This subclause applies where the Company has settled
29                             upon a single preferred development a purpose of
30                             which is the integrated use of works installations or
31                             facilities (as defined in subclause (7) of clause 12A
32                             for the purpose of that clause) as contemplated by
33                             clause 12A.
34
35                       (b)   For the purpose of this subclause "public interest
36                             concerns" means any concern that implementation of
37                             the single preferred development or any part of it will:
38
39                             (i)    detrimentally affect economic and orderly
40                                    development in the said State, including


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 1                           without limitation, infrastructure development
 2                           in the said State; or
 3
 4                   (ii)    be contrary to or inconsistent with the planning
 5                           and development policies and objectives of the
 6                           State; or
 7
 8                   (iii)   detrimentally affect the rights and interests of
 9                           third parties; or
10
11                   (iv)    detrimentally affect access to and use by others
12                           of lands the subject of any grant or proposed
13                           grant to the Company.
14
15             (c)   At any time prior to submission of proposals the
16                   Company may give to the Minister notice of its single
17                   preferred development and request the Minister to
18                   confirm that the Minister has no public interest
19                   concerns with that single preferred development.
20
21             (d)   The Company shall furnish to the Minister with its
22                   notice reasonable particulars of the single preferred
23                   development including, without limitation:
24
25                   (i)     as to the matters that would be required to be
26                           addressed in submitted proposals; and
27
28                   (ii)    its progress in undertaking any feasibility or
29                           other studies or matters to be completed before
30                           submission of proposals; and
31
32                   (iii)   its timetable for obtaining required statutory
33                           and other approvals in relation to the
34                           submission and approval of proposals; and
35
36                   (iv)    its tenure requirements.
37
38             (e)   If so required by the Minister, the Company will
39                   provide to the Minister such further information
40                   regarding the single preferred development as the


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 1                          Minister may require from time to time for the
 2                          purpose of considering the Company's request and
 3                          also consult with the Minister or representatives or
 4                          officers of the State in regard to the single preferred
 5                          development.
 6
 7                    (f)   Within 2 months after receiving the notice (or if the
 8                          Minister requests further information, within 2
 9                          months after the provision of that information) the
10                          Minister must advise the Company:
11
12                          (i)    that the Minister has no public interest
13                                 concerns   with   the  single  preferred
14                                 development; or
15
16                          (ii)   that he is not then in a position to advise that he
17                                 has no public interest concerns with the single
18                                 preferred development and the Minister's
19                                 reasons in that regard.
20
21                    (g)   If the Minister gives the advice mentioned in
22                          paragraph (f)(ii) the Company may, should it so
23                          desire, give a further request to the Minister in respect
24                          of a revised or alternate single preferred development
25                          and the provisions of this subclause shall apply
26                          mutatis mutandis thereto.";
27
28              (6)   in clause 10(4)(b) by deleting "subclause (2) of Clause 9"
29                    and substituting "clauses 9(2) to (5) and 9A";
30
31              (7)   in clause 11(8) by:
32
33                    (a)   inserting after "total area of the mining lease" the
34                          words ", any land that may be included in the mining
35                          lease pursuant to this Agreement and of any other
36                          mining lease granted under or pursuant to this
37                          Agreement (as aggregated)";
38
39                    (b)   inserting "by endorsement" after "thereof in the
40                          mining lease"; and


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 1
 2             (c)   by inserting the following sentence at the end of the
 3                   clause:
 4
 5                   "The Minister may approve, upon application by the
 6                   Company from time to time, for the total area referred
 7                   to in this subclause to be increased up to a limit not
 8                   exceeding 1,000 square kilometres;";
 9
10       (8)   in clause 11(10) by inserting "or clause 10 as the case may
11             be" before the full stop;
12
13       (9)   by inserting after subclause (11) of clause 11 the following
14             new subclauses:
15
16             "Blending of iron ore
17
18             (12) (a)     The Company may blend iron ore mined from
19                          the mining lease with any:
20
21                          (i)     iron ore mined from a mining tenement
22                                  or other mining title granted under, or
23                                  pursuant to, an Integration Agreement;
24                                  or
25
26                          (ii)    iron ore mined from a Mining Act 1978
27                                  mining lease located in, or proximate to,
28                                  the Pilbara region of the said State
29                                  which is held by a Related Entity alone
30                                  or with a third party or parties
31                                  (excluding any mining lease granted
32                                  pursuant to, or held under, a
33                                  Government agreement); or
34
35                          (iii)   with the prior approval of the Minister,
36                                  iron ore mined in, or proximate to, the
37                                  Pilbara region of the said State under a
38                                  Government agreement (excluding an
39                                  Integration Agreement); or
40



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 1                               (iv)   with the prior approval of the Minister,
 2                                      iron ore mined by a third party from a
 3                                      Mining Act 1978 mining lease located
 4                                      in, or proximate to, the Pilbara region of
 5                                      the said State (excluding under a
 6                                      Government agreement) which has been
 7                                      purchased by an Integration Proponent
 8                                      from the third party.
 9
10                         (b)   The authority given under paragraph (a) is
11                               subject to the Minister being reasonably
12                               satisfied that there are in place adequate
13                               systems and controls for the correct
14                               apportionment of the quantities of iron ore
15                               being blended as between each of the sources
16                               referred to in paragraph (a), which systems and
17                               controls monitor production, processing,
18                               transportation, stockpiling and shipping of all
19                               such iron ore. If at any time the Minister
20                               ceases to be so satisfied he may, after
21                               consulting the Company and provided the
22                               Company has not within three (3) months after
23                               the commencement of such consultation
24                               addressed the matters of concern to the
25                               Minister to his satisfaction, by notice in writing
26                               to the Company suspend the above authority in
27                               respect of the relevant blending arrangements
28                               until he is again satisfied in terms of this
29                               paragraph (b).
30
31                         (c)   If any blending of iron ore occurs as
32                               contemplated by this subclause, then for the
33                               purposes of clauses 12(2) and (3)(a), a portion
34                               of the iron ore so blended being equal to the
35                               proportion that the amount of iron ore from the
36                               mining lease used in the admixture of iron ore
37                               bears to the total amount of iron ore so
38                               blended, shall be deemed to be produced from
39                               the mining lease.
40



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                                                                         s. 25



 1             Shipment of and price for iron ore
 2
 3             (13)   The Company shall during the continuance of this
 4                    Agreement ship, or procure the shipment of all iron
 5                    ore mined from the mining lease and sold:
 6
 7                    (a)     from a wharf in a loading port which has been
 8                            constructed under an Integration Agreement; or
 9
10                    (b)     with the Minister's approval given before
11                            submission of proposals in that regard, from
12                            any other wharf in a loading port which wharf
13                            has    been    constructed    under   another
14                            Government      agreement    (excluding   the
15                            Integration Agreements),
16
17                    and use its best endeavours to obtain for all iron ore
18                    from the mining lease the best price possible having
19                    regard having regard to market conditions from time
20                    to time prevailing provided that iron ore from the
21                    mining lease may be sold by the Company prior to or
22                    at the time of the shipment under this Agreement at a
23                    price equal to the production costs in respect of that
24                    iron ore up to the point of sale, if:
25
26                    (i)     the Minister is notified before the time of
27                            shipment that the sale is to be made at cost,
28                            providing details of the proposed sale; and
29
30                    (ii)    the Minister is notified of the proposed arm's
31                            length purchaser in the relevant international
32                            seaborne iron ore market of the iron ore the
33                            subject of the proposed sale at cost; and
34
35                    (iii)   there is included in the return lodged pursuant
36                            to clause 12(3)(a) particulars of the transaction
37                            in which the ore sold at cost was subsequently
38                            purchased in the relevant international
39                            seaborne iron ore market by an arm's length
40                            purchaser specifying the purchaser, the seller,


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     s. 25



 1                                 the price and the date when the sale was agreed
 2                                 between the arm's length purchaser and the
 3                                 seller; and
 4
 5                          (iv)   the arm's length purchaser referred to in (iii)
 6                                 above is not then a designated purchaser as
 7                                 referred to below.
 8
 9                          If required by notice in writing from the Minister, the
10                          Company must provide the Minister within 30 days
11                          after receiving the notice with evidence that the
12                          transaction as included in the return pursuant to
13                          paragraph (iii) of the proviso above was a sale in the
14                          relevant international seaborne iron ore market to an
15                          independent participant in that market. If no evidence
16                          is provided or the Minister is not so satisfied on the
17                          evidence provided or other information obtained, the
18                          Minister may by notice to the Company designate the
19                          purchaser to be a designated purchaser and that
20                          designation will remain in force unless and until lifted
21                          by further notice from the Minister to the Company.
22                          For the avoidance of doubt, the parties acknowledge
23                          that marketing entities forming part of the corporate
24                          group including the Company (or part of the parallel
25                          corporate group if the Company is part of a dual-listed
26                          corporate structure) are not independent participants
27                          for the purposes of this subclause.";
28
29              (10) in clause 12(1) by
30
31                    (a)   in the definition of "agreed or determined":
32
33                          (i)    inserting "(following if requested by the
34                                 Company, consultation with the Company and
35                                 its consultants in regard thereto)" after
36                                 "determined by the Minister";
37
38                          (ii)   deleting "assessed at" and substituting "assessed
39                                 on"; and
40



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     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                          s. 25



 1                   (iii)   deleting all the words after "shall have regard
 2                           to" and substituting a colon followed by:
 3
 4                           "(i)    in the case of iron ore initially sold at
 5                                   cost pursuant to the proviso to clause
 6                                   11(13), the prices for that type of iron
 7                                   ore prevailing at the time the price for
 8                                   such iron ore was agreed between the
 9                                   arm's length purchaser referred to in
10                                   paragraph (iii) of that proviso and the
11                                   seller in relation to the type of sale and
12                                   the relevant international seaborne iron
13                                   ore market into which such iron ore was
14                                   sold and where prices beyond the
15                                   deemed f.o.b. point are being considered
16                                   the deductions mentioned in the
17                                   definition of f.o.b. value; and
18
19                            (ii)   in any other case, the prices for that type
20                                   of iron ore prevailing at the time the
21                                   price for such iron ore was agreed
22                                   between the Company and the purchaser
23                                   in relation to the type of sale and the
24                                   market into which such iron ore was
25                                   sold and where prices beyond the
26                                   deemed f.o.b. point are being considered
27                                   the deductions mentioned in the
28                                   definition of f.o.b. value;";
29
30             (b)   in the definition of "deemed f.o.b. point" by inserting
31                   "relevant" before "loading port";
32
33             (c)   in the definition of "f.o.b. value" by:
34
35                   (i)     in paragraph (i):
36
37                           (A)     inserting "subject to paragraph (ii),"
38                                   before "in the case of";
39




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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
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     s. 25



 1                                 (B)     deleting "assessed at" and substituting
 2                                         "assess on"; and
 3
 4                                 (C)     inserting "relevant" before           each
 5                                         reference to "loading port";
 6
 7                          (ii)   renumbering paragraph (ii) as paragraph (iii);
 8                                 and
 9
10                          (iii) inserting after paragraph (i) the following new
11                                paragraph:
12
13                                 "(ii)   in the case of iron ore initially sold at
14                                         cost pursuant to the proviso to clause
15                                         11(13), the price which is payable for
16                                         the iron ore by the arm's length
17                                         purchaser as referred to in paragraph
18                                         (iii) of that proviso or, where the
19                                         Minister considers, following advice
20                                         from the appropriate Government
21                                         department, that the price payable in
22                                         respect of the iron ore does not represent
23                                         a fair and reasonable market value for
24                                         that type of iron ore assessed on an arm's
25                                         length basis in the relevant international
26                                         seaborne iron ore market, such amount
27                                         as is agreed or determined as
28                                         representing such a fair and reasonable
29                                         market value, less all duties, taxes, costs
30                                         and charges referred to in paragraph (i)
31                                         above;";
32
33              (11) after clause 12(1) by deleting the heading "period to 31
34                   December 2010";
35
36              (12) in clause 12(2) by:

37                    (a)   deleting "(a) for the period ending on 31 December
38                          2010";



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     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                         s. 25



 1             (b)   inserting in paragraph (i) "and on fine ore and pisolite
 2                   fine ore where such fine ore and pisolite fine ore is
 3                   not sold or shipped separately as such "after "lump
 4                   ore";

 5             (c)   inserting in paragraph (ii) "and on pisolite fine ore
 6                   sold or shipped separately as such" after "fine ore";

 7             (d)   deleting paragraphs (b); and (c); and

 8             (e)   deleting "paragraphs (a) and            (b)   of"   after
 9                   "PROVIDED HOWEVER"; and

10             (f)   inserting after paragraph (d) the following new
11                   paragraphs:

12                   "(e)   Where beneficiated ore is produced from an
13                          admixture of iron ore from the mining lease
14                          and iron ore from elsewhere, a portion (and a
15                          portion only) of the beneficiated ore so
16                          produced being equal to the proportion that the
17                          amount of the iron in the iron ore from the
18                          mining lease used in the production of that
19                          beneficiated ore bears to the total amount of
20                          iron in the iron ore so used shall be deemed to
21                          be produced from iron ore from the mining
22                          lease.

23                   (f)    Where for the purpose of determining f.o.b.
24                          value it is necessary to convert an amount or
25                          price to Australian currency, the conversion is
26                          to be calculated using a rate (excluding forward
27                          hedge or similar contract rates) that has been
28                          approved by the Minister at the request of the
29                          Company and in the absence of such request as
30                          determined by the Minister to be a reasonable
31                          rate for the purpose.

32                   (g)    The provisions of regulations 85AA (Effect of
33                          GST etc. on royalties) of the Mining
34                          Regulations 1981 (WA) shall apply mutatis

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     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                 mutandis to the calculation of royalties under
 2                                 this clause.";

 3              (13) in clause 12(3) by:
 4
 5                    (a)   in paragraph (a):
 6
 7                          (i)    inserting "and also showing such other
 8                                 information in relation to the abovementioned
 9                                 iron ore as the Minister may from time to time
10                                 reasonably require in regard to, and to assist in
11                                 verifying, the calculation of royalties in
12                                 accordance with subclause (2)" after "the due
13                                 date of the return"; and
14
15                          (ii)   deleting all the words after "calculated on the
16                                 basis of" and substituting a colon followed by:
17
18                                 "(i)    in the case of iron ore initially sold at
19                                         cost pursuant to the proviso to clause
20                                         11(13), at the price notified pursuant to
21                                         paragraph (iii) of that proviso;
22
23                                 (ii)    in any other cases invoices or
24                                         provisional invoices (as the case may
25                                         be) rendered by the Company to the
26                                         purchaser (which invoices the Company
27                                         shall     render      without      delay
28                                         simultaneously furnishing copies thereof
29                                         to the Minister) of such iron ore or on
30                                         the basis of estimates as agreed or
31                                         determined,
32
33                                 and shall from time to time in the next
34                                 following appropriate return and payment
35                                 make (by return and by cash) all such
36                                 necessary adjustments (and give to the Minister
37                                 full details thereof) when the f.o.b. value shall
38                                 have been finally calculated, agreed or
39                                 determined;";
40


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           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                        s. 25



 1             (b)   in paragraph (b) by:
 2
 3                   (i)     deleting "books of account and records of the
 4                           Company including contracts relative" and
 5                           substituting "books, records, accounts,
 6                           documents (including contracts), data and
 7                           information of the Company stored by any
 8                           means relating"; and
 9
10                   (ii)    inserting "(in whatever form)" after "copies or
11                           extracts";

12                   (iii)   inserting "the subject of royalty" before each
13                           reference to "hereunder"; and
14
15             (c)   by inserting after paragraph (b) the following new
16                   paragraph:
17
18                    "(ba) The Company shall cause to be produced in
19                          Perth in the said State all books, records,
20                          accounts, documents (including contracts), data
21                          and information of the kind referred to in
22                          paragraph (b) to enable the exercise of rights
23                          by the Minister or the Minister's nominee under
24                          paragraph (b), regardless of the location in
25                          which or by whom those books, records,
26                          accounts, documents (including contracts), data
27                          and information are stored from time to time.";
28                          and
29
30       (14) by inserting after clause 12 the following new clauses:
31
32             "Integrated use of works installations or facilities under
33              the Integration Agreements
34
35             12A. (1)      Subject to subclauses (2) to (7) of this clause
36                           and to the other provisions of this Agreement,
37                           the Company may during the continuance of
38                           this Agreement:
39



                                                                  page 423
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                               (a)    use any existing or new works
 2                                      installations or facilities constructed or
 3                                      held:
 4
 5                                      (i)     under this Agreement; or
 6
 7                                      (ii)    under any other Integration
 8                                              Agreement which are made
 9                                              available for such use and during
10                                              the    continuance     of    such
11                                              Integration Agreement; or
12
13                                      (iii)   with the approval of the Minister,
14                                              under a Government agreement
15                                              (excluding      an     Integration
16                                              Agreement) which are made
17                                              available for such use and during
18                                              the    continuance      of    that
19                                              agreement,
20
21                                      (wholly or in part) in the activities of the
22                                      Company carried on by it pursuant to
23                                      this Agreement including, without
24                                      limitation, as part of those activities,
25                                      transporting by railway and shipping
26                                      from a loading port and undertaking any
27                                      ancillary and incidental activities in
28                                      doing so (including, without limitation,
29                                      blending permitted by clause 11(12)) of:
30
31                                      (A)     iron ore mined from a Mining Act
32                                              1978 mining lease located in, or
33                                              proximate to, the Pilbara region
34                                              of the said State which is held by
35                                              a Related Entity alone or with a
36                                              third party or parties (excluding
37                                              any mining lease granted
38                                              pursuant to, or held under, a
39                                              Government agreement);
40



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           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                     s. 25



 1                               (B)   with the prior approval of the
 2                                     Minister, iron ore mined in, or
 3                                     proximate to, the Pilbara region
 4                                     of the said State under a
 5                                     Government             agreement
 6                                     (excluding     an     Integration
 7                                     Agreement);
 8
 9                               (C)   with the prior approval of the
10                                     Minister, iron ore mined by a
11                                     third party from a Mining Act
12                                     1978 mining lease located in, or
13                                     proximate to, the Pilbara region
14                                     of the said State (excluding under
15                                     a Government agreement) which
16                                     has been purchased by the
17                                     Company from the third party;
18
19                               (D)   iron ore mined under             an
20                                     Integration Agreement;
21
22                         (b)   make any existing or new works
23                               installations or facilities constructed or
24                               held under this Agreement available for
25                               use (wholly or partly) by another
26                               Integration Proponent during the
27                               continuance       of     its   Integration
28                               Agreement in the activities of that
29                               Integration Proponent carried on by it
30                               pursuant to its Integration Agreement
31                               including, without limitation, as part of
32                               those activities, transporting by railway
33                               and shipping from a loading port and
34                               undertaking any ancillary and incidental
35                               activities in doing so (including, without
36                               limitation, blending permitted by that
37                               Integration Agreement) of:
38
39                               (i)   iron ore mined from a Mining Act
40                                     1978 mining lease located in, or


                                                                 page 425
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                              proximate to, the Pilbara region
 2                                              of the said State which is held by
 3                                              a Related Entity alone or with a
 4                                              third party or parties (excluding
 5                                              any mining lease granted
 6                                              pursuant to, or held under, a
 7                                              Government agreement);
 8
 9                                      (ii)    with the prior approval of the
10                                              Minister (as defined in that
11                                              Integration Agreement), iron ore
12                                              mined in, or proximate to, the
13                                              Pilbara region of the said State
14                                              under a Government agreement
15                                              (excluding     an     Integration
16                                              Agreement);
17
18                                      (iii)   with the prior approval of the
19                                              Minister (as defined in that
20                                              Integration Agreement), ore
21                                              mined by a third party from a
22                                              Mining Act 1978 mining lease
23                                              located in, or proximate to, the
24                                              Pilbara region of the said State
25                                              (excluding under a Government
26                                              agreement) which has been
27                                              purchased by that Integration
28                                              Proponent from the third party;
29
30                                      (iv)    iron ore mined under           an
31                                              Integration Agreement;
32
33                               (c)    make any existing or new works
34                                      installations or facilities constructed or
35                                      held under this Agreement available for
36                                      use (wholly or partly) in connection
37                                      with operations under:
38
39                                      (i)     a Mining Act 1978 mining lease
40                                              located in, or proximate to, the


     page 426
           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                     s. 25



 1                                      Pilbara region of the said State,
 2                                      for iron ore, which is held by a
 3                                      Related Entity alone or with a
 4                                      third party or parties (excluding
 5                                      any mining lease granted
 6                                      pursuant to, or held under a
 7                                      Government agreement); or
 8
 9                               (ii)   with the approval of the Minister,
10                                      a Government agreement (other
11                                      than an Integration Agreement)
12                                      for the mining of iron ore in, or
13                                      proximate to, the Pilbara region
14                                      of the said State;
15
16                         (d)   subject to subclause (2), under this
17                               Agreement and for the purpose of any
18                               use or making available for use referred
19                               to in paragraph (a), (b) or (c) connect
20                               any existing or new works installations
21                               or facilities constructed or held under
22                               this Agreement to any existing or new
23                               works      installations  or    facilities
24                               constructed or held under another
25                               Integration Agreement;
26
27                         (e)   subject to subclause (2), under this
28                               Agreement and for the purpose of any
29                               use or making available for use referred
30                               to in paragraph (a), (b) or (c) or making
31                               of any connection referred to in
32                               paragraph (d) construct new works
33                               installations or facilities and expand
34                               modify or otherwise vary any existing
35                               and new works installations or facilities
36                               constructed or held under this
37                               Agreement;
38
39                         (f)   allow a railway or rail spur line (not
40                               being a railway or rail spur line


                                                                 page 427
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                      constructed or held under an Integration
 2                                      Agreement) to be connected to a railway
 3                                      or rail spur line or other works
 4                                      installations or facilities constructed or
 5                                      held under this Agreement for the
 6                                      delivery of iron ore to an Integration
 7                                      Proponent for transport by railway and
 8                                      shipping from a loading port (together
 9                                      with any ancillary and incidental
10                                      activities in doing so) as part of its
11                                      activities    under      its   Integration
12                                      Agreement; and
13
14                               (g)    allow an electricity transmission line
15                                      (not being an electricity transmission
16                                      line constructed or held under an
17                                      Integration Agreement) to be connected
18                                      to an electricity transmission line
19                                      constructed or held under this
20                                      Agreement for the supply of electricity
21                                      permitted to be made under an
22                                      Integration Agreement.
23
24                         (2)   (a)    A connection referred to in clause (1)(d)
25                                      or construction, expansion, modification
26                                      or other variation referred to in
27                                      subclause (1)(e) by the Company shall,
28                                      to the extent not already authorised
29                                      under this Agreement as at the variation
30                                      date, be regarded as a significant
31                                      modification expansion or other
32                                      variation of the Company's activities
33                                      carried on by it pursuant to this
34                                      Agreement and may only be made in
35                                      accordance with proposals submitted
36                                      and approved or determined under this
37                                      Agreement in accordance with clauses 9
38                                      and 9A or clauses 10 or 12C as the case
39                                      may require and otherwise in
40                                      compliance with the provisions of this


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     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                         s. 25



 1                               Agreement and the laws from time to
 2                               time of the said State. For the avoidance
 3                               of doubt, the parties acknowledge that
 4                               any use or making available for use
 5                               contemplated by subclause (1)(a), (1)(b)
 6                               or (1)(c) shall not otherwise than as
 7                               required by this paragraph (a) require
 8                               the submission and approval of further
 9                               proposals under this Agreement.
10
11                         (b)   The Company shall not be entitled to:
12
13                               (i)     submit proposals to construct any
14                                       port or to establish harbour or
15                                       port works installations or
16                                       facilities; or
17
18                               (ii)    generate and supply power, take
19                                       and supply water or dispose of
20                                       water     otherwise    than    in
21                                       accordance with the other clauses
22                                       of this Agreement and subject to
23                                       any restrictions contained in
24                                       those clauses; or
25
26                               (iii)   without limiting subparagraphs
27                                       (i) and (ii) submit proposals to
28                                       construct or establish works
29                                       installations or facilities of a type,
30                                       or     to     make       expansions,
31                                       modifications or other variations
32                                       of works installations or facilities
33                                       of a type, which in the Minister's
34                                       reasonable        opinion         this
35                                       Agreement, immediately before
36                                       the variation date, did not permit
37                                       or contemplate the Company
38                                       constructing, establishing or
39                                       making as the case may be
40                                       otherwise than for integration use


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     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                             as contemplated by subclauses
 2                                             (1)(a), (1)(b) or (1)(c) or as
 3                                             permitted by clause 12C; or
 4
 5                                      (iv)   submit proposals to make a
 6                                             connection as referred to in
 7                                             subclause      (1)(d)    or      a
 8                                             construction,          expansion,
 9                                             modification or other variation as
10                                             referred to in subclause (1)(e)
11                                             otherwise than on tenure granted
12                                             under or pursuant to this
13                                             Agreement from time to time or
14                                             held pursuant to this Agreement
15                                             from time to time; or
16
17                                     (v)     submit proposals to make a
18                                             connection        referred    to   in
19                                             subclause         (1)(d)     or     a
20                                             construction,              expansion,
21                                             modification or other variation as
22                                             referred to in subclause (1)(e) for
23                                             the     purpose       of    use    as
24                                             contemplated         by     subclause
25                                             (1)(c)(i), if in the reasonable
26                                             opinion of the Minister the
27                                             activity which is the subject of
28                                             the proposals would give to the
29                                             holder or holders of the relevant
30                                             Mining Act 1978 mining lease
31                                             the benefit of rights or powers
32                                             granted to the Company under
33                                             this Agreement, over and above
34                                             the right of access to and use of
35                                             the relevant works, installations
36                                             or facilities; or
37
38                                     (vi)    submit proposals to make a
39                                             connection as referred to in
40                                             subclause   (1)(d)    or   a


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     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                        s. 25



 1                                       construction,          expansion,
 2                                       modification or other variation as
 3                                       referred to in subclause (1)(e) for
 4                                       the    purpose     of    use     as
 5                                       contemplated by subclause (1)(c)
 6                                       and involving the grant of tenure
 7                                       without the prior approval of the
 8                                       Minister; or
 9
10                               (vii)   submit proposals to assign,
11                                       sublet, transfer or dispose of any
12                                       works installations or facilities
13                                       constructed or held under this
14                                       Agreement or any leases,
15                                       licences, easements or other titles
16                                       under or pursuant to this
17                                       Agreement for any purpose
18                                       referred to in this clause.
19
20                         (c)    Notwithstanding the provisions of
21                                clauses 9A, 10 and 12C, the Minister
22                                may defer consideration of, or a decision
23                                upon, a proposal submitted by the
24                                Company for a connection as referred to
25                                in subclause (1)(d) or a construction,
26                                expansion, modification or other
27                                variation as referred to in subclause
28                                (1)(e), for the purpose of use or making
29                                available for use as referred to in
30                                subclauses (1)(a) or (1)(b), until relevant
31                                corresponding proposals under the
32                                relevant Integration Agreement have
33                                been submitted and those proposals can
34                                be approved under that Integration
35                                Agreement concurrently with the
36                                Minister's     approval      under      this
37                                Agreement of the Company's proposal.
38
39                   (3)   Any use or making available for use as referred
40                         to in subclause (1), or submission of proposals


                                                                   page 431
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                               as referred to in subclause (2), in respect of a
 2                               Related Entity shall be subject to the Company
 3                               first confirming with the Minister that the
 4                               Minister is satisfied that the relevant company
 5                               is a Related Entity.
 6
 7                         (4)   The Company shall give the Minister prior
 8                               written notice of any significant change (other
 9                               than a temporary one for maintenance or to
10                               respond to an emergency) proposed in its use,
11                               or in it making available for use, works,
12                               installations or facilities as referred to in this
13                               clause:
14
15                               (a)    from that authorised under this
16                                      Agreement immediately before the
17                                      variation date; and
18
19                               (b)    subsequently from that previously
20                                      notified to the Minister under this
21                                      subclause,
22
23                               as soon as practicable before such change
24                               occurs.
25
26                               The Company shall also keep the Minister fully
27                               informed with respect to any proposed
28                               connection as referred to in subclause (1)(f) or
29                               (1) (g) or request of the Company for such
30                               connection to be allowed.
31
32                         (5)   Nothing in this Agreement shall be construed
33                               to:
34
35                               (a)    exempt another Integration Proponent
36                                      from complying with, or the application
37                                      of, the provisions of its Integration
38                                      Agreement; or
39




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 1                         (b)    restrict the Company's rights under
 2                                clause 32.
 3
 4                         For the avoidance of doubt the approval of
 5                         proposals under this Agreement shall not be
 6                         construed as authorising another Integration
 7                         Proponent to undertake any activities under this
 8                         Agreement or under another Integration
 9                         Agreement.
10
11                   (6)   Nothing in this clause shall be construed to
12                         exempt the Company from complying with, or
13                         the application of, the other provisions of this
14                         Agreement including, without limitation, clause
15                         32 and of relevant laws from time to time of the
16                         said State.
17
18                   (7)   For the purpose of this clause "works
19                         installations or facilities" means any:
20
21                         (a)    harbour or port works installations or
22                                facilities including, without limitation,
23                                stockpiles, reclaimers, conveyors and
24                                wharves;
25
26                         (b)    railway and rail spur lines;
27
28                         (c)    track structures and systems associated
29                                with the operation and maintenance of a
30                                railway including, without limitation,
31                                sidings, train control and signalling
32                                systems, maintenance workshops and
33                                terminal yards;
34
35                         (d)    train loading and unloading works
36                                installations or facilities;
37
38                         (e)    conveyors;
39
40                         (f)    private roads;


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 1
 2                               (g)    mine      aerodrome      and      associated
 3                                      aerodrome works         installations and
 4                                      facilities;
 5
 6                               (h)    iron ore mining, crushing, screening,
 7                                      beneficiation or other processing works
 8                                      installations or facilities;
 9
10                               (i)    mine administration buildings including,
11                                      without limitation, offices, workshops
12                                      and medical facilities;
13
14                               (j)    borrow pits;
15
16                               (k)    accommodation and ancillary facilities
17                                      including,      without      limitation,
18                                      construction camps and in townsites
19                                      constructed pursuant to and held under
20                                      any Integration Agreement;
21
22                               (l)    water, sewerage, electricity, gas and
23                                      telecommunications works installations
24                                      and facilities including, without
25                                      limitation, pipelines, transmission lines
26                                      and cables; and
27
28                               (m)    any other works installations or facilities
29                                      approved of by the Minister for the
30                                      purpose of this clause.
31
32                   Transfer of rights to shared works installations or
33                   facilities
34
35                   12B. (1)    For the purposes of this clause "Relevant
36                               Infrastructure" means any works installations or
37                               facilities (as defined in clause 12A(7)):
38
39                               (a)   constructed or held        under    another
40                                     Integration Agreement;


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                                                                       s. 25



 1
 2                         (b)   which the Company is using in its
 3                               activities pursuant to this Agreement;
 4
 5                         (c)   which the Minister is satisfied (after
 6                               consulting with the Company and the
 7                               Integration Proponent for that other
 8                               Integration Agreement):
 9
10                               (i)    are no longer required by that other
11                                      Integration Proponent to carry on
12                                      its activities pursuant to its
13                                      Integration Agreement because of
14                                      the cessation of the Integration
15                                      Proponent's mining operations in
16                                      respect of which such Relevant
17                                      Infrastructure was constructed or
18                                      held or because of any other reason
19                                      acceptable to the Minister; and
20
21                               (ii)   are required by the Company to
22                                      continue to carry on its activities
23                                      pursuant to this Agreement; and
24
25                         (d)   in respect of which that other Integration
26                               Proponent has notified the Minister it
27                               consents to the Company submitting
28                               proposals as referred to in subclause (2).
29
30                   (2)   The Company may as an additional proposal
31                         pursuant to clause 9 propose:
32
33                         (a)   that it be granted a lease licence or other
34                               title over the Relevant Infrastructure
35                               pursuant to this Agreement subject to and
36                               conditional upon the other Integration
37                               Proponent surrendering wholly or in part
38                               (and upon such terms as the Minister
39                               considers reasonable including any
40                               variation     of    terms     to   address


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 1                                      environmental issues) its lease licence or
 2                                      other     title    over   the     Relevant
 3                                      Infrastructure; or
 4
 5                               (b)    that the other Integration Proponent's
 6                                      lease licence or other title (not being a
 7                                      mineral lease, mining lease or other right
 8                                      to mine title granted under a Government
 9                                      agreement, the Mining Act 1904 or the
10                                      Mining Act 1978) to the Relevant
11                                      Infrastructure be transferred to this
12                                      Agreement (to be held by the Company
13                                      pursuant to this Agreement) with such
14                                      surrender of land from it and variations of
15                                      its terms as the Minister considers
16                                      reasonable for that title to be held under
17                                      this Agreement including, without
18                                      limitation, to address environmental
19                                      issues and outstanding obligations of that
20                                      other Integration Proponent under its
21                                      Integration Agreement in respect of that
22                                      Relevant Infrastructure.
23
24                               The provisions of clause 9A shall mutatis
25                               mutandis apply to any such additional proposal.
26                               In addition the Company acknowledges that the
27                               Minister may require variations of the other
28                               Integration Agreement and/or proposals under it
29                               or of this Agreement in order to give effect to
30                               the matters contemplated by this clause.
31
32                         (3)   This clause shall cease to apply in the event the
33                               State gives any notice of default to the Company
34                               pursuant to clause 38(l) and while such notice
35                               remains unsatisfied.
36
37                   Miscellaneous Licences for Railways
38
39                   12C. (1)    In this clause subject to the context:
40



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                                                                      s. 25



 1                        "Additional Infrastructure" means:
 2
 3                        (a)    Train Loading Infrastructure;
 4
 5                        (b)    Train Unloading Infrastructure;
 6
 7                        (c)    a conveyor, train unloading and other
 8                               infrastructure necessary for the transport
 9                               of iron ore, freight goods or other
10                               products from the Railway (directly or
11                               indirectly) to port facilities within a
12                               loading port,
13
14                        in each case located outside a Port;
15
16                        "LAA" means the Land Administration Act 1997
17                        (WA);
18
19                        "Lateral Access Roads" has the meaning given
20                        in subclause (3)(a)(iv));
21
22                        "Lateral Access Road Licence" means a
23                        miscellaneous licence granted pursuant to
24                        subclause (6)(a)(ii) or subclause (6)(b) as the
25                        case may be and according to the requirements
26                        of the context describes the area of land from
27                        time to time the subject of that licence;
28
29                        "Port" means any port the subject of the Port
30                        Authorities Act 1999 (WA) or the Shipping and
31                        Pilotage Act 1967 (WA);
32
33                        "Private Roads" means Lateral Access Roads
34                        and the Company's access roads within a
35                        Railway Corridor;
36
37                        "Rail Safety Act" means the Rail Safety Act
38                        1998 (WA);
39




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 1                              "Railway" means a standard gauge heavy haul
 2                              railway or railway spur line, located or to be
 3                              located as the case may be in, or proximate to,
 4                              the Pilbara region of the said State (but outside
 5                              the boundaries of a Port) for the transport of iron
 6                              ore, freight goods and other products together
 7                              with all railway track, associated track structures
 8                              including sidings, turning loops, over or under
 9                              track structures, supports (including supports for
10                              equipment or items associated with the use of a
11                              railway) tunnels, bridges, train control systems,
12                              signalling systems, switch and other gear,
13                              communication systems, electric traction
14                              infrastructure, buildings (excluding office
15                              buildings, housing and freight centres),
16                              workshops and associated plant, machinery and
17                              equipment and including rolling stock
18                              maintenance facilities, terminal yards, depots,
19                              culverts and weigh bridges which railway is or is
20                              to be (as the case may be) the subject of
21                              approved proposals under subclause (4) and
22                              includes any expansion or extension thereof
23                              outside a Port which is the subject of additional
24                              proposals approved in accordance with
25                              subclause (5);
26
27                              "Railway Corridor" means, prior to the grant of
28                              a Special Railway Licence, the land for the route
29                              of the Railway the subject of that licence, access
30                              roads (other than Lateral Access Roads), areas
31                              from which stone, sand, clay and gravel may be
32                              taken, temporary accommodation facilities for
33                              the railway workforce, water bores and
34                              Additional Infrastructure (if any) which is the
35                              subject of a subsisting agreement pursuant to
36                              subclause (3)(a) and after the grant of the
37                              Special Railway Licence the land from time to
38                              time the subject of that Special Railway Licence;
39




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                                                                       s. 25



 1                        "Railway Operation" means the construction and
 2                        operation under this Agreement of the relevant
 3                        Railway and associated access roads and
 4                        Additional Infrastructure (if any) within the
 5                        relevant Railway Corridor and of the associated
 6                        Lateral Access Roads, in accordance with
 7                        approved proposals;
 8
 9                        "Railway spur line" means a standard gauge
10                        heavy haul railway spur line located or to be
11                        located in, or proximate to, the Pilbara region of
12                        the said State (but outside a Port) connecting to a
13                        Railway for the transport of iron ore, freight
14                        goods and other products upon the Railway to
15                        (directly or indirectly) a loading port;
16
17                        "Railway Operation Date" means the date of the
18                        first carriage of iron ore, freight goods or other
19                        products over the relevant Railway (other than
20                        for construction or commissioning purposes);
21
22                        "Railway spur line Operation Date" means the
23                        date of the first carriage of iron ore, freight
24                        goods or other products over the relevant
25                        Railway spur line (other than for construction or
26                        commissioning purposes);
27
28                        "Special Railway Licence" means the relevant
29                        miscellaneous licence for railway and, if
30                        applicable, other purposes, granted to the
31                        Company pursuant to subclause (6)(a)(i) as
32                        varied in accordance with subclause (6)(h) or
33                        subclause (6)(i) and according to the
34                        requirements of the context describes the area of
35                        land from time to time the subject of that
36                        licence;
37
38                        "Train    Loading       Infrastructure"   means
39                        conveyors, stockpile areas, blending and
40                        screening facilities, stackers, re-claimers and


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 1                              other infrastructure reasonably required for the
 2                              loading of iron ore, freight goods or other
 3                              products onto the relevant Railway for transport
 4                              (directly or indirectly) to a loading port; and
 5
 6                              "Train Unloading Infrastructure" means train
 7                              unloading infrastructure reasonably required for
 8                              the unloading of iron ore from the Railway to be
 9                              processed, or blended with other iron ore, at
10                              processing or blending facilities in the vicinity
11                              of that train unloading infrastructure and with
12                              the resulting iron ore products then loaded on to
13                              the Railway for transport (directly or indirectly)
14                              to a loading port.
15
16                         Company to obtain prior Ministerial in-principle
17                         approval
18
19                          (2) (a)   If the Company wishes, from time to time
20                                    during the continuance of this Agreement,
21                                    to proceed under this clause with a plan to
22                                    develop a Railway it shall give notice
23                                    thereof to the Minister and furnish to the
24                                    Minister with that notice an outline of its
25                                    plan.
26
27                              (b)   The Minister shall within one month of a
28                                    notice under paragraph (a) advise the
29                                    Company whether or not he approves in-
30                                    principle the proposed plan. The Minister
31                                    shall afford the Company full opportunity
32                                    to consult with him in respect of any
33                                    decision of the Minister under this
34                                    paragraph.
35
36                              (c)   The Minister's in-principle approval in
37                                    respect of a proposed plan shall lapse if
38                                    the Company has not submitted detailed
39                                    proposals to the Minister in respect of that
40                                    plan in accordance with this clause within


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                                                                        s. 25



 1                               18 months of the Minister's in-principle
 2                               approval.
 3
 4                   Railway Corridor
 5
 6                   (3)   (a)   If the Minister gives in-principle approval
 7                               to a plan of the Company to develop a
 8                               Railway it shall consult with the Minister
 9                               to seek the agreement of the Minister as
10                               to:
11
12                               (i)     where the Railway will begin and
13                                       end; and
14
15                               (ii)    a route for the Railway, access
16                                       roads to be within the Railway
17                                       Corridor and the land required for
18                                       that route as well as Additional
19                                       Infrastructure (if any) including,
20                                       without limitation, areas from
21                                       which stone, sand, clay and gravel
22                                       may      be    taken,   temporary
23                                       accommodation facilities for the
24                                       railway workforce and water bores;
25                                       and
26
27                               (iii)   in     respect     of   Additional
28                                       Infrastructure (if any) the nature
29                                       and capacity of such Additional
30                                       Infrastructure; and
31
32                               (iv)    the routes of, and the land required
33                                       for, roads outside the Railway
34                                       Corridor (and also outside a Port)
35                                       for access to it to construct the
36                                       Railway (such roads as agreed
37                                       being "Lateral Access Roads").
38
39                               In seeking such agreement, regard shall
40                               be had to achieving a balance between


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 1                                    engineering matters including costs, the
 2                                    nature and use of any lands concerned
 3                                    and interests therein and the costs of
 4                                    acquiring the land (all of which shall be
 5                                    borne by the Company). The parties
 6                                    acknowledge the intention is for the
 7                                    Company to construct the Railway, the
 8                                    access roads for the construction and
 9                                    maintenance of the Railway which are to
10                                    be within the Railway Corridor and the
11                                    relevant Additional Infrastructure (if any)
12                                    along the centreline of the Railway
13                                    Corridor subject to changes in that
14                                    alignment to the extent necessary to avoid
15                                    heritage, environmental or poor ground
16                                    conditions that are not identified during
17                                    preliminary investigation work, and
18                                    recognise the width of the Railway
19                                    Corridor may need to vary along its route
20                                    to accommodate Additional Infrastructure
21                                    (if any), access roads, areas from which
22                                    stone, sand, clay and gravel may be taken,
23                                    temporary accommodation facilities for
24                                    the railway workforce and water bores.
25                                    The provisions of clause 37 shall not
26                                    apply to this subclause.
27
28                              (b)   If the date by which the Company must
29                                    submit detailed proposals under subclause
30                                    (4)(a) (as referred to in subclause (2)(c))
31                                    is extended or varied by the Minister
32                                    pursuant to clause 35, any agreement
33                                    made pursuant to paragraph (a) before
34                                    such date is extended or varied shall
35                                    unless the Minister notifies the Company
36                                    otherwise be deemed to be at an end and
37                                    neither party shall have any claim against
38                                    the other in respect of it.
39




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                                                                       s. 25



 1                        (c)   The Company acknowledges that it shall
 2                              be responsible for liaising with every title
 3                              holder in respect of the land affected and
 4                              for obtaining in a form and substance
 5                              acceptable     to    the    Minister      all
 6                              unconditional and irrevocable consents of
 7                              each such title holder to, and all statutory
 8                              consents required in respect of the land
 9                              affected for:
10
11                              (i)     the grant of the Special Railway
12                                      Licence for the construction,
13                                      operation and maintenance within
14                                      the Railway Corridor of the
15                                      Railway, access roads and
16                                      Additional Infrastructure (if any)
17                                      to be within the Railway Corridor;
18                                      and
19
20                              (ii)    the grant of Lateral Access Road
21                                      Licences for the construction, use
22                                      and maintenance of Lateral Access
23                                      Roads over the routes for the
24                                      Lateral Access Roads agreed
25                                      pursuant to paragraph (a); and
26
27                              (iii)   the inclusion of additional land in
28                                      the Special Railway Licence as
29                                      referred to in subclause (6)(h) or
30                                      subclause (6)(i),
31
32                              in accordance with this clause. For the
33                              purposes of this subclause (3)(c), "title
34                              holder" means a management body (as
35                              defined in the LAA) in respect of any part
36                              of the affected land, a person who holds a
37                              mining, petroleum or geothermal energy
38                              right (as defined in the LAA) in respect of
39                              any part of the affected land, a person
40                              who holds a lease or licence under the


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 1                                     LAA in respect of any part of the affected
 2                                     land, a person who holds any other title
 3                                     granted under or pursuant to a
 4                                     Government agreement in respect of any
 5                                     part of the affected land, a person who
 6                                     holds a lease or licence in respect of any
 7                                     part of the affected land under any other
 8                                     Act applying in the said State and a
 9                                     person in whom any part of the affected
10                                     land is vested, immediately before the
11                                     provision of such consents to the Minister
12                                     as referred to in subclause (4)(e)(ii)
13                                     (including as applying pursuant to
14                                     subclause 5(d)).
15
16                         Company to submit proposals for Railway
17
18                         (4)   (a)   The Company shall, subject to the EP
19                                     Act, the provisions of this Agreement,
20                                     agreement at that time subsisting in
21                                     respect of the matters required to be
22                                     agreed pursuant to subclause 3(a), submit
23                                     to the Minister by the latest date applying
24                                     under subclause (2)(c) to the fullest extent
25                                     reasonably practicable its detailed
26                                     proposals (including plans where
27                                     practicable and specifications where
28                                     reasonably required by the Minister and
29                                     any other details normally required by a
30                                     local government in whose area any
31                                     works are to be situated) with respect to
32                                     the undertaking of the relevant Railway
33                                     Operation, which proposals shall include
34                                     the location, area, layout, design,
35                                     materials and time program for the
36                                     commencement and completion of
37                                     construction or the provision (as the case
38                                     may be) of each of the following matters
39                                     namely:
40



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                                                                      s. 25



 1                              (i)     the Railway including fencing (if
 2                                      any) and crossing places within the
 3                                      Railway Corridor;
 4
 5                              (ii)    Additional Infrastructure (if any)
 6                                      within the Railway Corridor;
 7
 8                              (iii)   temporary accommodation and
 9                                      ancillary temporary facilities for
10                                      the railway workforce on, or in the
11                                      vicinity of, the Railway Corridor
12                                      and housing and other appropriate
13                                      facilities elsewhere for the
14                                      Company's workforce;
15
16                              (iv)    water supply;
17
18                              (v)     energy supplies;
19
20                              (vi)    access roads within the Railway
21                                      Corridor and Lateral Access Roads
22                                      both along the routes for those
23                                      roads agreed between the Minister
24                                      and the Company pursuant to
25                                      subclause 3(a);
26
27                              (vii)   any other works, services or
28                                      facilities desired by the Company;
29                                      and
30
31                              (viii) use of local labour, professional
32                                     services, manufacturers, suppliers
33                                     contractors and materials and
34                                     measures to be taken with respect
35                                     to the engagement and training of
36                                     employees by the Company, its
37                                     agents and contractors.
38
39                        (b)   Proposals pursuant to paragraph (a) must
40                              specify the matters agreed for the purpose


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 1                                    pursuant to subclause (3)(a) and must not
 2                                    be contrary to or inconsistent with such
 3                                    agreed matters.
 4
 5                              (c)   Each of the proposals pursuant to
 6                                    paragraph (a) may with the approval of
 7                                    the Minister, or must if so required by the
 8                                    Minister, be submitted separately and in
 9                                    any order as to the matter or matters
10                                    mentioned in one or more of
11                                    subparagraphs (i) to (viii) of paragraph
12                                    (a) and until all of its proposals under this
13                                    subclause have been approved the
14                                    Company may withdraw and may
15                                    resubmit any proposal but the withdrawal
16                                    of any proposal shall not affect the
17                                    obligations of the Company to submit a
18                                    proposal under this subclause in respect
19                                    of the subject matter of the withdrawn
20                                    proposal.
21
22                              (d)   The Company shall, whenever any of the
23                                    following matters referred to in this
24                                    subclause are proposed by the Company
25                                    (whether before or during the submission
26                                    of proposals under this subclause), submit
27                                    to the Minister details of any services
28                                    (including any elements of the project
29                                    investigations, design and management)
30                                    and any works, materials, plant,
31                                    equipment and supplies that it proposes to
32                                    consider obtaining from or having carried
33                                    out or permitting to be obtained from or
34                                    carried out outside Australia, together
35                                    with its reasons therefor and shall, if
36                                    required by the Minister consult with the
37                                    Minister with respect thereto.
38




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 1                         (e)   At the time when the Company submits
 2                               the last of the said proposals pursuant to
 3                               this subclause, it shall:
 4
 5                               (i)    furnish to the Minister's reasonable
 6                                      satisfaction evidence of all
 7                                      accreditations under the Rail
 8                                      Safety Act which are required to
 9                                      be held by the Company or any
10                                      other person for the construction of
11                                      the Railway; and
12
13                               (ii)   furnish to the Minister the written
14                                      consents referred to in subclause
15                                      (3)(c)(i) and (3)(c)(ii).
16
17                         (f)   The provisions of clause 9A shall apply
18                               mutatis mutandis to detailed proposals
19                               submitted under this subclause.
20
21                   Additional Railway Proposals
22
23                   (5)   (a)   If the Company at any time during the
24                               currency of a Special Railway Licence
25                               desires to construct a Railway spur line
26                               (connecting to the Railway the subject of
27                               that Special Railway Licence) or desires
28                               to significantly modify, expand or
29                               otherwise vary its activities within the
30                               land the subject of the Special Railway
31                               Licence that are the subject of this
32                               Agreement and that may be carried on by
33                               it pursuant to this Agreement (other than
34                               by the construction of a Railway spur
35                               line) beyond those activities specified in
36                               any approved proposals for that Railway,
37                               it shall give notice of such desire to the
38                               Minister and furnish to the Minister with
39                               that notice an outline of its proposals in
40                               respect thereto (including, without


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 1                                    limitation, such matters mentioned in
 2                                    subclause (4)(a) as are relevant or as the
 3                                    Minister otherwise requires).
 4
 5                              (b)   If the notice relates to a Railway spur
 6                                    line, or to the construction of Train
 7                                    Loading      Infrastructure   or    Train
 8                                    Unloading Infrastructure on land outside
 9                                    the then Railway Corridor, the Minister
10                                    shall within one month of receipt of such
11                                    notice advise the Company whether or
12                                    not he approves in-principle the proposed
13                                    construction of such spur line, Train
14                                    Loading      Infrastructure   or    Train
15                                    Unloading Infrastructure. If the Minister
16                                    gives in-principle approval the Company
17                                    may (but not otherwise) submit detailed
18                                    proposals in respect thereof provided that
19                                    the provisions of subclause (3) shall
20                                    mutatis mutandis apply prior to
21                                    submission of detailed proposals in
22                                    respect thereof.
23
24                              (c)   Subject to the EP Act, the provisions of
25                                    this Agreement and agreement at that
26                                    time subsisting in respect of any matters
27                                    required to be agreed pursuant to
28                                    subclause (3)(a) (as referred to in
29                                    paragraph (b)), the Company shall submit
30                                    to the Minister within a reasonable
31                                    timeframe, as determined by the Minister
32                                    after receipt of the notice referred to in
33                                    paragraph (a) (or in the case of a notice
34                                    referred to in paragraph (b) the giving of
35                                    the Minister's in-principle consent as
36                                    referred to in that paragraph), detailed
37                                    proposals in respect of the proposed
38                                    construction of such Railway spur line,
39                                    Train Loading Infrastructure, Train
40                                    Unloading Infrastructure or other


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                                                                        s. 25



 1                               proposed modification, expansion or
 2                               variation of its activities including such of
 3                               the matters mentioned in subclause (4)(a)
 4                               as the Minister may require.
 5
 6                         (d)   The provisions of subclause (4) (with the
 7                               date for submission of proposals being
 8                               read as the date or time determined by the
 9                               Minister under paragraph (c) and the
10                               reference in subclause (4)(e)(ii) to
11                               subclause (3)(c)(i) being read as a
12                               reference to subclause (3)(c)(iii)) and of
13                               clause 9A shall mutatis mutandis apply to
14                               detailed proposals submitted pursuant to
15                               this subclause.
16
17                   Grant of Tenure
18
19                   (6)   (a)   On application made by the Company to
20                               the Minister in such manner as the
21                               Minister may determine, not later than 3
22                               months after all its proposals submitted
23                               pursuant to subclause (4)(a) have been
24                               approved or deemed to be approved and
25                               the Company has complied with the
26                               provisions of subclause (4)(e), the State
27                               notwithstanding the Mining Act 1978
28                               shall cause to be granted to the Company:
29
30                               (i)    a miscellaneous licence to conduct
31                                      within the Railway Corridor and in
32                                      accordance with its approved
33                                      proposals all activities (including
34                                      the taking of stone, sand, clay and
35                                      gravel, the provision of temporary
36                                      accommodation facilities for the
37                                      railway workforce and, subject to
38                                      the Rights in Water and Irrigation
39                                      Act 1914 (WA), the operation of
40                                      water bores) necessary for the


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     s. 25



 1                                           planning, design, construction,
 2                                           commissioning, operation and
 3                                           maintenance within the Railway
 4                                           Corridor of the Railway, access
 5                                           roads and Additional Infrastructure
 6                                           (if any) ("the Special Railway
 7                                           Licence") such licence to be
 8                                           granted under and subject to,
 9                                           except as otherwise provided in
10                                           this Agreement, the Mining Act
11                                           1978 in the form of the Second
12                                           Schedule hereto and subject to
13                                           such terms and conditions as the
14                                           Minister for Mines may from time
15                                           to time consider reasonable and at
16                                           a rental calculated in accordance
17                                           with the Mining Act 1978:
18
19                                           (A)   prior to the Railway
20                                                 Operation Date, as if the
21                                                 width of the Railway
22                                                 Corridor were 100 metres;
23                                                 and
24
25                                           (B)   on and from the Railway
26                                                 Operation Date, at the
27                                                 rentals from time to time
28                                                 prescribed under the Mining
29                                                 Act 1978; and
30
31                                    (ii)   a miscellaneous licence or licences
32                                           to allow the construction, use and
33                                           maintenance of Lateral Access
34                                           Roads within the routes agreed for
35                                           those Lateral Access Roads under
36                                           subclause (3)(a) (each a "Lateral
37                                           Access Road Licence"), each such
38                                           licence to be granted under and
39                                           subject to, except as otherwise
40                                           provided in this Agreement, the


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                                                                      s. 25



 1                                    Mining Act 1978 in the form of the
 2                                    Third Schedule hereto and subject
 3                                    to such terms and conditions as the
 4                                    Minister for Mines may from time
 5                                    to time consider reasonable and at
 6                                    the rentals from time to time
 7                                    prescribed under the Mining Act
 8                                    1978.
 9
10                        (b)   On application made by the Company to
11                              the Minister in such manner as the
12                              Minister may determine, not later than 3
13                              months after its proposals submitted
14                              pursuant to subclause (5)(a) for the
15                              construction of Lateral Access Roads for
16                              access to the Railway Corridor to
17                              construct a Railway spur line have been
18                              approved or deemed to be approved and
19                              the Company has complied with the
20                              provisions of subclause (4)(e) (as
21                              applying pursuant to subclause (5)(d)),
22                              the State notwithstanding the Mining Act
23                              1978 shall cause to be granted to the
24                              Company a miscellaneous licence or
25                              licences to allow the construction, use and
26                              maintenance of Lateral Access Roads
27                              within the routes agreed for those Lateral
28                              Access Roads under subclause (3)(a)) (as
29                              applying pursuant to subclause (5)(b))
30                              (each a "Lateral Access Road Licence"),
31                              each such licence to be granted under and
32                              subject to, except as otherwise provided
33                              in this Agreement, the Mining Act 1978
34                              in the form of the Fourth Schedule hereto
35                              and subject to such terms and conditions
36                              as the Minister for Mines may from time
37                              to time consider reasonable and at the
38                              rentals from time to time prescribed under
39                              the Mining Act 1978.
40



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     s. 25



 1                              (c)   Notwithstanding the Mining Act 1978,
 2                                    the term of the Special Railway Licence
 3                                    shall, subject to the sooner determination
 4                                    thereof on the cessation or sooner
 5                                    determination of this Agreement, be for a
 6                                    period of 50 years commencing on the
 7                                    date of grant thereof.
 8
 9                              (d)   Notwithstanding the Mining Act 1978,
10                                    the term of any Lateral Access Road
11                                    Licence shall, subject to the sooner
12                                    determination thereof on the cessation or
13                                    sooner determination of this Agreement,
14                                    be for a period of 4 years commencing on
15                                    the date of grant thereof.
16
17                              (e)   Notwithstanding the Mining Act 1978,
18                                    and except as required to do so by the
19                                    terms of the Special Railway Licence, the
20                                    Company shall not be entitled to
21                                    surrender the Special Railway Licence or
22                                    any Lateral Access Road Licence or any
23                                    part or parts of them without the prior
24                                    consent of the Minister.
25
26                              (f)   (i)    The Company may in accordance
27                                           with approved proposals take
28                                           stone, sand, clay and gravel from
29                                           the Railway Corridor for the
30                                           construction,    operation    and
31                                           maintenance of the Railway
32                                           constructed within or approved for
33                                           construction within the Railway
34                                           Corridor.
35
36                                    (ii)   Notwithstanding the Mining Act
37                                           1978 no royalty shall be payable
38                                           under the Mining Act in respect of
39                                           stone, sand, clay and gravel which
40                                           the Company is permitted by


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                                                                     s. 25



 1                                    subparagraph (i) to obtain from the
 2                                    land the subject of the Special
 3                                    Railway Licence.
 4
 5                        (g)   For the purposes of this Agreement and
 6                              without limiting the operation of
 7                              paragraphs (a) to (f) inclusive above, the
 8                              application of the Mining Act 1978 and
 9                              the regulations made thereunder are
10                              specifically modified;
11
12                              (i)   in section 91(1) by:
13
14                                    (A)    deleting     "the     mining
15                                           registrar or the warden, in
16                                           accordance with section 42
17                                           (as read with section 92)"
18                                           and      substituting   "the
19                                           Minister";
20
21                                    (B)    deleting "any person" and
22                                           substituting "the Company
23                                           (as defined in the agreement
24                                           ratified by and scheduled to
25                                           the Iron Ore (Yandicoogina)
26                                           Agreement Act 1996, as
27                                           from time to time added to,
28                                           varied or amended)";
29
30                                    (C)    deleting "for any one or
31                                           more of the purposes
32                                           prescribed" and substituting
33                                           "for the purpose specified in
34                                           clause 12C(6)(a)(i), clause
35                                           12C(6)(a)(ii)    or clause
36                                           12C(6)(b), of the agreement
37                                           ratified by and scheduled to
38                                           the Iron Ore (Yandicoogina)
39                                           Agreement Act 1996, as



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     s. 25



 1                                                  from time to time added to,
 2                                                  varied or amended";
 3
 4                                    (ii)    in section 91(3)(a), by deleting
 5                                            "prescribed form" and substituting
 6                                            "form required by the agreement
 7                                            ratified by and scheduled to the
 8                                            Iron      Ore      (Yandicoogina)
 9                                            Agreement Act 1996, as from time
10                                            to time added to, varied or
11                                            amended";
12
13                                    (iii)   by deleting sections 91(6), 91(9),
14                                            91(10) and 91B;
15
16                                    (iv)    in section 92, by deleting "Sections
17                                            41, 42, 44, 46, 46A, 47 and 52
18                                            apply," and inserting "Section 46A
19                                            (excluding in subsection (2)(a) "the
20                                            mining registrar, the warden or")
21                                            applies," and by deleting "in those
22                                            provisions" and inserting "in that
23                                            provision";
24
25                                    (v)     by deleting the full stop at the end
26                                            of the section 94(1) and inserting,
27                                            "except to the extent otherwise
28                                            provided in, or to the extent that
29                                            such terms and conditions are
30                                            inconsistent with, the agreement
31                                            ratified by and scheduled to the
32                                            Iron      Ore       (Yandicoogina)
33                                            Agreement Act 1996, as from time
34                                            to time added to, varied or
35                                            amended";
36
37                                    (vi)    by deleting sections 94(2), (3) and
38                                            (4);
39




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                                                                       s. 25



 1                              (vii)   in section 96(1), by inserting after
 2                                      "miscellaneous licence" the words
 3                                      "(not being a miscellaneous licence
 4                                      granted pursuant to the agreement
 5                                      ratified by and scheduled to the
 6                                      Iron      Ore       (Yandicoogina)
 7                                      Agreement Act 1996, as from time
 8                                      to time added to, varied or
 9                                      amended";
10
11                              (viii) by deleting mining regulations
12                                     37(2), 37(3), 42 and 42A; and
13
14                              (ix)    by inserting at the beginning of
15                                      mining regulations 41(c) and (f)
16                                      the words "subject to the
17                                      agreement      ratified  by   and
18                                      scheduled to the Iron Ore
19                                      (Yandicoogina) Agreement Act
20                                      1996,, as from time to time added
21                                      to, varied or amended".
22
23                        (h)   If additional proposals are approved in
24                              accordance with subclause (5) for the
25                              construction of a Railway spur line
26                              outside the then Railway Corridor, the
27                              Minister for Mines shall include the area
28                              of land within which such construction is
29                              to occur in the Special Railway Licence
30                              by endorsement. The area of such land
31                              may be included notwithstanding that the
32                              survey of the land has not been completed
33                              but subject to correction to accord with
34                              the survey when completed at the
35                              Company's expense.
36
37                        (i)   If additional proposals are approved in
38                              accordance with subclause (5) for the
39                              construction    of     Train    Loading
40                              Infrastructure or Train Unloading


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     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                     Infrastructure outside the then Railway
 2                                     Corridor, the Minister for Mines shall
 3                                     include the area of such land within
 4                                     which such infrastructure is approved for
 5                                     construction in the Special Railway
 6                                     Licence by endorsement. The area of
 7                                     such     land     may     be     included
 8                                     notwithstanding that the survey of the
 9                                     land has not been completed but subject
10                                     to correction to accord with the survey
11                                     when completed at the Company's
12                                     expense.
13
14                               (j)   The provisions of this subclause shall not
15                                     operate so as to require the State to cause
16                                     a Special Railway Licence or a Lateral
17                                     Access Road Licence to be granted or any
18                                     land included in the Special Railway
19                                     Licence as mentioned above until all
20                                     processes necessary under any laws
21                                     relating to native title to enable that grant
22                                     or inclusion of land to proceed, have been
23                                     completed.
24
25                         Construction and operation of Railway
26
27                         (7)   (a)   Subject to and in accordance with
28                                     approved proposals, the Rail Safety Act
29                                     and the grant of the relevant Special
30                                     Railway Licence and any associated
31                                     Lateral Access Road Licences the
32                                     Company shall in a proper and
33                                     workmanlike manner and in accordance
34                                     with recognised standards for railways of
35                                     a similar nature operating under similar
36                                     conditions construct the Railway and
37                                     associated Additional Infrastructure and
38                                     access roads within the Railway Corridor
39                                     and shall also construct inter alia any
40                                     necessary sidings, crossing points,


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                                                                       s. 25



 1                              bridges, signalling switches and other
 2                              works and appurtenances and provide for
 3                              crossings and (where appropriate and
 4                              required by the Minister) grade separation
 5                              or other protective devices including
 6                              flashing lights and boom gates at places
 7                              where the Railway crosses or intersects
 8                              with major roads or existing railways.
 9
10                        (b)   The Company shall while the holder of a
11                              Special Railway Licence:
12
13                              (i)     keep the Railway the subject of
14                                      that licence in an operable state;
15                                      and
16
17                              (ii)    ensure that the Railway the subject
18                                      of that licence is operated in a safe
19                                      and proper manner in compliance
20                                      with all applicable laws from time
21                                      to time; and
22
23                              (iii)   without limiting subparagraph (ii)
24                                      ensure that the obligations imposed
25                                      under the Rail Safety Act on an
26                                      owner and an operator (as those
27                                      terms are therein defined) are
28                                      complied with in connection with
29                                      the Railway the subject of that
30                                      licence.
31
32                              Nothing in this Agreement shall be
33                              construed to exempt the Company or any
34                              other person from compliance with the
35                              Rail Safety Act or limit its application to
36                              the Company's operations generally
37                              (except as otherwise may be provided in
38                              that Act or regulations made under it).
39




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     s. 25



 1                               (c)   The Company shall provide crossings for
 2                                     livestock and also for any roads, other
 3                                     railways, conveyors, pipelines and other
 4                                     utilities which exist at the date of grant of
 5                                     the relevant Special Railway Licence or
 6                                     in respect of land subsequently included
 7                                     in it at the date of such inclusion and the
 8                                     Company shall on reasonable terms and
 9                                     conditions allow such crossings for roads,
10                                     railways, conveyors, pipelines and other
11                                     utilities which may be constructed for
12                                     future needs and which may be required
13                                     to cross a Railway constructed pursuant
14                                     to this clause.
15
16                               (d)   Subject to clause 12B, the Company shall
17                                     at all times be the holder of Special
18                                     Railway Licences and Lateral Access
19                                     Road Licences granted pursuant to this
20                                     clause and (without limiting clause 26 but
21                                     subject to clause 12B) shall at all times
22                                     own manage and control the use of each
23                                     Railway the subject of a Special Railway
24                                     Licence held by the Company.
25
26                               (e)   The Company shall not be entitled to
27                                     exclusive possession of the land the
28                                     subject of a Special Railway Licence or
29                                     Lateral Access Road Licence granted
30                                     pursuant to this clause to the intent that
31                                     the State, the Minister, the Minister for
32                                     Mines and any persons authorised by any
33                                     of them from time to time shall be entitled
34                                     to enter upon the land or any part of it at
35                                     all reasonable times and on reasonable
36                                     notice with all necessary vehicles, plant
37                                     and equipment and for purposes related to
38                                     this Agreement or such other purposes as
39                                     they think fit but in doing so shall be
40                                     subject to the reasonable directions of the


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                                                                      s. 25



 1                              Company so as not to unreasonably
 2                              interfere with the Company's operations.
 3
 4                        (f)   The Company's ownership of a Railway
 5                              constructed pursuant to this clause shall
 6                              not give it an interest in the land
 7                              underlying it.
 8
 9                        (g)   The Company shall not at any time
10                              without the prior consent of the Minister
11                              dismantle, sell or otherwise dispose of
12                              any part or parts of any Railway
13                              constructed pursuant to this clause, or
14                              permit this to occur, other than for the
15                              purpose of maintenance, repair, upgrade
16                              or renewal.
17
18                        (h)   The Company shall, subject to and in
19                              accordance with approved proposals, in a
20                              proper and workmanlike manner,
21                              construct any Additional Infrastructure,
22                              access roads, Lateral Access Roads and
23                              other works approved for construction
24                              under this clause.
25
26                        (i)   The Company shall while the holder of a
27                              Special Railway Licence at all times keep
28                              and maintain in good repair and working
29                              order and condition (which obligation
30                              includes, where necessary, replacing or
31                              renewing all parts which are worn out or
32                              in need of replacement or renewal due to
33                              their age or condition) the Railway,
34                              access roads and Additional Infrastructure
35                              (if any) the subject of that licence and all
36                              such other works installations plant
37                              machinery and equipment for the time
38                              being the subject of this Agreement and
39                              used in connection with the operation use
40                              and maintenance of that Railway, access


                                                                  page 459
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     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                     roads and Additional Infrastructure (if
 2                                     any).
 3
 4                               (j)   Subject to clause 12B, the Company
 5                                     shall:
 6
 7                                     (i)     be responsible for the cost of
 8                                             construction and maintenance of
 9                                             all Private Roads constructed
10                                             pursuant to this clause; and
11
12                                     (ii)    at its own cost erect signposts and
13                                             take other steps that may be
14                                             reasonable in the circumstances to
15                                             prevent any persons and vehicles
16                                             (other than those engaged upon the
17                                             Company's activities and its
18                                             invitees and licensees) from using
19                                             the Private Roads; and
20
21                                     (iii)   at any place where any Private
22                                             Roads are constructed by the
23                                             Company so as to cross any
24                                             railways or public roads provide at
25                                             its cost such reasonable protection
26                                             and signposting as may be required
27                                             by the Commissioner of Main
28                                             Roads or the Public Transport
29                                             Authority as the case may be.
30
31                              (k)    The provisions of clauses 20(3) and (4)
32                                     shall apply mutatis mutandis to any
33                                     Railway or Railway spur line constructed
34                                     pursuant to this clause except that the
35                                     Company shall not be obliged to transport
36                                     passengers upon any such Railway or
37                                     Railway spur line.
38




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                                                                      s. 25



 1                   Aboriginal Heritage Act 1972 (WA)
 2
 3                  (8)   For the purposes of this clause the Aboriginal
 4                        Heritage Act 1972 (WA) applies as if it were
 5                        modified by:
 6
 7                        (a)   the insertion before the full stop at the
 8                              end of section 18(1) of the words:
 9
10                              "and the expression "the Company"
11                              means the persons from time to time
12                              comprising "the Company" in their
13                              capacity as such under the agreement
14                              ratified by and scheduled to the Iron Ore
15                              (Yandicoogina) Agreement Act 1996, as
16                              from time to time added to, varied or
17                              amended in relation to the use or
18                              proposed use of land pursuant to clause
19                              12C of that agreement after and in
20                              accordance with approved proposals
21                              under clause 12C of that agreement and in
22                              relation to the use of that land before any
23                              such approval of proposals where the
24                              Company has the requisite authority to
25                              enter upon and so use the land";
26
27                        (b)   the insertion in sections 18(2), 18(4),
28                              18(5) and 18(7) of the words "or the
29                              Company as the case may be" after the
30                              words "owner of any land";
31
32                        (c)   the insertion in section 18(3) of the words
33                              "or the Company as the case may be"
34                              after the words "the owner";
35
36                        (d)   the insertion of the following sentences at
37                              the end of section 18(3):
38
39                              "In relation to a notice from the Company
40                              the conditions that the Minister may


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     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                     specify can as appropriate include, among
 2                                     other conditions, a condition restricting
 3                                     the Company's use of the relevant land to
 4                                     after the approval or deemed approval as
 5                                     the     case   may     be     under    the
 6                                     abovementioned agreement of all of the
 7                                     Company's submitted initial proposals
 8                                     thereunder for the Railway Operation (as
 9                                     defined in clause 12C(1) of the
10                                     abovementioned agreement), or in the
11                                     case of additional proposals submitted or
12                                     to be submitted by the Company to after
13                                     the approval or deemed approval under
14                                     that agreement of such additional
15                                     proposals, and to the extent so approved.
16                                     "; and
17
18                               (e)   the insertion in sections 18(2) and 18(5)
19                                     of the words "or it as the case may be"
20                                     after the word "he".
21
22                               The Company acknowledges that nothing in this
23                               subclause (8) nor the granting of any consents
24                               under section 18 of the Aboriginal Heritage Act
25                               1972 (WA) will constitute or is to be construed
26                               as constituting the approval of any proposals
27                               submitted or to be submitted by the Company
28                               under this Agreement or as the grant or promise
29                               of land tenure for the purposes of this
30                               Agreement.
31
32                         Taking of land for the purposes of this clause
33
34                         (9)   (a)   The State is hereby empowered, as and
35                                     for a public work under Parts 9 and 10 of
36                                     the LAA, to take for the purposes of this
37                                     clause any land (other than any part of a
38                                     Port) which in the opinion of the
39                                     Company is necessary for the relevant
40                                     Railway Operation and which the


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                                                                      s. 25



 1                              Minister determines is appropriate to be
 2                              taken for the relevant Railway Operation
 3                              (except any land the taking of which
 4                              would be contrary to the provisions of a
 5                              Government agreement entered into
 6                              before the submission of the proposals
 7                              relating to the proposed taking) and
 8                              notwithstanding any other provisions of
 9                              that Act may license that land to the
10                              Company.
11
12                        (b)   In applying Parts 9 and 10 of the LAA for
13                              the purposes of this clause:
14
15                              (i)     "land" in that Act includes a legal
16                                      or equitable estate or interest in
17                                      land;
18
19                              (ii)    sections 170, 171, 172, 173, 174,
20                                      175 and 184 of that Act do not
21                                      apply; and
22
23                              (iii)   that Act applies as if it were
24                                      modified in section 177(2) by
25                                      inserting -
26

27                                      (A)   after     "railway"      the
28                                            following -

29                                            "or land is being taken
30                                            pursuant to a Government
31                                            agreement as defined in
32                                            section 2 of the Government
33                                            Agreements       Act   1979
34                                            (WA)"; and

35                                      (B)   after   "that    Act"    the
36                                            following -

37                                            "or that Agreement as the
38                                            case may be".

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 1
 2                               (c)   The Company shall pay to the State on
 3                                     demand the costs of or incidental to any
 4                                     land taken at the request of and on behalf
 5                                     of the Company including but not limited
 6                                     to any compensation payable to any
 7                                     holder of native title or of native title
 8                                     rights and interests in the land.
 9
10                         Notification of Railway Operation Date
11
12                        (10)   (a)   The Company shall from the date
13                                     occurring 6 months before the date for
14                                     completion of construction of a Railway
15                                     specified in its time program for the
16                                     commencement and completion of
17                                     construction of that Railway submitted
18                                     under subclause (4)(a), keep the Minister
19                                     fully informed as to:
20
21                                     (i)    the progress of that construction
22                                            and its likely completion and
23                                            commissioning; and
24
25                                     (ii)   the likely Railway Operation Date.
26
27                               (b)   The Company shall on the Railway
28                                     Operation Date notify the Minister that
29                                     the first carriage of iron ore, freight goods
30                                     or other products as the case may be over
31                                     the Railway (other than for construction
32                                     or commissioning purposes) has occurred.
33
34                               (c)   The Company shall from the date
35                                     occurring 6 months before the date for
36                                     completion of construction of a Railway
37                                     spur line specified in its time program for
38                                     the commencement and completion of
39                                     construction of that spur line submitted



     page 464
           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                           s. 25



 1                                  under subclause (5)(c) keep the Minister
 2                                  fully informed as to:
 3
 4                                  (i)    the progress of that construction
 5                                         and its likely completion and
 6                                         commissioning; and
 7
 8                                  (ii)   in respect of it, the likely Railway
 9                                         spur line Operation Date.
10
11                            (d)   The Company shall on the Railway spur
12                                  line Operation Date in respect of any
13                                  Railway spur line notify the Minister that
14                                  the first carriage of iron ore, freight goods
15                                  or other products as the case may be over
16                                  such spur line (other than for construction
17                                  or     commissioning        purposes)     has
18                                  occurred.";

19       (15) In clause 17 by deleting the full stop at the end of paragraph
20            (b), substituting "; and" and the following new paragraph:
21
22             "(c)   for the purpose of supply to:
23
24                    (i)      "the Company" or "Joint Venturers" as the case
25                             may be as defined in, and for the purpose of an
26                             Integration Agreement, for its or their purposes
27                             thereunder;
28
29                    (ii)     the holders from time to time of a Mining Act
30                             1978 mining lease located in, or proximate to,
31                             the Pilbara region of the said State which is
32                             held by a Related Entity alone or with a third
33                             party or parties (excluding any mining lease
34                             granted pursuant to, or held under, a
35                             Government agreement) for the purpose of
36                             their iron ore mining operations on that mining
37                             lease; and
38
39                    (iii)    with the prior approval of the Minister, "the
40                             Company" or "the Joint Venturers" as the case

                                                                      page 465
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                   may be as defined in, and for the purpose of,
 2                                   aGovernment agreement (excluding an
 3                                   Integration Agreement) for the mining of iron
 4                                   ore in, or proximate to, the Pilbara region of
 5                                   the said State for the purpose of its or their
 6                                   operations under that agreement,
 7
 8                           and to the extent determined by the Minister generate
 9                           transmit and supply electricity.";

10              (16) deleting clause 20(5);

11              (17) by inserting after subclause (2) of clause 21 the following
12                   new subclause:

13                     "(2a) The provisions of subclause (1) of this clause shall not
14                           operate to require the State to grant or vary, or cause to
15                           be granted or varied, any lease licence or other right or
16                           title until all processes required by laws relating to
17                           native title to enable that grant or variation to proceed,
18                           have been completed.";

19              (18)   by deleting subclause (7) of clause 23 and substituting the
20                     following new subclause:
21
22                     "(7) For the purposes of subclause (6) "alternate project"
23                     means:
24
25                           (a)     a project to establish and operate within the said
26                                   State plant for the production of metallised
27                                   agglomerates;
28
29                           (b)     a project to establish and operate within the said
30                                   State plant which processes and adds value to
31                                   minerals mined in the said State; or
32
33                           (c)     any other project within the said State which the
34                                   Minister approves as providing as equivalent
35                                   benefits to the State to a project to establish and
36                                   operate within the said State plant for the
37                                   production of metallised agglomerates,

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           Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                         s. 25



 1
 2                    to be undertaken by:
 3
 4                    (d)    the Company (excluding a project referred to in
 5                           paragraph (a)): or
 6
 7                    (e)    a related body corporate or related bodies
 8                           corporate (within the meaning of the
 9                           Corporations Act 2001 (Cwth) of the Company
10                           solely or in conjunction with the Company; or
11
12                    (f)    a joint venture in which the Company or its
13                           related body corporate has a majority
14                           participating interest; or

15                    (g)    any other third person or persons which the
16                           Company and the Minister accept as having the
17                           requisite financial and technical capacity and
18                           expertise to undertake solely, or in conjunction
19                           with the Company, the relevant project referred
20                           to in paragraph (a), (b) or (c).";

21       (19)   by inserting the following sentence at the end of clause 31:
22
23              "As a separate independent indemnity the Company will
24              indemnify and keep indemnified the State and its servants
25              agents and contractors in respect of all actions suits claims
26              demands or costs of third parties arising out of or in
27              connection with any use, making available for use or other
28              activities of the Company as referred to in clause 12A.";

29       (20)   in clause 32(3)(a) by inserting "or held pursuant to this
30              Agreement" after "under or pursuant to this Agreement";

31       (21)   in clause 33(1) by inserting "or held pursuant hereto" after
32              "under or pursuant to this Agreement";

33       (22)   in clause 38(1)(a)(i) by inserting "granted under or pursuant
34              to this Agreement or held pursuant to this Agreement" after
35              "easement or other title";


                                                                    page 467
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1              (23)   in clause 38(4) by deleting "occupied by the Company" and
 2                     substituting "the subject of any lease licence on other title
 3                     granted under or pursuant to this Agreement or held pursuant
 4                     to the Agreement";

 5              (24)   in clause 39(1)(a) by inserting "or held pursuant hereto" after
 6                     "granted hereunder or pursuant hereto";

 7              (25)   in clause 39(2) by inserting "or held pursuant hereto" after
 8                     made under or pursuant to this Agreement"; and

 9              (25)   by inserting after the Schedule the following new schedules:

10
11




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                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
            Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                                 s. 25



 1                              " SECOND SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5           IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996
 6
 7                                MINING ACT 1978
 8
 9         MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
10                           PURPOSES
11
12
13   No.    MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
16   and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from
17   time to time added to, varied or amended, the State agreed to grant to [     ]
18   (hereinafter with its successors and permitted assigns called "the Company") a
19   miscellaneous licence for the construction operation and maintenance of a
20   Railway (as defined in clause 12C(1) of the Agreement and otherwise as
21   provided in the Agreement) and, if applicable, other purposes AND WHEREAS
22   the Company pursuant to clause 12C(6)(a) of the Agreement has made
23   application for the said licence;
24
25   NOW in consideration of the rents reserved by and the provisions of the
26   Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act
27   1996, as from time to time added to, varied or amended, the Company is hereby
28   granted by this licence authority to conduct on the land the subject of this
29   licence as more particularly delineated and described from time to time in the
30   Schedule hereto all activities (including the taking of stone, sand, clay and
31   gravel, the provision of temporary accommodation facilities for the railway
32   workforce in accordance with the Agreement and, subject to the Rights in Water
33   and Irrigation Act 1914 (WA), the operation of water bores) necessary for the
34   planning, design, construction, commissioning, operation and maintenance on
35   the land the subject of this licence of the Railway and Additional Infrastructure
36   (as defined in clause 12C(1) of the Agreement) and access roads to be located
37   on the land the subject of this licence in accordance with the provisions of the
38   Agreement and proposals approved under the Agreement, for the term of 50
39   years from the date hereof (subject to the sooner determination of the term upon
40   the determination of the Agreement) and upon and subject to the terms


                                                                            page 469
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1   covenants and conditions set out in the Agreement and the Mining Act 1978 as
 2   it applies to this licence, and any amendments to the Agreement and the Mining
 3   Act 1978 from time to time and to the terms and conditions (if any) now or
 4   hereafter endorsed hereon and the payment of rentals in respect of this licence
 5   in accordance with clause 12C(6)(a)(i) of the Agreement PROVIDED
 6   ALWAYS that this licence shall not be determined or forfeited otherwise than
 7   in accordance with the Agreement.
 8
 9   In this licence:
10
11   -          If the Company be more than one the liability of the Company
12              hereunder shall be joint and several.
13
14   -          Reference to an Act includes all amendments to that Act for the time
15              being in force and also any Act passed in substitution therefore or in
16              lieu thereof and to the regulations and by-laws of the time being in
17              force thereunder.
18
19   -          Reference to "the Agreement" means such agreement as from time to
20              time added to, varied or amended.
21
22   -          The terms "approved proposals", "Railway", "Railway Operation
23              Date", and "Railway spur line" have the meanings given in the
24              Agreement.
25


26                      ENDORSEMENTS AND CONDITIONS
27
28   Endorsements
29
30   1.         This licence is granted in accordance with proposals submitted on
31              [ ], and approved by the Minister (as defined in the Agreement) on
32              [ ], under the Agreement.
33
34   2.         The Company is permitted to, in accordance with approved proposals,
35              take stone, sand, clay and gravel from the land the subject of this
36              licence for the construction, operation and maintenance of the Railway
37              (including any Railway spur line) constructed within or approved for
38              construction within the area of land the subject of this licence.
39



     page 470
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                               s. 25



 1   3.      Notwithstanding the Mining Act 1978, no royalty shall be payable
 2           under the Mining Act 1978 in respect of stone, sand, clay and gravel
 3           which the Company is permitted by the Agreement to obtain from the
 4           land the subject of this licence.
 5
 6   4.      [Any further endorsement which the Minister for Mines may,
 7           consistent with the provisions of the Agreement, determines and
 8           thereafter impose in respect of this licence including during the term
 9           of the Agreement.]
10
11   Conditions
12
13   1.      (a)      Except as provided in paragraph (b), the Company shall
14                    within 2 years after the Railway Operation Date surrender in
15                    accordance with the provisions of the Mining Act 1978 the
16                    area of this licence down to a maximum of 100 metres width
17                    or as otherwise approved by the Minister (as defined in the
18                    Agreement) for the safe operation of the Railway then
19                    constructed or approved for construction under approved
20                    proposals.
21
22           (b)      Paragraph (a) shall not apply to land the subject of this
23                    licence that was included in this licence pursuant to clause
24                    12C(6)(h) or clause 12C(6)(i) of the Agreement.
25
26   2.       The Company shall as soon as possible after the construction of a
27            Railway spur line or of an expansion or extension thereof as the case
28            may be surrender in accordance with the Mining Act 1978 the land
29            the subject of this licence that was included in this licence pursuant
30            to clause 12C(6)(h) of the Agreement for the purpose of such
31            construction down to a maximum of 100 metres in width or as
32            otherwise approved by the Minister (as defined in the Agreement) for
33            the safe operation of that Railway spur line or expansion or extension
34            thereof as the case may be then constructed or approved for
35            construction under approved proposals.
36
37   3.      [Any further conditions which the Minister for Mines may, consistent
38           with the provisions of the Agreement, determines and thereafter
39           impose in respect of this licence including during the term of the
40           Agreement.]


                                                                          page 471
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1
 2                                SCHEDULE
 3
 4                               Land description
 5
 6   Locality:
 7   Mineral Field
 8   Area:
 9
10   DATED at Perth this                    day of                       .
11
12   MINISTER FOR MINES
13
14




     page 472
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
            Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                                s. 25



 1                               THIRD SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5           IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996
 6
 7                                MINING ACT 1978
 8
 9      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.   MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
15   and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from
16   time to time added to, varied or amended, the State agreed to grant to [     ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 12C(6)(a)(ii) of the Agreement has made application for the
21   said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act
25   1996, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in accordance
28   with the provisions of the Agreement and proposals approved under the
29   Agreement for a term of 4 years commencing on the date hereof (subject to the
30   sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
33   this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 12C(6)(a)(ii) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




                                                                           page 473
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1   In this licence:
 2
 3   -          If the Company be more than one the liability of the Company
 4              hereunder shall be joint and several.
 5
 6   -          Reference to an Act includes all amendments to that Act for the time
 7              being in force and also any Act passed in substitution therefore or in
 8              lieu thereof and to the regulations and by-laws of the time being in
 9              force thereunder.
10
11   -          Reference to "the Agreement" means such agreement as from time to
12              time added to, varied or amended.
13


14                      ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.         This licence is granted in accordance with proposals submitted on
19              [ ], and approved by the Minister (as defined in the Agreement) on
20              [ ], under the Agreement.
21
22   2.         [Any further endorsement which the Minister for Mines may,
23              consistent with the provisions of the Agreement, determines and
24              thereafter impose in respect of this licence including during the term
25              of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




     page 474
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
            Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                          s. 25



 1                                 SCHEDULE
 2
 3                              Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                    day of                    .
10
11   MINISTER FOR MINES
12
13
14
15




                                                                    page 475
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                              FOURTH SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5            IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996
 6
 7                                MINING ACT 1978
 8
 9      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.     MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
15   and scheduled tithe Iron Ore (Yandicoogina) Agreement Act 1996, as from time
16   to time added to, varied or amended, the State agreed to grant to [           ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 12C(6)(b) of the Agreement has made application for the said
21   licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act
25   1996, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in accordance
28   with the provisions of the Agreement and proposals approved under the
29   Agreement for a term of 4 years commencing on the date hereof (subject to the
30   sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
33   this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 12C(6)(b) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




     page 476
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
             Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                                s. 25



 1   In this licence:
 2
 3   -         If the Company be more than one the liability of the Company
 4             hereunder shall be joint and several.
 5
 6   -         Reference to an Act includes all amendments to that Act for the time
 7             being in force and also any Act passed in substitution therefore or in
 8             lieu thereof and to the regulations and by-laws of the time being in
 9             force thereunder.
10
11   -         Reference to "the Agreement" means such agreement as from time to
12             time added to, varied or amended.
13


14                      ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.        This licence is granted in accordance with proposals submitted on
19             [ ], and approved by the Minister (as defined in the Agreement) on
20             [ ], under the Agreement.
21
22   2.        [Any further endorsement which the Minister for Mines may,
23             consistent with the provisions of the Agreement, determines and
24             thereafter impose in respect of this licence including during the term
25             of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




                                                                           page 477
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 6         Iron Ore (Yandicoogina) Agreement Act 1996 amended

     s. 25



 1                                     SCHEDULE
 2
 3                                  Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                         day of                        .
10


11   MINISTER FOR MINES               ."
12
13
14
15   5.      Hamersley confirms that its guarantee in favour of the State as contained
16           in clause 43 of the Principal Agreement shall continue notwithstanding
17           the abovementioned variations to the Principal Agreement.
18
19
20
21




     page 478
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
            Iron Ore (Yandicoogina) Agreement Act 1996 amended         Part 6

                                                                           s. 25



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                         )
 4   COLIN JAMES BARNETT                              )   [Signature]
 5   in the presence of:                              )
 6
             [Signature]
          STEPHEN WOOD
 7
 8
 9
     THE COMMON SEAL of HAMERSLEY                     )
     IRON-YANDI PTY. LIMITED ACN 009                  )
     181 793 was hereunto affixed by authority        )   [C.S.]
     of the Directors in the presence of:             )
10
11
     [Signature]                                 ALAN DAVIES
     Director
12
     [Signature]                                 HELEN FERNIHOUGH
     Secretary
13
14
15
     THE COMMON SEAL of                               )
     HAMERSLEY IRON PTY. LIMITED                      )
     ACN 004 558 276 was hereunto affixed by          )   [C.S.]
     authority of the Directors in the presence of:   )
16
17
     [Signature]                                 ALAN DAVIES
     Director
18
     [Signature]                                 HELEN FERNIHOUGH
     Secretary
19




                                                                        page 479
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 26



 1           Part 7 -- Iron Ore (Mount Newman) Agreement
 2                         Act 1964 amended
 3   26.         Act amended
 4               This Part amends the Iron Ore (Mount Newman) Agreement
 5               Act 1964.

 6   27.         Section 2 amended
 7         (1)   In section 2 insert in alphabetical order:
 8

 9                     the Sixth Variation Agreement means the agreement a
10                     copy of which is set out in the Seventh Schedule;
11

12         (2)   In section 2 in the definition of the Agreement delete
13               "Agreement and the Second Variation Agreement;" and insert:
14

15                     Agreement, the Second Variation Agreement, the Third
16                     Variation Agreement, the Fourth Variation Agreement,
17                     the Fifth Variation Agreement, the Iron Ore
18                     Agreements Legislation Amendment Act 2010 Part 8
19                     and the Sixth Variation Agreement;
20


21   28.         Sections 4B and 4C inserted
22               After section 4A insert:
23


24           4B.       Sixth Variation Agreement
25               (1)   The Sixth Variation Agreement is ratified.
26               (2)   The implementation of the Sixth Variation Agreement
27                     is authorised.
28               (3)   Without limiting or otherwise affecting the application
29                     of the Government Agreements Act 1979, the Sixth

     page 480
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                          s. 29



1                  Variation Agreement is to operate and take effect
2                  despite any other Act or law.

3         4C.       State empowered under clause 9E(9)(a)
4                  The State has power in accordance with
5                  clause 9E(9)(a) of the Agreement.
6


7   29.       Seventh Schedule inserted
8             After the Sixth Schedule insert:




                                                                       page 481
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1            Seventh Schedule -- Sixth Variation Agreement
2                                                                        [s. 2]
3                                     2010
4
5
6
7               THE HONOURABLE COLIN JAMES BARNETT
8            PREMIER OF THE STATE OF WESTERN AUSTRALIA
9
10                                    AND
11
12                  BHP BILLITON MINERALS PTY. LTD.
13                           ACN 008 694 782
14
15                    MITSUI-ITOCHU IRON PTY. LTD.
16                            ACN 008 702 761
17
18       ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
19                        ACN 009 256 259
20
21
22
23
24
25              IRON ORE (MOUNT NEWMAN) AGREEMENT 1964
26
27                  RATIFIED VARIATION AGREEMENT
28
29
30
31
32                             [Solicitor's details]
33
34
35
36
37
38
39


     page 482
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                               s. 29



1    THIS AGREEMENT is made this 17th day of November 2010
2
3
4    BETWEEN
5
6
7    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
8    State of Western Australia acting for and on behalf of the said State and
9    instrumentalities thereof from time to time (State)
10
11   AND
12
13   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
14   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI-
15   ITOCHU IRON PTY. LTD. ACN 008 702 761 of Level 16, Exchange Plaza,
16   2 The Esplanade, Perth, Western Australia and ITOCHU MINERALS &
17   ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259 of Level 22, 221
18   St Georges Terrace, Perth, Western Australia (Joint Venturers).
19
20
21   RECITALS
22
23   A.    The State and the Joint Venturers are now the parties to the agreement
24         dated 26 August 1964 approved by and scheduled to the Iron Ore (Mount
25         Newman) Agreement Act 1964 and as subsequently added to, varied or
26         amended is referred to in this Agreement as the "Principal Agreement".
27
28   B.    The State and the Joint Venturers wish to vary the Principal Agreement.
29
30
31   THE PARTIES AGREE AS FOLLOWS:
32
33   1.    Subject to the context, the words and expressions used in this Agreement
34         have the same meanings respectively as they have in and for the purpose
35         of the Principal Agreement.

36   2.    The State shall sponsor a Bill in the Parliament of Western Australia to
37         ratify this Agreement and shall endeavour to secure its passage as an Act
38         prior to 31 December 2010 or such later date as the parties may agree.


                                                                          page 483
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1    3.            (a) Clause 4 does not come into operation unless or until an Act
2                  passed in accordance with clause 2 ratifies this Agreement.

3            (b)    If by 30 June 2011, or such later date as may be agreed pursuant
4                   to clause 2, clause 4 has not come into operation then unless the
5                   parties hereto otherwise agree this Agreement shall cease and
6                   determine and neither party shall have any claim against the other
7                   party with respect to any matter or thing arising out or done or
8                   performed or omitted to be done or performed under this
9                   Agreement.

10   4.      The Principal Agreement is varied as follows:

11           (1)   in clause 1:

12                 (a)   by deleting the existing definitions of "beneficiated ore",
13                       "deemed f.o.b. value", "fine ore" and "lump ore";

14                 (b)   by inserting in the appropriate alphabetical positions the
15                       following new definitions:
16
17                       "approved proposal" means a proposal approved or
18                       determined under this Agreement;

19                       "beneficiated ore" means iron ore that has been concentrated
20                       or upgraded (otherwise than solely by crushing, screening,
21                       separating by hydrocycloning or a similar technology which
22                       uses primarily size as a criterion, washing, scrubbing,
23                       trommelling or drying or by a combination of 2 or more of
24                       those processes) by the Company in a plant constructed
25                       pursuant to a proposal approved pursuant to an Integration
26                       Agreement or in such other plant as is approved by the
27                       Minister after consultation with the Minister for Mines and
28                       "beneficiation" and "beneficiate" have corresponding
29                       meanings;
30
31                       "deemed f.o.b. value" means an agreed or determined value
32                       of the iron ore as if the iron ore was sold f.o.b. at the
33                       deemed f.o.b. point as at:
34



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1                (a)   in the case of iron ore the property of the Company
2                      which is shipped out of the said State, the date of
3                      shipment; and
4
5                (b)   in any other case, the date of sale, transfer of
6                      ownership, disposal or use as the case may be;

7                "fine ore" means iron ore (not being beneficiated ore) which
8                is screened and will pass through a 6.3 millimetre mesh
9                screen;
10
11               "Government agreement" has the meaning given in the
12               Government Agreements Act 1979 (WA);
13
14               "Integration Agreement" means:
15
16               (a)   the agreement approved by and scheduled to the Iron
17                     Ore (Hamersley Range) Agreement Act 1963, as from
18                     time to time added to, varied or amended; or
19
20               (b)   the agreement approved by and scheduled to the Iron
21                     Ore (Robe River) Agreement Act 1964, as from time
22                     to time added to, varied or amended; or
23
24               (c)   the agreement approved by and scheduled to the Iron
25                     Ore (Hamersley Range) Agreement Act Amendment
26                     Act 1968, as from time to time added to, varied or
27                     amended; or
28
29               (d)   the agreement ratified by and scheduled to the Iron
30                     Ore (Mount Bruce) Agreement Act 1972, as from time
31                     to time added to, varied or amended; or
32
33               (e)   the agreement ratified by and scheduled to the Iron
34                     Ore (Hope Downs) Agreement Act 1992, as from time
35                     to time added to, varied or amended; or
36
37               (f)   the agreement ratified by and scheduled to the Iron
38                     Ore (Yandicoogina) Agreement Act 1996, as from
39                     time to time added to, varied or amended; or

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1
2                    (g)   the agreement approved by and scheduled to the Iron
3                          Ore (Mount Newman) Agreement Act 1964, as from
4                          time to time added to, varied or amended; or
5
6                    (h)   the agreement approved by and scheduled to the Iron
7                          Ore (Mount Goldsworthy) Agreement Act 1964, as
8                          from time to time added to, varied or amended; or
9
10                   (i)   the agreement ratified by and scheduled to the Iron
11                         Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
12                         as from time to time added to, varied or amended; or
13
14                   (j)   the agreement authorised by and as scheduled to the
15                         Iron Ore (McCamey's Monster) Agreement
16                         Authorisation Act 1972, as from time to time added
17                         to, varied or amended; or
18
19                   (k)   the agreement ratified by and scheduled to the Iron
20                         Ore (Marillana Creek) Agreement Act 1991, as from
21                         time to time added to, varied or amended;
22
23                   "Integration Proponent" means in relation to an Integration
24                   Agreement, "the Company" or "the Joint Venturers" as the
25                   case may be as defined in, and for the purpose of, that
26                   Integration Agreement;
27
28                   "laws relating to native title" means laws applicable from
29                   time to time in the said State in respect of native title and
30                   includes the Native Title Act 1993 (Commonwealth);
31
32                   "loading port" means:
33
34                   (a)   the Port of Dampier; or
35
36                   (b)   Port Walcott; or
37
38                   (c)   the Port of Port Hedland; or
39




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1                (d)   any other port constructed after the variation date
2                      under an Integration Agreement; or
3
4                (e)   such other port approved by the Minister at the
5                      request of the Company from time to time for the
6                      shipment of iron ore from the mineral lease;
7
8                "lump ore" means iron ore (not being beneficiated ore)
9                which is screened and will not pass through a 6.3 millimetre
10               mesh screen;

11               "McCamey's Mineral Lease" has the same meaning as that
12               given to the expression "mineral lease" in the McCamey's
13               Monster Agreement;

14               "McCamey's Monster Agreement" means the agreement
15               authorised by and as scheduled to the Iron Ore (McCamey's
16               Monster) Agreement Authorisation Act 1972 as
17               subsequently from time to time added to, varied or
18               amended;

19               "Mining Act 1978" means the Mining Act 1978 (WA);

20               "Minister for Mines" means the Minister in the Government
21               of the said State for the time being responsible (under
22               whatsoever title) for the administration of the Mining Act
23               and the Mining Act 1978;

24               "Related Entity" means a company in which:
25
26               (a)   as at 21 June 2010; and
27
28               (b)   after 21 June 2010, with the approval of the Minister,
29
30               a direct or (through a subsidiary or subsidiaries within the
31               meaning of the Corporations Act 2001 (Commonwealth))
32               indirect shareholding of 20% or more is held by:
33
34               (c)   Rio Tinto Limited ABN 96 004 458 404; or
35



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1                     (d)   BHP Billiton Limited ABN 49 004 028 077; or
2
3                     (e)   those companies referred to in paragraphs (c) and (d)
4                           in aggregate;
5
6                     "variation date" means the date on which clause 4 of the
7                     variation agreement made on or about 17 November 2010
8                     between the State and the Company comes into operation;
9
10              (c)   in the definition of "agreed or determined" by:
11
12                    (a)   inserting "(following, if requested by the Company,
13                          consultation with the Company and its consultants in
14                          regard thereto)" after "determined by the Minister";
15
16                    (b)   deleting "assessed at" and substituting "assessed on";
17                          and
18
19                    (c)   deleting all the words after "shall have regard to" and
20                          substituting:
21
22                          "(i)   in the case of iron ore initially sold at cost
23                                 pursuant to paragraph (B) of the proviso to
24                                 clause 9(2)(e), the prices for that type of iron
25                                 ore prevailing at the time the price for such
26                                 iron ore was agreed between the arm's length
27                                 purchaser referred to in paragraph (B)(iii) of
28                                 that proviso and the seller in relation to the
29                                 type of sale and the relevant international
30                                 seaborne iron ore market into which such iron
31                                 ore was sold and where prices beyond the
32                                 deemed f.o.b. point are being considered the
33                                 deductions mentioned in the definition of f.o.b.
34                                 value; and
35
36                          (ii)   in any other case, the prices for that type of
37                                 iron ore prevailing at the time the price for
38                                 such iron ore was agreed between the
39                                 Company and the purchaser in relation to the
40                                 type of sale and the market into which such

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1                               iron ore was sold and where prices beyond the
2                               deemed f.o.b. point are being considered the
3                               deductions mentioned in the definition of f.o.b.
4                               value;"
5
6          (d)   in the definition of "Company's wharf" by inserting "and in
7                clauses 9(2)(e) and (f) also any additional wharf constructed
8                by the Company pursuant to this Agreement" before the
9                semi colon;
10
11         (e)   in the definition of "deemed f.o.b. point" by deleting
12               "Company's wharf" and substituting "relevant loading port";
13
14         (f)   in the definition of "f.o.b. value" by:
15
16               (i)     in paragraph (i):
17
18                       (A)   inserting "subject to paragraph (ii)," before "in
19                             the case of";
20
21                       (B)   deleting "assessed          at"   and   substituting
22                             "assessed on"; and
23
24                       (C)   deleting the 2 references to "Company's wharf
25                             or other wharf approved by the Minister under
26                             clause 9(2)(e) as the case may be" and
27                             substituting "relevant loading port";
28
29               (ii)    renumbering paragraph (ii) as paragraph (iii); and
30
31               (iii)   inserting after paragraph (i) the following new
32                       paragraph:
33
34                       "(ii) in the case of iron ore initially sold at cost
35                             pursuant to paragraph (B) of the proviso to
36                             clause 9(2)(e), the price which is payable for
37                             the iron ore by the arm's length purchaser as
38                             referred to in paragraph (B)(iii) of that proviso
39                             or, where the Minister considers, following
40                             advice from the appropriate Government

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1                                 department, that the price payable in respect of
2                                 the iron ore does not represent a fair and
3                                 reasonable market value for that type of iron
4                                 ore assessed on an arm's length basis in the
5                                 relevant international seaborne iron ore market,
6                                 such amount as is agreed or determined as
7                                 representing such a fair and reasonable market
8                                 value, less all duties, taxes, costs and charges
9                                 referred to in paragraph (i) above;";
10
11              (g)   in the definition of "iron ore" by inserting ", without
12                    limitation," after "includes";
13
14              (h)   in the definition of "mineral lease" by deleting "Clause 9A"
15                    and substituting "clauses 9A or 9B";
16
17              (i)   in the definition of "secondary processing" by deleting
18                    "concentration or other beneficiation of iron ore other than
19                    by crushing or screening" and substituting "beneficiation of
20                    iron ore";
21
22              (j)   in the sentence beginning "marginal notes" by inserting "and
23                    clause headings after "marginal notes"; and
24
25              (k)   by inserting at the end of clause 1 the following new
26                    paragraphs:
27
28                    "Words in the singular shall include the plural and words in
29                    the plural shall include the singular according to the
30                    requirements of the context.
31
32                    Nothing in this Agreement shall be construed:
33
34                    (a)   to exempt the Company from compliance with any
35                          requirement in connection with the protection of the
36                          environment arising out of or incidental to its
37                          activities under this Agreement that may be made by
38                          or under the EP Act; or
39




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1                (b)    to exempt the State or the Company from compliance
2                       with or to require the State or the Company to do
3                       anything contrary to any laws relating to native title
4                       or any lawful obligation or requirement imposed on
5                       the State or the Company as the case may be pursuant
6                       to any laws relating to native title; or
7
8                (c)    to exempt the Company from compliance with the
9                       provisions of the Aboriginal Heritage Act 1972
10                      (WA).";
11
12   (2)   in clause 6A:
13
14         (a)   by inserting in its heading "for townsites" after "Additional
15               Proposals"; and
16
17         (b)   by deleting subclauses (2) and (3) and substituting the
18               following new subclause:
19
20               "(2) The provisions of clauses 7A(2) to (5) and 7B shall
21                    apply mutatis mutandis to proposals submitted
22                    pursuant to subclause (1).";
23
24   (3)   by inserting after clause 7 the following new clauses:
25
26         "Additional Proposals
27
28         7A.   (1)    If the Company, at any time during the continuance of
29                      this Agreement after the variation date, desires to
30                      significantly modify, expand or otherwise vary its
31                      activities carried on pursuant to this Agreement (other
32                      than under clauses 6A, 9A or 9E) beyond those
33                      activities specified in any proposals approved
34                      pursuant to clause 6 it shall give notice of such desire
35                      to the Minister and within 2 months thereafter shall
36                      submit to the Minister detailed proposals in respect of
37                      all matters covered by such notice and such of the
38                      other matters mentioned in clause 5(2)(a) as the
39                      Minister may require.
40


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1                     (2)   A proposal may with the consent of the Minister
2                           (except in relation to an Integration Agreement) and
3                           that of any parties concerned (being in respect of an
4                           Integration Agreement the Integration Proponent for
5                           that agreement) provide for the use by the Company
6                           of any works installations or facilities constructed or
7                           established under a Government agreement.
8
9                     (3)   Each of the proposals pursuant to subclause (1) may
10                          with the approval of the Minister, or shall if so
11                          required by the Minister, be submitted separately and
12                          in any order as to any matter or matters in respect of
13                          which such proposals are required to be submitted.
14
15                    (4)   At the time when the Company submits the said
16                          proposals it shall submit to the Minister details of any
17                          services (including any elements of the project
18                          investigations, design and management) and any
19                          works materials, plant, equipment and supplies that it
20                          proposes to consider obtaining from or having carried
21                          out or permitting to be obtained from or carried out
22                          outside Australia together with its reasons therefor
23                          and shall, if required by the Minister, consult with the
24                          Minister with respect thereto.
25
26                    (5)   The Company may withdraw its proposals pursuant to
27                          subclause (1) at any time before approval thereof, or
28                          where any decision in respect thereof is referred to
29                          arbitration as referred to in clause 7B, within 3
30                          months after the award by notice to the Minister that
31                          it shall not be proceeding with the same.
32
33              Consideration of Company's proposals under clause 7A
34
35              7B.   (1)   In respect of each proposal pursuant to subclause (1)
36                          of clause 7A the Minister shall:
37
38                          (a)   subject to the limitations set out below, refuse
39                                to approve the proposal (whether it requests the
40                                grant of tenure or not) if the Minister is

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1                            satisfied on reasonable grounds that it is not in
2                            the public interest for the proposal to be
3                            approved; or
4
5                      (b)   approve of the proposal without qualification or
6                            reservation; or
7
8                      (c)   defer consideration of or decision upon the
9                            same until such time as the Company submits a
10                           further proposal or proposals in respect of some
11                           other of the matters mentioned in clause 7A(1)
12                           not covered by the said proposal; or
13
14                     (d)   require as a condition precedent to the giving of
15                           his approval to the said proposal that the
16                           Company make such alteration thereto or
17                           comply with such conditions in respect thereto
18                           as he thinks reasonable, and in such a case the
19                           Minister shall disclose his reasons for such
20                           conditions,
21
22                     PROVIDED ALWAYS that where implementation of
23                     any proposals hereunder has been approved pursuant
24                     to the EP Act subject to conditions or procedures, any
25                     approval or decision of the Minister under this clause
26                     shall if the case so requires incorporate a requirement
27                     that the Company make such alterations to the
28                     proposals as may be necessary to make them accord
29                     with those conditions or procedures.
30
31                     In considering whether to refuse to approve a
32                     proposal the Minister is to assess whether or not the
33                     implementation of the proposal by itself, or together
34                     with any one or more of the other submitted
35                     proposals, will:
36
37                     (i)   detrimentally affect economic and orderly
38                           development in the said State, including
39                           without limitation, infrastructure development
40                           in the said State; or

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1
2                          (ii)    be contrary to or inconsistent with the planning
3                                  and development policies and objectives of the
4                                  State; or
5
6                          (iii)   detrimentally affect the rights and interests of
7                                  third parties; or
8
9                          (iv)    detrimentally affect access to and use by others
10                                 of the lands the subject of any grant or
11                                 proposed grant to the Company.
12
13                         The right to refuse to approve a proposal conferred
14                         by paragraph (a) may only be exercised in respect of
15                         a proposal where the Minister is satisfied on
16                         reasonable grounds that a purpose of the proposal is
17                         the integrated use of works installations or facilities
18                         (as defined in subclause (7) of clause 9C for the
19                         purpose of that clause) as contemplated by clause
20                         9C. It may not be so exercised in respect of a
21                         proposal if pursuant to clause 7C(5) the Minister,
22                         prior to the submission of the proposal, advised the
23                         Company in writing that the Minister has no public
24                         interest concerns (as defined in that clause) with the
25                         single preferred development (as referred to in
26                         clause 7C(5)(a)) the subject of the submitted
27                         proposals and those proposals are consistent (as to
28                         their substantive scope and content) with the
29                         information provided to the Minister pursuant to
30                         clause 7C(5) in respect of that single preferred
31                         development.
32
33                   (2)   The Minister shall within 2 months after receipt of
34                         proposals pursuant to clause 7A(1) give notice to the
35                         Company of his decision in respect to the proposals,
36                         PROVIDED THAT where a proposal is to be
37                         assessed under Part IV of the EP Act the Minister
38                         shall only give notice to the Company of his decision
39                         in respect to the proposal within 2 months after


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1                      service on him of an authority under section 45(7) of
2                      the EP Act.
3
4                (3)   If the decision of the Minister is as mentioned in
5                      either of paragraphs (a), (c) or (d) of subclause (1) the
6                      Minister shall afford the Company full opportunity to
7                      consult with him and should it so desire to submit
8                      new or revised proposals either generally or in respect
9                      to some particular matter.
10
11               (4)   If the decision of the Minister is as mentioned in
12                     either of paragraphs (c) or (d) of subclause (1) and the
13                     Company considers that the decision is unreasonable
14                     the Company within 2 months after receipt of the
15                     notice mentioned in subclause (2) may elect to refer
16                     to arbitration in the manner hereinafter provided the
17                     question of the reasonableness of the decision
18                     PROVIDED THAT any requirement of the Minister
19                     pursuant to the proviso to subclause (1) shall not be
20                     referable to arbitration hereunder. A decision of the
21                     Minister under paragraph (a) of subclause (1) shall
22                     not be referable to arbitration under this Agreement.
23
24               (5)   If by the award made on the arbitration pursuant to
25                     subclause (4) the dispute is decided in favour of the
26                     Company the decision shall take effect as a notice by
27                     the Minister that he is so satisfied with and approves
28                     the matter or matters the subject of the arbitration.
29
30               (6)   The Company shall implement the approved
31                     proposals in accordance with the terms thereof.
32
33               (7)   Notwithstanding clause 20, the Minister may during
34                     the implementation of approved proposals approve
35                     variations to those proposals
36
37               Notification of possible proposals
38
39               7C.   (1)   If the Company, upon completion of a pre-
40                           feasibility study in respect of any matter that

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1                                would require the submission and approval of
2                                proposals pursuant to this Agreement (being
3                                proposals which will have as their purpose, or
4                                one of their purposes, the integrated use of
5                                works installations or facilities as contemplated
6                                by clause 9C) for the matter to be undertaken,
7                                intends to further consider the matter with a
8                                view to possibly submitting such proposals it
9                                shall promptly notify the Minister in writing
10                               giving reasonable particulars of the relevant
11                               matter.
12
13                         (2)   Within one (1) month after receiving the
14                               notification the Minister may, if the Minister so
15                               wishes, inform the Company of the Minister's
16                               views of the matter at that stage.
17
18                         (3)   If the Company is informed of the Minister's
19                               views, it shall take them into account in
20                               deciding whether or not to proceed with its
21                               consideration of the matter and the submission
22                               of proposals.
23
24                         (4)   Neither the Minister's response nor the Minister
25                               choosing not to respond shall in any way limit,
26                               prejudice or otherwise affect the exercise by
27                               the Minister of the Minister's powers, or the
28                               performance of the Minister's obligations,
29                               under this Agreement or otherwise under the
30                               laws from time to time of the said State.
31
32                         (5)   (a)   This subclause applies where the
33                                     Company has settled upon a single
34                                     preferred development a purpose of
35                                     which is the integrated use of works
36                                     installations or facilities (as defined in
37                                     subclause (7) of clause 9C for the
38                                     purpose of that clause) as contemplated
39                                     by clause 9C.
40


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1                            (b)   For the purpose of this subclause
2                                  "public interest concerns" means any
3                                  concern that implementation of the
4                                  single preferred development or any
5                                  part of it will:
6
7                                  (i)     detrimentally affect economic and
8                                          orderly development in the said
9                                          State, including without limitation,
10                                         infrastructure development in the
11                                         said State; or
12
13                                 (ii)    be contrary to or inconsistent with
14                                         the planning and development
15                                         policies and objectives of the
16                                         State; or
17
18                                 (iii)   detrimentally affect the rights and
19                                         interests of third parties; or
20
21                                 (iv)    detrimentally affect access to and
22                                         use by others of lands the subject
23                                         of any grant or proposed grant to
24                                         the Company.
25
26                           (c)   At any time prior to submission of
27                                 proposals the Company may give to the
28                                 Minister notice of its single preferred
29                                 development and request the Minister
30                                 to confirm that the Minister has no
31                                 public interest concerns with that single
32                                 preferred development.
33
34                           (d)   The Company        shall furnish to the
35                                 Minister with     its notice reasonable
36                                 particulars of     the single preferred
37                                 development         including,   without
38                                 limitation:
39




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1                                     (i)     as to the matters that would be
2                                             required to be addressed in
3                                             submitted proposals; and
4
5                                     (ii)    its progress in undertaking any
6                                             feasibility or other studies or
7                                             matters to be completed before
8                                             submission of proposals; and
9
10                                    (iii)   its timetable for obtaining required
11                                            statutory and other approvals in
12                                            relation to the submission and
13                                            approval of proposals; and
14
15                                    (iv)    its tenure requirements.
16
17                              (e)   If so required by the Minister, the
18                                    Company will provide to the Minister
19                                    such further information regarding the
20                                    single preferred development as the
21                                    Minister may require from time to time
22                                    for the purpose of considering the
23                                    Company's request and also consult
24                                    with the Minister or representatives or
25                                    officers of the State in regard to the
26                                    single preferred development.
27
28                              (f)   Within 2 months after receiving the
29                                    notice (or if the Minister requests
30                                    further information, within 2 months
31                                    after the provision of that information)
32                                    the Minister must advise the Company:
33
34                                    (i)     that the Minister has no public
35                                            interest concerns with the single
36                                            preferred development; or
37
38                                    (ii)    that he is not then in a position to
39                                            advise that he has no public
40                                            interest concerns with the single

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1                                            preferred development and the
2                                            Minister's reasons in that regard.
3
4                               (g)   If the Minister gives the advice
5                                     mentioned in paragraph (f)(ii) the
6                                     Company may, should it so desire, give
7                                     a further request to the Minister in
8                                     respect of a revised or alternate single
9                                     preferred    development      and the
10                                    provisions of this subclause shall apply
11                                    mutatis mutandis thereto.";
12
13   (4)   in clause 8(1)(b):

14         (a)   by in the first paragraph, deleting "clause 6 hereof or under
15               clause 6A hereof" and substituting "clauses 6, 6A, 7B or
16               9A"; and

17         (b)   in subparagraph (i) by:

18               (i)     inserting "or cause to be granted" after "grant";

19               (ii)    in the paragraph beginning "for nominal
20                       consideration" by deleting "the harbour area";

21               (iii)   inserting after that paragraph the following new
22                       paragraph:

23                       "at commercial rentals, licence or easement fees as
24                       applicable - leases, licences or easements within the
25                       Port of Port Hedland; and";

26               (iv)    inserting "the Port Authorities Act 1999 (WA)" after
27                       "the Jetties Act, 1926"; and

28               (v)     inserting "installations or facilities" after "as the
29                       Company reasonably requires for its works";

30   (5)   by inserting after clause 8(3A) the following new clause:
31



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1                  "(3B)          The provisions of subclause (1) of this clause shall not
2                                 operate so as to require the State to grant or vary, or
3                                 cause to be granted or varied, any lease licence or other
4                                 right or title until all processes necessary under any laws
5                                 relating to native title to enable that grant or variation to
6                                 proceed, have been completed.";

7            (6)   in clause 8A:

8                  (a)     by deleting "Joint Venturers a lease" and substituting
9                          "Company an extension of the lease granted to it"; and

10                 (b)     by deleting "the agreement ratified by the Iron Ore Direct
11                         Reduced Iron (BHP) Agreement Act 1996" and substituting
12                         "this Agreement";
13
14           (7)   by deleting paragraph (e) of clause 9(2) and substituting the
15                 following new paragraphs:
16
17                 "(e) ship, or procure the shipment of, all iron ore mined from the
18                      mineral lease and all iron ore referred to in clauses 9(2)(ja)
19                      and (in each case) sold;
20
21                         (i)      from the Company's wharf;
22
23                         (ii)     from any other wharf in a loading port which wharf
24                                  has been constructed under an Integration Agreement;
25                                  or
26
27                         (iii) with the Minister's approval given before submission
28                               of proposals in that regard, from any other wharf in a
29                               loading port which wharf has been constructed under
30                               another Government agreement (excluding the
31                               Integration Agreements),
32
33                         and use its best endeavours to obtain therefor the best price
34                         possible having regard to market conditions from time to
35                         time prevailing PROVIDED THAT:
36




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1                (A)    this paragraph shall not apply to iron ore used for
2                       secondary processing or for the manufacture of iron
3                       or steel in any part of the said State lying north of the
4                       twenty sixth parallel of latitude;
5
6                (B)    iron ore from the mineral lease may be sold by the
7                       Company prior to or at the time of the shipment under
8                       this Agreement at a price equal to the production
9                       costs in respect of that iron ore up to the point of sale,
10                      if:
11
12                      (i)     the Minister is notified before the time of
13                              shipment that the sale is to be made at cost,
14                              providing details of the proposed sale; and
15
16                      (ii)    the Minister is notified of the proposed arm's
17                              length purchaser in the relevant international
18                              seaborne iron ore market of the iron ore the
19                              subject of the proposed sale at cost; and
20
21                      (iii)   there is included in the return lodged pursuant
22                              to subclause (2)(k) particulars of the transaction
23                              in which the ore sold at cost was subsequently
24                              purchased in the relevant international seaborne
25                              iron ore market by an arm's length purchaser
26                              specifying the purchaser, the seller, the price
27                              and the date when the sale was agreed between
28                              the arm's length purchaser and the seller; and
29
30                      (iv)    the arm's length purchaser referred to in
31                              paragraph (iii) above is not then a designated
32                              purchaser as referred to in subclause (2)(ea);
33
34               Designated purchaser
35
36               (ea)   if required by notice in writing from the Minister,
37                      provide the Minister within 30 days after receiving
38                      the notice with evidence that the transaction as
39                      included in the return pursuant to paragraph (B)(iii) of
40                      subclause (2)(e) was a sale in the relevant

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1                               international seaborne iron ore market to an
2                               independent participant in that market. If no evidence
3                               is provided or the Minister is not so satisfied on the
4                               evidence provided or other information obtained, the
5                               Minister may by notice to the Company designate the
6                               purchaser to be a designated purchaser and that
7                               designation will remain in force unless and until lifted
8                               by further notice from the Minister to the Company.
9                               For the avoidance of doubt, the parties acknowledge
10                              that marketing entities forming part of the corporate
11                              group including the Company (or part of the parallel
12                              corporate group if the Company is part of a dual-listed
13                              corporate structure) are not independent participants
14                              for the purposes of this subclause,";
15
16           (8)   in clause 9(2)(j) by inserting the following paragraphs after
17                 subparagraph (iv):
18
19                 "Where beneficiated ore is produced from an admixture of iron ore
20                 from the mineral lease and iron ore from elsewhere, a portion (and
21                 a portion only) of the beneficiated ore so produced being equal to
22                 the proportion that the amount of the iron in the iron ore from the
23                 mineral lease used in the production of that beneficiated ore bears
24                 to the total amount of iron in the iron ore so used shall be deemed
25                 to be produced from iron ore from the mineral lease.
26
27                 Where for the purpose of determining f.o.b. value it is necessary to
28                 convert an amount or price to Australian currency, the conversion
29                 is to be calculated using a rate (excluding forward hedge or similar
30                 contract rates) that has been approved by the Minister at the
31                 request of the Company and in the absence of such request as
32                 determined by the Minister to be a reasonable rate for the purpose.
33
34                 The provisions of regulation 85AA (Effect of GST etc on
35                 royalties) of the Mining Regulations 1981 (WA) shall apply
36                 mutatis mutandis to the calculation of royalties under this clause.";
37




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1    (9)    by inserting after paragraph (j) of clause 9(2) the following new
2           paragraph:
3
4          "(ja) pay to the State royalty on all iron ore mined from the
5                McCamey's Mineral Lease purchased, shipped and sold by
6                the Company (other than iron ore shipped solely for testing
7                purposes and in respect of which no purchase price or other
8                consideration is payable or due) at the rates from time to
9                time specified in paragraph (j) and otherwise in accordance
10               with this Agreement as if such iron ore were iron ore mined
11               from the mineral lease;"
12
13   (10) in clause 9(2)(k) by:
14
15         (a)   inserting "and also showing such other information in
16               relation to the abovementioned iron ore as the Minister may
17               from time to time reasonably require in regard to, and to
18               assist in verifying, the calculation of royalties in accordance
19               with paragraphs (j) and (ja)" after "the due date of the
20               return"; and
21
22         (b)   deleting all the words after "on the basis of" and substituting
23               a colon followed by:
24
25               "(i)   in the case of iron ore initially sold at cost pursuant to
26                      paragraph (B) of the proviso to subclause (2)(e), at
27                      the price notified pursuant to paragraph (B)(iii) of
28                      that proviso;
29
30                (ii) in any other case, of invoices or provisional invoices
31                     (as the case may be) rendered by the Company to the
32                     purchaser (which invoices the Company shall render
33                     without delay simultaneously furnishing copies
34                     thereof to the Minister) of such iron ore or on the
35                     basis of estimates as agreed or determined,
36
37                and shall from time to time in the next following
38                appropriate return and payment make (by the return and by
39                cash) all such necessary adjustments (and give to the


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1                         Minister full details thereof) when the f.o.b. value shall
2                         have been finally calculated, agreed or determined;";

3            (11) in clause 9(2)(n) by:

4                  (a)   deleting "books of account and records of the Company
5                        including contracts relative" and substituting "books,
6                        records, accounts, documents (including contracts), data and
7                        information of the Company stored by any means relating";

8                  (b)   inserting "the subject of royalty" before "hereunder" where
9                        it appears both times; and

10                 (c)   inserting "(in whatever form)" after "copies or extracts";

11           (12) by deleting the fullstop after paragraph (n) of clause 9(2) and
12                substituting a semi colon followed by the following new
13                paragraph:

14                 "(o) cause to be produced in Perth in the said State all books,
15                      records, accounts, documents (including contracts), data and
16                      information of the kind referred to in paragraph (n) to enable
17                      the exercise of rights by the Minister or the Minister's
18                      nominee under paragraph (n), regardless of the location in
19                      which or by whom those books, records, accounts,
20                      documents (including contracts), data and information are
21                      stored from time to time.";
22
23           (13) by inserting after subclause (3) of clause 9 the following new
24                subclause:
25
26                 "Blending of iron ore
27
28                 (4)   (a)   The Company may blend iron ore mined from the
29                             mineral lease with any:
30
31                             (i)    iron ore mined from a mining tenement or
32                                    other mining title granted under, or pursuant
33                                    to, an Integration Agreement; or
34



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                                                                         s. 29



1                      (ii)    iron ore mined from a Mining Act 1978 mining
2                              lease located in, or proximate to, the Pilbara
3                              region of the said State which is held by a
4                              Related Entity alone or with a third party or
5                              parties (excluding any mining lease granted
6                              pursuant to, or held under, a Government
7                              agreement); or
8
9                      (iii)   with the prior approval of the Minister, iron
10                             ore mined in, or proximate to, the Pilbara
11                             region of the said State under a Government
12                             agreement     (excluding    an    Integration
13                             Agreement); or
14
15                     (iv)    with the prior approval of the Minister, iron
16                             ore mined by a third party from a Mining Act
17                             1978 mining lease located in, or proximate to,
18                             the Pilbara region of the said State (excluding
19                             under a Government agreement) which has
20                             been purchased by an Integration Proponent
21                             from the third party.
22
23               (b)   The authority given under paragraph (a) is subject to
24                     the Minister being reasonably satisfied that there are
25                     in place adequate systems and controls for the correct
26                     apportionment of the quantities of iron ore being
27                     blended as between each of the sources referred to in
28                     paragraph (a), which systems and controls monitor
29                     production, processing, transportation, stockpiling
30                     and shipping of all such iron ore. If at any time the
31                     Minister ceases to be so satisfied he may, after
32                     consulting the Company and provided the Company
33                     has not within three (3) months after the
34                     commencement of such consultation addressed the
35                     matters of concern to the Minister to his satisfaction,
36                     by notice in writing to the Company suspend the
37                     above authority in respect of the relevant blending
38                     arrangements until he is again satisfied in terms of
39                     this paragraph (b).
40


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1                        (c)    If any blending of iron ore occurs as contemplated by
2                               this subclause, then for the purposes of paragraphs (j)
3                               and (k) of subclause (2) of this clause, a portion of the
4                               iron ore so blended being equal to the proportion that
5                               the amount of iron ore from the mineral lease used in
6                               the admixture of iron ore bears to the total amount of
7                               iron ore so blended shall be deemed to be produced
8                               from the mineral lease.";
9
10           (14) in clause 9A(11) by deleting the last 2 sentences of paragraph (a)
11                and substituting:
12
13                 "The provisions of clauses 7A(2) to (5) and 7B shall apply mutatis
14                 mutandis to proposals submitted pursuant to this subclause.";
15
16           (15) in clause 9A(12) by deleting "subclauses (5), (6), (7), (8), (10) and
17                (11)" in paragraph (d) and substituting "clause 7B and subclause
18                (11)" ;
19
20           (16) by inserting after clause 9A the following new clauses:
21
22                  "9B. (1)    Notwithstanding the provisions of the Mining Act or
23                              the Mining Act 1978 the Company may from time to
24                              time during the currency of this Agreement apply to
25                              the Minister for areas held by the Company or an
26                              associated company under a mining tenement granted
27                              under the Mining Act 1978 to be included in the
28                              mineral lease but so that the total area of the mineral
29                              lease, any land that may be included in the mineral
30                              lease pursuant to this Agreement and of any other
31                              mineral lease or mining lease granted under or
32                              pursuant to this Agreement (as aggregated) shall not
33                              at any time exceed 777 square kilometres. The
34                              Minister shall confer with the Minister for Mines in
35                              regard to any such application and if they approve the
36                              application the Minister for Mines shall upon the
37                              surrender of the relevant mining tenement include the
38                              area the subject thereof in the mineral lease by
39                              endorsement subject to such of the conditions of the
40                              surrendered mining tenement as the Minister for

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1                     Mines determines but otherwise subject to the same
2                     terms covenants and conditions as apply to the
3                     mineral lease (with such apportionment of rents as is
4                     necessary) and notwithstanding that the survey of
5                     such additional land has not been completed but
6                     subject to correction to accord with the survey when
7                     completed at the Company's expense.
8




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1                     (2)   The Minister may approve, upon application by the
2                           Company from time to time, for the total area referred
3                           to in subclause (1) to be increased up to a limit not
4                           exceeding 1,000 square kilometres.
5
6                     (3)   The Company shall not mine or carry out other
7                           activities (other than exploration, bulk sampling and
8                           testing) on any area added to the mineral lease
9                           pursuant to subclause (1) of this clause unless and
10                          until proposals with respect thereto are approved or
11                          determined pursuant to the subsequent provisions of
12                          this clause.
13
14                    (4)   If the Company desires to commence mining of iron
15                          ore or to carry out any other activities (other than as
16                          aforesaid) on the said area it shall give notice of such
17                          desire to the Minister and shall within 2 months of the
18                          date of such notice (or thereafter within such
19                          extended time as the Minister may allow as
20                          hereinafter provided) and subject to the provisions of
21                          this Agreement submit to the Minister to the fullest
22                          extent reasonably practicable its detailed proposals
23                          (which proposals shall include plans where
24                          practicable and specifications where reasonably
25                          required by the Minister) with respect to such mining
26                          or other activities as additional proposals pursuant to
27                          clause 7A.
28
29              Integrated use of works installations or facilities under the
30              Integration Agreements
31
32              9C.   (1)   Subject to subclauses (2) to (7) of this clause and to
33                          the other provisions of this Agreement, the Company
34                          may during the continuance of this Agreement:
35
36                          (a)   use any existing or new works installations or
37                                facilities constructed or held:
38
39                                (i)    under this Agreement; or
40


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1                            (ii)    under any other Integration Agreement
2                                    which are made available for such use
3                                    and during the continuance of such
4                                    Integration Agreement; or
5
6                            (iii)   with the approval of the Minister, under
7                                    a Government agreement (excluding an
8                                    Integration Agreement) which are made
9                                    available for such use and during the
10                                   continuance of that agreement,
11
12                           (wholly or in part) in the activities of the
13                           Company carried on by it pursuant to this
14                           Agreement including, without limitation, as
15                           part of those activities, transporting by railway
16                           and shipping from a loading port and
17                           undertaking any ancillary and incidental
18                           activities in doing so (including, without
19                           limitation, blending permitted by clause 9(4))
20                           of:
21
22                           (A)     iron ore mined from a Mining Act 1978
23                                   mining lease located in, or proximate to,
24                                   the Pilbara region of the said State which
25                                   is held by a Related Entity alone or with
26                                   a third party or parties (excluding any
27                                   mining lease granted pursuant to, or held
28                                   under, a Government agreement);
29
30                           (B)     with the prior approval of the Minister,
31                                   iron ore mined in, or proximate to, the
32                                   Pilbara region of the said State under a
33                                   Government agreement (excluding an
34                                   Integration Agreement);
35
36                           (C)     with the prior approval of the Minister,
37                                   iron ore mined by a third party from a
38                                   Mining Act 1978 mining lease located in,
39                                   or proximate to, the Pilbara region of the
40                                   said    State   (excluding under         a

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1                                        Government agreement) which has been
2                                        purchased by the Company from the
3                                        third party;
4
5                                (D) iron ore mined under an Integration
6                                    Agreement;
7
8                          (b)   make any existing or new works installations or
9                                facilities constructed or held under this
10                               Agreement available for use (wholly or partly)
11                               by another Integration Proponent during the
12                               continuance of its Integration Agreement in the
13                               activities of that Integration Proponent carried
14                               on by it pursuant to its Integration Agreement
15                               including, without limitation, as part of those
16                               activities, transporting by railway and shipping
17                               from a loading port and undertaking any
18                               ancillary and incidental activities in doing so
19                               (including, without limitation, blending
20                               permitted by that Integration Agreement) of:
21
22                               (i)     iron ore mined from a Mining Act 1978
23                                       mining lease located in, or proximate to,
24                                       the Pilbara region of the said State which
25                                       is held by a Related Entity alone or with
26                                       a third party or parties (excluding any
27                                       mining lease granted pursuant to, or held
28                                       under, a Government agreement);
29
30                               (ii)    with the prior approval of the Minister
31                                       (as defined in that Integration
32                                       Agreement), iron ore mined in, or
33                                       proximate to, the Pilbara region of the
34                                       said State under a Government
35                                       agreement (excluding an Integration
36                                       Agreement);
37
38                               (iii)   with the prior approval of the Minister
39                                       (as defined in that Integration
40                                       Agreement), iron ore mined by a third

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1                                    party from a Mining Act 1978 mining
2                                    lease located in, or proximate to, the
3                                    Pilbara region of the said State
4                                    (excluding     under    a    Government
5                                    agreement) which has been purchased by
6                                    that Integration Proponent from the third
7                                    party;
8
9                             (iv)   iron ore mined under an Integration
10                                   Agreement;
11
12                     (c)   make any existing or new works installations or
13                           facilities constructed or held under this
14                           Agreement available for use (wholly or partly)
15                           in connection with operations under:
16
17                           (i)     a Mining Act 1978 mining lease located
18                                   in, or proximate to, the Pilbara region of
19                                   the said State, for iron ore, which is held
20                                   by a Related Entity alone or with a third
21                                   party or parties (excluding any mining
22                                   lease granted pursuant to, or held under a
23                                   Government agreement); or
24
25                           (ii)    with the approval of the Minister, a
26                                   Government agreement (other than an
27                                   Integration Agreement) for the mining of
28                                   iron ore in, or proximate to, the Pilbara
29                                   region of the said State;
30
31                     (d)   subject to subclause (2), under this Agreement
32                           and for the purpose of any use or making
33                           available for use referred to in paragraph (a),
34                           (b) or (c) connect any existing or new works
35                           installations or facilities constructed or held
36                           under this Agreement to any existing or new
37                           works installations or facilities constructed or
38                           held under another Integration Agreement;
39




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1                          (e)   subject to subclause (2), under this Agreement
2                                and for the purpose of any use or making
3                                available for use referred to in paragraph (a),
4                                (b) or (c) or making of any connection referred
5                                to in paragraph (d) construct new works
6                                installations or facilities and expand modify or
7                                otherwise vary any existing and new works
8                                installations or facilities constructed or held
9                                under this Agreement;
10
11                         (f)   allow a railway or rail spur line (not being a
12                               railway or rail spur line constructed or held
13                               under an Integration Agreement) to be
14                               connected to a railway or rail spur line or other
15                               works installations or facilities constructed or
16                               held under this Agreement for the delivery of
17                               iron ore to an Integration Proponent for
18                               transport by railway and shipping from a
19                               loading port (together with any ancillary and
20                               incidental activities in doing so) as part of its
21                               activities under its Integration Agreement; and
22
23                         (g)   allow an electricity transmission line (not being
24                               an electricity transmission line constructed or
25                               held under an Integration Agreement) to be
26                               connected to an electricity transmission line
27                               constructed or held under this Agreement for
28                               the supply of electricity permitted to be made
29                               under an Integration Agreement.
30
31                   (2)   (a)   A connection referred to in clause (1)(d) or
32                               construction, expansion, modification or other
33                               variation referred to in subclause (1)(e) by the
34                               Company shall, to the extent not already
35                               authorised under this Agreement as at the
36                               variation date, be regarded as a significant
37                               modification expansion or other variation of the
38                               Company's activities carried on by it pursuant
39                               to this Agreement and may only be made in
40                               accordance with proposals submitted and

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1                             approved or determined under this Agreement
2                             in accordance with clauses 6A, 7A and 7B, 9A
3                             or 9E as the case may require and otherwise in
4                             compliance with the provisions of this
5                             Agreement and the laws from time to time of
6                             the said State. For the avoidance of doubt, the
7                             parties acknowledge that any use or making
8                             available for use contemplated by subclause
9                             (1)(a), (1)(b) or (1)(c) shall not otherwise than
10                            as required by this paragraph require the
11                            submission and approval of further proposals
12                            under this Agreement.
13
14                     (b)   The Company shall not be entitled to:
15
16                           (i)     submit proposals to construct any new
17                                   port or to establish harbour or port works
18                                   installations or facilities, or to expand
19                                   modify or otherwise vary harbour or
20                                   works installations or facilities otherwise
21                                   than at or near the town of Port Hedland
22                                   within the boundaries of the Port of Port
23                                   Hedland; or
24
25                           (ii)    generate and supply power, take and
26                                   supply water or dispose of water
27                                   otherwise than in accordance with the
28                                   other clauses of this Agreement and
29                                   subject to any restrictions contained in
30                                   those clauses; or
31
32                           (iii)   without limiting subparagraphs (i) and
33                                   (ii) submit proposals to construct or
34                                   establish works installations or facilities
35                                   of a type, or to make expansions,
36                                   modifications or other variations of
37                                   works installations or facilities of a type,
38                                   which in the Minister's reasonable
39                                   opinion this Agreement, immediately
40                                   before the variation date, did not permit

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1                                      or     contemplate      the    Company
2                                      constructing, establishing or making as
3                                      the case may be otherwise than for
4                                      integration use as contemplated by
5                                      subclauses (1)(a), (1)(b) or (1)(c) or as
6                                      permitted by clause 9E; or
7
8                               (iv)   submit proposals to make a connection as
9                                      referred to in subclause (1)(d) or a
10                                     construction, expansion, modification or
11                                     other variation as referred to in subclause
12                                     (1)(e) otherwise than on tenure granted
13                                     under or pursuant to this Agreement from
14                                     time to time or held pursuant to this
15                                     Agreement from time to time; or
16
17                              (v)    submit proposals to make a connection
18                                     referred to in subclause (1)(d) or a
19                                     construction, expansion, modification or
20                                     other variation as referred to in subclause
21                                     (1)(e) for the purpose of use as
22                                     contemplated by subclause (1)(c)(i), if in
23                                     the reasonable opinion of the Minister
24                                     the activity which is the subject of the
25                                     proposals would give to the holder or
26                                     holders of the relevant Mining Act 1978
27                                     mining lease the benefit of rights or
28                                     powers granted to the Company under
29                                     this Agreement, over and above the right
30                                     of access to and use of the relevant
31                                     works, installations or facilities; or
32
33                              (vi)   submit proposals to make a connection as
34                                     referred to in subclause (1)(d) or a
35                                     construction, expansion, modification or
36                                     other variation as referred to in subclause
37                                     (1)(e) for the purpose of use as
38                                     contemplated by subclause (1)(c) and
39                                     involving the grant of tenure without the
40                                     prior approval of the Minister; or

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                                                                          s. 29



1
2                            (vii) submit proposals to assign, sublet,
3                                  transfer or dispose of any works
4                                  installations or facilities constructed or
5                                  held under this Agreement or any leases,
6                                  licences, easements or other titles under
7                                  or pursuant to this Agreement for any
8                                  purpose referred to in this clause.
9
10                     (c)   Notwithstanding the provisions of clauses 6A,
11                           7B, 9A or 9E the Minister may defer
12                           consideration of, or a decision upon, a proposal
13                           submitted by the Company for a connection as
14                           referred to in subclause (1)(d) or a construction,
15                           expansion, modification or other variation as
16                           referred to in subclause (1)(e), for the purpose
17                           of use or making available for use as referred to
18                           in subclauses (1)(a) or (1)(b), until relevant
19                           corresponding proposals under the relevant
20                           Integration Agreement have been submitted and
21                           those proposals can be approved under that
22                           Integration Agreement concurrently with the
23                           Minister's approval under this Agreement of the
24                           Company's proposal.
25
26               (3)   Any use or making available for use as referred to in
27                     subclause (1), or submission of proposals as referred
28                     to in subclause (2), in respect of a Related Entity shall
29                     be subject to the Company first confirming with the
30                     Minister that the Minister is satisfied that the relevant
31                     company is a Related Entity.
32
33               (4)   The Company shall give the Minister prior written
34                     notice of any significant change (other than a
35                     temporary one for maintenance or to respond to an
36                     emergency) proposed in its use, or in it making
37                     available for use, works installations or facilities as
38                     referred to in this clause:
39




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1                          (a)   from that authorised under this Agreement
2                                immediately before the variation date; and
3
4                          (b)   subsequently from that previously notified to
5                                the Minister under this subclause,
6
7                          as soon as practicable before such change occurs.
8
9                          The Company shall also keep the Minister fully
10                         informed with respect to any proposed connection as
11                         referred to in subclause (1)(f) or (1)(g) or request of
12                         the Company for such connection to be allowed.
13
14                   (5)   Nothing in this Agreement shall be construed to:
15
16                         (a)   exempt another Integration Proponent from
17                               complying with, or the application of, the
18                               provisions of its Integration Agreement; or
19
20                         (b)   restrict the Company's rights under clause 19.
21
22                         For the avoidance of doubt the approval of proposals
23                         under this Agreement shall not be construed as
24                         authorising another Integration Proponent to
25                         undertake any activities under this Agreement or
26                         under another Integration Agreement.
27
28                   (6)   Nothing in this clause shall be construed to exempt
29                         the Company from complying with, or the application
30                         of, the other provisions of this Agreement including,
31                         without limitation, clause 19 and of relevant laws
32                         from time to time of the said State.
33
34                   (7)   For the purpose of this clause "works installations or
35                         facilities" means any:
36
37                         (a)   harbour or port works installations or facilities
38                               including, without limitation, stockpiles,
39                               reclaimers, conveyors and wharves;
40


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1                      (b)   railway or rail spur lines;
2
3                      (c)   track structures and systems associated with the
4                            operation and maintenance of a railway
5                            including, without limitation, sidings, train
6                            control and signalling systems, maintenance
7                            workshops and terminal yards;
8
9                      (d)   train loading and unloading works installations
10                           or facilities;
11
12                     (e)   conveyors;
13
14                     (f)   private roads;
15
16                     (g)   mine aerodrome and associated aerodrome
17                           works installations and facilities;
18
19                     (h)   iron ore mining, crushing, screening,
20                           beneficiation or other processing works
21                           installations or facilities;
22
23                     (i)   mine administration buildings including,
24                           without limitation, offices, workshops and
25                           medical facilities;
26
27                     (j)   borrow pits;
28
29                     (k)   accommodation and ancillary facilities
30                           including, without limitation, construction
31                           camps and townsites constructed pursuant to
32                           and held under any Integration Agreement;
33
34                     (l)   water, sewerage, electricity, gas and
35                           telecommunications works installations and
36                           facilities    including,   without    limitation,
37                           pipelines, transmission lines and cables; and
38




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1                           (m)    any other works installations or facilities
2                                  approved of by the Minister for the purpose of
3                                  this clause.
4
5               Transfer of rights to shared works, installations or facilities
6
7               9D.   (1)   For the purposes of this clause "Relevant
8                           Infrastructure" means any works installations or
9                           facilities (as defined in clause 9C(7)):
10
11                          (a)    constructed or held under another Integration
12                                 Agreement;
13
14                          (b)    which the Company is using in its activities
15                                 pursuant to this Agreement;
16
17                          (c)    which the Minister is satisfied (after consulting
18                                 with the Company and the Integration
19                                 Proponent   for     that     other    Integration
20                                 Agreement):
21
22                                 (i)    are no longer required by that other
23                                        Integration Proponent to carry on its
24                                        activities pursuant to its Integration
25                                        Agreement because of the cessation of
26                                        the Integration Proponent's mining
27                                        operations in respect of which such
28                                        Relevant Infrastructure was constructed
29                                        or held or because of any other reason
30                                        acceptable to the Minister; and
31
32                                 (ii)   are required by the Company to continue
33                                        to carry on its activities pursuant to this
34                                        Agreement; and
35
36                          (d)    in respect of which that other Integration
37                                 Proponent has notified the Minister it consents
38                                 to the Company submitting proposals as
39                                 referred to in subclause (2).
40


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1                (2)   The Company may as an additional proposal pursuant
2                      to clause 7A propose:
3
4                      (a)   that it be granted a lease licence or other title
5                            over the Relevant Infrastructure pursuant to this
6                            Agreement subject to and conditional upon the
7                            other Integration Proponent surrendering
8                            wholly or in part (and upon such terms as the
9                            Minister considers reasonable including any
10                           variation of terms to address environmental
11                           issues) its lease licence or other title over the
12                           Relevant Infrastructure; or
13
14                     (b)   that the other Integration Proponent's lease
15                           licence or other title (not being a mineral lease,
16                           mining lease or other right to mine title granted
17                           under a Government agreement, the Mining Act
18                           1904 or the Mining Act 1978) to the Relevant
19                           Infrastructure be transferred to this Agreement
20                           (to be held by the Company pursuant to this
21                           Agreement) with such surrender of land from it
22                           and variations of its terms as the Minister
23                           considers reasonable for that title to be held
24                           under this Agreement including, without
25                           limitation, to address environmental issues and
26                           outstanding obligations of that other Integration
27                           Proponent under its Integration Agreement in
28                           respect of that Relevant Infrastructure.
29
30                     The provisions of clause 7B shall mutatis mutandis
31                     apply to any such additional proposal. In addition the
32                     Company acknowledges that the Minister may require
33                     variations of the other Integration Agreement and/or
34                     proposals under it or of this Agreement in order to
35                     give effect to the matters contemplated by this clause.
36
37               (3)   This clause shall cease to apply in the event the State
38                     gives any notice of default to the Company pursuant
39                     to clause 10(l) and while such notice remains
40                     unsatisfied.";

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1
2               Miscellaneous Licences for Railways
3
4               9E. (1)    In this clause subject to the context:
5
6                          "Additional Infrastructure" means:
7
8                          (a)   Train Loading Infrastructure;
9
10                         (b)   Train Unloading Infrastructure;
11
12                         (c)   a conveyor, train unloading and other
13                               infrastructure necessary for the transport of iron
14                               ore, freight goods or other products from the
15                               Railway (directly or indirectly) to port facilities
16                               within a loading port,
17
18                         in each case located outside a Port;
19
20                         "LAA" means the Land Administration Act 1997
21                         (WA);
22
23                         "Lateral Access Roads" has the meaning given in
24                         subclause (3)(a)(iv);
25
26                         "Lateral Access Road Licence" means a
27                         miscellaneous licence granted pursuant to subclause
28                         (6)(a)(ii) or subclause (6)(b) as the case may be and
29                         according to the requirements of the context describes
30                         the area of land from time to time the subject of that
31                         licence;
32
33                         "Port" means any port the subject of the Port
34                         Authorities Act 1999 (WA) or the Shipping and
35                         Pilotage Act 1967 (WA);
36
37                         "Private Roads" means Lateral Access Roads and the
38                         Company's access roads within a Railway Corridor;
39




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1                      "Rail Safety Act" means the Rail Safety Act 1998
2                      (WA);
3
4                      "Railway" means a standard gauge heavy haul railway
5                      or railway spur line, located or to be located as the
6                      case may be in, or proximate to, the Pilbara region of
7                      the said State (but outside the boundaries of a Port)
8                      for the transport of iron ore, freight goods and other
9                      products together with all railway track, associated
10                     track structures including sidings, turning loops, over
11                     or under track structures, supports (including supports
12                     for equipment or items associated with the use of a
13                     railway) tunnels, bridges, train control systems,
14                     signalling systems, switch and other gear,
15                     communication        systems,      electric     traction
16                     infrastructure, buildings (excluding office buildings,
17                     housing and freight centres), workshops and
18                     associated plant, machinery and equipment and
19                     including rolling stock maintenance facilities,
20                     terminal yards, depots, culverts and weigh bridges
21                     which railway is or is to be (as the case may be) the
22                     subject of approved proposals under subclause (4) and
23                     includes any expansion or extension thereof outside a
24                     Port which is the subject of additional proposals
25                     approved in accordance with subclause (5);
26
27                     "Railway Corridor" means, prior to the grant of a
28                     Special Railway Licence, the land for the route of the
29                     Railway the subject of that licence, access roads
30                     (other than Lateral Access Roads), areas from which
31                     stone, sand, clay and gravel may be taken, temporary
32                     accommodation facilities for the railway workforce,
33                     water bores and Additional Infrastructure (if any)
34                     which is the subject of a subsisting agreement
35                     pursuant to subclause (3)(a) and after the grant of the
36                     Special Railway Licence the land from time to time
37                     the subject of that Special Railway Licence;
38
39                     "Railway Operation" means the construction and
40                     operation under this Agreement of the relevant

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1                          Railway and associated access roads and Additional
2                          Infrastructure (if any) within the relevant Railway
3                          Corridor and of the associated Lateral Access Roads,
4                          in accordance with approved proposals;
5
6                          "Railway spur line" means a standard gauge heavy
7                          haul railway spur line located or to be located in, or
8                          proximate to, the Pilbara region of the said State (but
9                          outside a Port) connecting to a Railway for the
10                         transport of iron ore, freight goods and other products
11                         upon the Railway to (directly or indirectly) a loading
12                         port;
13
14                         "Railway Operation Date" means the date of the first
15                         carriage of iron ore, freight goods or other products
16                         over the relevant Railway (other than for construction
17                         or commissioning purposes);
18
19                         "Railway spur line Operation Date" means the date of
20                         the first carriage of iron ore, freight goods or other
21                         products over the relevant Railway spur line (other
22                         than for construction or commissioning purposes);
23
24                         "Special Railway Licence" means the relevant
25                         miscellaneous licence for railway and, if applicable,
26                         other purposes, granted to the Company pursuant to
27                         subclause (6)(a)(i) as varied in accordance with
28                         subclause (6)(h) or subclause (6)(i) and according to
29                         the requirements of the context describes the area of
30                         land from time to time the subject of that licence;
31
32                         "Train Loading Infrastructure" means conveyors,
33                         stockpile areas, blending and screening facilities,
34                         stackers, re-claimers and other infrastructure
35                         reasonably required for the loading of iron ore, freight
36                         goods or other products onto the relevant Railway for
37                         transport (directly or indirectly) to a loading port; and
38
39                         "Train Unloading Infrastructure" means train
40                         unloading infrastructure reasonably required for the

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1                      unloading of iron ore from the Railway to be
2                      processed, or blended with other iron ore, at
3                      processing or blending facilities in the vicinity of that
4                      train unloading infrastructure and with the resulting
5                      iron ore products then loaded on to the Railway for
6                      transport (directly or indirectly) to a loading port.
7
8                Company to obtain prior Ministerial in-principle
9                approval
10
11               (2)   (a)   If the Company wishes, from time to time
12                           during the continuance of this Agreement, to
13                           proceed under this clause with a plan to
14                           develop a Railway it shall give notice thereof to
15                           the Minister and furnish to the Minister with
16                           that notice an outline of its plan.
17
18                     (b)   The Minister shall within one month of a notice
19                           under paragraph (a) advise the Company
20                           whether or not he approves in-principle the
21                           proposed plan. The Minister shall afford the
22                           Company full opportunity to consult with him
23                           in respect of any decision of the Minister under
24                           this paragraph.
25
26                     (c)   The Minister's in-principle approval in respect
27                           of a proposed plan shall lapse if the Company
28                           has not submitted detailed proposals to the
29                           Minister in respect of that plan in accordance
30                           with this clause within 18 months of the
31                           Minister's in-principle approval.
32
33               Railway Corridor
34
35               (3)   (a)   If the Minister gives in-principle approval to a
36                           plan of the Company to develop a Railway it
37                           shall consult with the Minister to seek the
38                           agreement of the Minister as to:
39




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1                                (i)    where the Railway will begin and end;
2                                       and
3
4                                (ii)   a route for the Railway, access roads to
5                                       be within the Railway Corridor and the
6                                       land required for that route as well as
7                                       Additional Infrastructure (if any)
8                                       including, without limitation, areas from
9                                       which stone, sand, clay and gravel may
10                                      be taken, temporary accommodation
11                                      facilities for the railway workforce and
12                                      water bores; and
13
14                               (iii) in respect of Additional Infrastructure (if
15                                     any) the nature and capacity of such
16                                     Additional Infrastructure; and
17
18                               (iv) the routes of, and the land required for,
19                                    roads outside the Railway Corridor (and
20                                    also outside a Port) for access to it to
21                                    construct the Railway (such roads as
22                                    agreed being "Lateral Access Roads").
23
24                               In seeking such agreement, regard shall be had
25                               to achieving a balance between engineering
26                               matters including costs, the nature and use of
27                               any lands concerned and interests therein and
28                               the costs of acquiring the land (all of which
29                               shall be borne by the Company). The parties
30                               acknowledge the intention is for the Company
31                               to construct the Railway, the access roads for
32                               the construction and maintenance of the
33                               Railway which are to be within the Railway
34                               Corridor and the relevant Additional
35                               Infrastructure (if any) along the centreline of
36                               the Railway Corridor subject to changes in that
37                               alignment to the extent necessary to avoid
38                               heritage, environmental or poor ground
39                               conditions that are not identified during
40                               preliminary investigation work, and recognise

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1                            the width of the Railway Corridor may need to
2                            vary along its route to accommodate
3                            Additional Infrastructure (if any), access roads,
4                            areas from which stone, sand, clay and gravel
5                            may be taken, temporary accommodation
6                            facilities for the railway workforce and water
7                            bores. The provisions of clause 24 shall not
8                            apply to this subclause.
9
10                     (b)   If the date by which the Company must submit
11                           detailed proposals under subclause (4)(a) (as
12                           referred to in subclause (2)(c)) is extended or
13                           varied by the Minister pursuant to clause 23,
14                           any agreement made pursuant to paragraph (a)
15                           before such date is extended or varied shall
16                           unless the Minister notifies the Company
17                           otherwise be deemed to be at an end and
18                           neither party shall have any claim against the
19                           other in respect of it.
20
21                     (c)   The Company acknowledges that it shall be
22                           responsible for liaising with every title holder
23                           in respect of the land affected and for obtaining
24                           in a form and substance acceptable to the
25                           Minister all unconditional and irrevocable
26                           consents of each such title holder to, and all
27                           statutory consents required in respect of the
28                           land affected for:
29
30                           (i)    the grant of the Special Railway Licence
31                                  for the construction, operation and
32                                  maintenance within the Railway Corridor
33                                  of the Railway, access roads and
34                                  Additional Infrastructure (if any) to be
35                                  within the Railway Corridor; and
36
37                           (ii)   the grant of Lateral Access Road
38                                  Licences for the construction, use and
39                                  maintenance of Lateral Access Roads
40                                  over the routes for the Lateral Access

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1                                        Roads agreed pursuant to paragraph (a);
2                                        and
3
4                                (iii)   the inclusion of additional land in the
5                                        Special Railway Licence as referred to in
6                                        subclause (6)(h) or subclause (6)(i),
7
8                                in accordance with this clause. For the
9                                purposes of this subclause (3)(c), "title holder"
10                               means a management body (as defined in the
11                               LAA) in respect of any part of the affected
12                               land, a person who holds a mining, petroleum
13                               or geothermal energy right (as defined in the
14                               LAA) in respect of any part of the affected
15                               land, a person who holds a lease or licence
16                               under the LAA in respect of any part of the
17                               affected land, a person who holds any other
18                               title granted under or pursuant to a
19                               Government agreement in respect of any part
20                               of the affected land, a person who holds a lease
21                               or licence in respect of any part of the affected
22                               land under any other Act applying in the said
23                               State and a person in whom any part of the
24                               affected land is vested, immediately before the
25                               provision of such consents to the Minister as
26                               referred to in subclause (4)(e)(ii) (including as
27                               applying pursuant to subclause 5(d)).
28
29                   Company to submit proposals for Railway
30
31                   (4)   (a)   The Company shall, subject to the EP Act, the
32                               provisions of this Agreement, agreement at that
33                               time subsisting in respect of the matters
34                               required to be agreed pursuant to subclause
35                               3(a), submit to the Minister by the latest date
36                               applying under subclause (2)(c) to the fullest
37                               extent reasonably practicable its detailed
38                               proposals (including plans where practicable
39                               and specifications where reasonably required
40                               by the Minister and any other details normally

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1                            required by a local government in whose area
2                            any works are to be situated) with respect to the
3                            undertaking of the relevant Railway Operation,
4                            which proposals shall include the location,
5                            area, layout, design, materials and time
6                            program for the commencement and completion
7                            of construction or the provision (as the case
8                            may be) of each of the following matters
9                            namely:
10
11                           (i)    the Railway including fencing (if any)
12                                  and crossing places within the Railway
13                                  Corridor;
14
15                           (ii)   Additional Infrastructure (if any) within
16                                  the Railway Corridor;
17
18                           (iii) temporary accommodation and ancillary
19                                  temporary facilities for the railway
20                                  workforce on, or in the vicinity of, the
21                                  Railway Corridor and housing and other
22                                  appropriate facilities elsewhere for the
23                                  Company's workforce;
24
25                           (iv) water supply;
26
27                           (v)    energy supplies;
28
29                           (vi) access roads within the Railway Corridor
30                                and Lateral Access Roads both along the
31                                routes for those roads agreed between the
32                                Minister and the Company pursuant to
33                                subclause 3(a);
34
35                           (vii) any other works, services or facilities
36                                 desired by the Company; and
37
38                           (viii) use of local labour, professional services,
39                                  manufacturers, suppliers contractors and
40                                  materials and measures to be taken with

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1                                      respect to the engagement and training of
2                                      employees by the Company, its agents
3                                      and contractors.
4
5                          (b)   Proposals pursuant to paragraph (a) must
6                                specify the matters agreed for the purpose
7                                pursuant to subclause (3)(a) and must not be
8                                contrary to or inconsistent with such agreed
9                                matters.
10
11                         (c)   Each of the proposals pursuant to paragraph (a)
12                               may with the approval of the Minister, or must
13                               if so required by the Minister, be submitted
14                               separately and in any order as to the matter or
15                               matters mentioned in one or more of
16                               subparagraphs (i) to (viii) of paragraph (a) and
17                               until all of its proposals under this subclause
18                               have been approved the Company may
19                               withdraw and may resubmit any proposal but
20                               the withdrawal of any proposal shall not affect
21                               the obligations of the Company to submit a
22                               proposal under this subclause in respect of the
23                               subject matter of the withdrawn proposal.
24
25                         (d)   The Company shall, whenever any of the
26                               following matters referred to in this subclause
27                               are proposed by the Company (whether before
28                               or during the submission of proposals under
29                               this subclause), submit to the Minister details
30                               of any services (including any elements of the
31                               project investigations, design and management)
32                               and any works, materials, plant, equipment and
33                               supplies that it proposes to consider obtaining
34                               from or having carried out or permitting to be
35                               obtained from or carried out outside Australia,
36                               together with its reasons therefor and shall, if
37                               required by the Minister consult with the
38                               Minister with respect thereto.
39




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1                      (e)   At the time when the Company submits the last
2                            of the said proposals pursuant to this subclause,
3                            it shall:
4
5                            (i)    furnish to the Minister's reasonable
6                                   satisfaction evidence of all accreditations
7                                   under the Rail Safety Act which are
8                                   required to be held by the Company or
9                                   any other person for the construction of
10                                  the Railway; and
11
12                           (ii)   furnish to the Minister the written
13                                  consents referred to in subclause (3)(c)(i)
14                                  and (3)(c)(ii).
15
16                     (f)   The provisions of clause 7B shall apply mutatis
17                           mutandis to detailed proposals submitted under
18                           this subclause.
19
20               Additional Railway Proposals
21
22               (5)   (a)   If the Company at any time during the currency
23                           of a Special Railway Licence desires to
24                           construct a Railway spur line (connecting to the
25                           Railway the subject of that Special Railway
26                           Licence) or desires to significantly modify,
27                           expand or otherwise vary its activities within
28                           the land the subject of the Special Railway
29                           Licence that are the subject of this Agreement
30                           and that may be carried on by it pursuant to this
31                           Agreement (other than by the construction of a
32                           Railway spur line) beyond those activities
33                           specified in any approved proposals for that
34                           Railway, it shall give notice of such desire to
35                           the Minister and furnish to the Minister with
36                           that notice an outline of its proposals in respect
37                           thereto (including, without limitation, such
38                           matters mentioned in subclause (4)(a) as are
39                           relevant or as the Minister otherwise requires).
40


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1                          (b)   If the notice relates to a Railway spur line, or to
2                                the construction of Train Loading Infrastructure
3                                or Train Unloading Infrastructure on land
4                                outside the then Railway Corridor, the Minister
5                                shall within one month of receipt of such notice
6                                advise the Company whether or not he
7                                approves in-principle the proposed construction
8                                of such spur line, Train Loading Infrastructure
9                                or Train Unloading Infrastructure. If the
10                               Minister gives in-principle approval the
11                               Company may (but not otherwise) submit
12                               detailed proposals in respect thereof provided
13                               that the provisions of subclause (3) shall
14                               mutatis mutandis apply prior to submission of
15                               detailed proposals in respect thereof.
16
17                         (c)   Subject to the EP Act, the provisions of this
18                               Agreement and agreement at that time
19                               subsisting in respect of any matters required to
20                               be agreed pursuant to subclause (3)(a) (as
21                               referred to in paragraph (b)), the Company shall
22                               submit to the Minister within a reasonable
23                               timeframe, as determined by the Minister after
24                               receipt of the notice referred to in paragraph (a)
25                               (or in the case of a notice referred to in
26                               paragraph (b) the giving of the Minister's
27                               in-principle consent as referred to in that
28                               paragraph), detailed proposals in respect of the
29                               proposed construction of such Railway spur
30                               line, Train Loading Infrastructure, Train
31                               Unloading Infrastructure or other proposed
32                               modification, expansion or variation of its
33                               activities including such of the matters
34                               mentioned in subclause (4)(a) as the Minister
35                               may require.
36
37                         (d)   The provisions of subclause (4) (with the date
38                               for submission of proposals being read as the
39                               date or time determined by the Minister under
40                               paragraph (c) and the reference in subclause

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                                                                         s. 29



1                            (4)(e)(ii) to subclause (3)(c)(i) being read as a
2                            reference to subclause (3)(c)(iii)) and of clause
3                            7B shall mutatis mutandis apply to detailed
4                            proposals submitted pursuant to this subclause.
5
6                Grant of Tenure
7
8                (6)   (a)   On application made by the Company to the
9                            Minister in such manner as the Minister may
10                           determine, not later than 3 months after all its
11                           proposals submitted pursuant to subclause
12                           (4)(a) have been approved or deemed to be
13                           approved and the Company has complied with
14                           the provisions of subclause (4)(e), the State
15                           notwithstanding the Mining Act 1978 shall
16                           cause to be granted to the Company:
17
18                           (i)   a miscellaneous licence to conduct
19                                 within the Railway Corridor and in
20                                 accordance with its approved proposals
21                                 all activities (including the taking of
22                                 stone, sand, clay and gravel, the
23                                 provision of temporary accommodation
24                                 facilities for the railway workforce and,
25                                 subject to the Rights in Water and
26                                 Irrigation Act 1914 (WA), the operation
27                                 of water bores) necessary for the
28                                 planning,        design,      construction,
29                                 commissioning,          operation      and
30                                 maintenance within the Railway Corridor
31                                 of the Railway, access roads and
32                                 Additional Infrastructure (if any) ("the
33                                 Special Railway Licence") such licence
34                                 to be granted under and subject to,
35                                 except as otherwise provided in this
36                                 Agreement, the Mining Act 1978 in the
37                                 form of the Second Schedule hereto and
38                                 subject to such terms and conditions as
39                                 the Minister for Mines may from time to
40                                 time consider reasonable and at a rental

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1                                       calculated in accordance with the Mining
2                                       Act 1978:
3
4                                       (A)   prior to the Railway Operation
5                                             Date, as if the width of the
6                                             Railway Corridor were 100
7                                             metres; and
8
9                                       (B)   on and from the Railway
10                                            Operation Date, at the rentals from
11                                            time to time prescribed under the
12                                            Mining Act 1978; and
13
14                               (ii)   a miscellaneous licence or licences to
15                                      allow the construction, use and
16                                      maintenance of Lateral Access Roads
17                                      within the routes agreed for those Lateral
18                                      Access Roads under subclause (3)(a)
19                                      (each a "Lateral Access Road Licence"),
20                                      each such licence to be granted under
21                                      and subject to, except as otherwise
22                                      provided in this Agreement, the Mining
23                                      Act 1978 in the form of the Third
24                                      Schedule hereto and subject to such
25                                      terms and conditions as the Minister for
26                                      Mines may from time to time consider
27                                      reasonable and at the rentals from time to
28                                      time prescribed under the Mining Act
29                                      1978.
30
31                         (b)   On application made by the Company to the
32                               Minister in such manner as the Minister may
33                               determine, not later than 3 months after its
34                               proposals submitted pursuant to subclause
35                               (5)(a) for the construction of Lateral Access
36                               Roads for access to the Railway Corridor to
37                               construct a Railway spur line have been
38                               approved or deemed to be approved and the
39                               Company has complied with the provisions of
40                               subclause (4)(e) (as applying pursuant to

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                                                                        s. 29



1                            subclause (5)(d)), the State notwithstanding the
2                            Mining Act 1978 shall cause to be granted to
3                            the Company a miscellaneous licence or
4                            licences to allow the construction, use and
5                            maintenance of Lateral Access Roads within
6                            the routes agreed for those Lateral Access
7                            Roads under subclause (3)(a)) (as applying
8                            pursuant to subclause (5)(b)) (each a "Lateral
9                            Access Road Licence"), each such licence to be
10                           granted under and subject to, except as
11                           otherwise provided in this Agreement, the
12                           Mining Act 1978 in the form of the Fourth
13                           Schedule hereto and subject to such terms and
14                           conditions as the Minister for Mines may from
15                           time to time consider reasonable and at the
16                           rentals from time to time prescribed under the
17                           Mining Act 1978.
18
19                     (c)   Notwithstanding the Mining Act 1978, the term
20                           of the Special Railway Licence shall, subject to
21                           the sooner determination thereof on the
22                           cessation or sooner determination of this
23                           Agreement, be for a period of 50 years
24                           commencing on the date of grant thereof.
25
26                     (d)   Notwithstanding the Mining Act 1978, the term
27                           of any Lateral Access Road Licence shall,
28                           subject to the sooner determination thereof on
29                           the cessation or sooner determination of this
30                           Agreement, be for a period of 4 years
31                           commencing on the date of grant thereof.
32
33                     (e)   Notwithstanding the Mining Act 1978, and
34                           except as required to do so by the terms of the
35                           Special Railway Licence, the Company shall
36                           not be entitled to surrender the Special Railway
37                           Licence or any Lateral Access Road Licence or
38                           any part or parts of them without the prior
39                           consent of the Minister.
40


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1                          (f)    (i)   The Company may in accordance with
2                                       approved proposals take stone, sand, clay
3                                       and gravel from the Railway Corridor for
4                                       the    construction,    operation    and
5                                       maintenance of the Railway constructed
6                                       within or approved for construction
7                                       within the Railway Corridor.
8
9                                (ii)   Notwithstanding the Mining Act 1978 no
10                                      royalty shall be payable under the
11                                      Mining Act 1978 in respect of stone,
12                                      sand, clay and gravel which the
13                                      Company is permitted by subparagraph
14                                      (i) to obtain from the land the subject of
15                                      the Special Railway Licence.
16
17                         (g)    For the purposes of this Agreement and without
18                                limiting the operation of paragraphs (a) to (f)
19                                inclusive above, the application of the Mining
20                                Act 1978 and the regulations made thereunder
21                                are specifically modified;
22
23                                (i)   in section 91(1) by:
24
25                                      (A)   deleting "the mining registrar or
26                                            the warden, in accordance with
27                                            section 42 (as read with section
28                                            92)"    and   substituting   "the
29                                            Minister";
30
31                                      (B)   deleting "any person"         and
32                                            substituting "the Company (as
33                                            defined in the agreement approved
34                                            by and scheduled to the Iron Ore
35                                            (Mount Newman) Agreement Act
36                                            1964, as from time to time added
37                                            to, varied or amended)";
38
39                                      (C)   deleting "for any one or more of
40                                            the purposes prescribed" and

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                                                                           s. 29



1                                          substituting "for the purpose
2                                          specified in clause 9E(6)(a)(i),
3                                          clause 9E(6)(a)(ii) or clause
4                                          9E(6)(b), of the agreement
5                                          approved by and scheduled to the
6                                          Iron Ore (Mount Newman)
7                                          Agreement Act 1964, as from time
8                                          to time added to, varied or
9                                          amended";
10
11                           (ii)    in section 91(3)(a), by deleting
12                                   "prescribed form" and substituting "form
13                                   required by the agreement approved by
14                                   and scheduled to the Iron Ore (Mount
15                                   Newman) Agreement Act 1964, as from
16                                   time to time added to, varied or
17                                   amended";
18
19                           (iii)   by deleting sections 91(6), 91(9), 91(10)
20                                   and 91B;
21
22                           (iv)    in section 92, by deleting "Sections 41,
23                                   42, 44, 46, 46A, 47 and 52 apply," and
24                                   inserting "Section 46A (excluding in
25                                   subsection (2)(a) "the mining registrar,
26                                   the warden or") applies," and by deleting
27                                   "in those provisions" and inserting "in
28                                   that provision";
29
30                           (v)     by deleting the full stop at the end of the
31                                   section 94(1) and inserting, "except to
32                                   the extent otherwise provided in, or to
33                                   the extent that such terms and conditions
34                                   are inconsistent with, the agreement
35                                   approved by and scheduled to the Iron
36                                   Ore (Mount Newman) Agreement Act
37                                   1964, as from time to time added to,
38                                   varied or amended";
39
40                           (vi)    by deleting sections 94(2), (3) and (4);

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1
2                                (vii) in section 96(1), by inserting after
3                                      "miscellaneous licence" the words "(not
4                                      being a miscellaneous licence granted
5                                      pursuant to the agreement approved by
6                                      and scheduled to the Iron Ore (Mount
7                                      Newman) Agreement Act 1964, as from
8                                      time to time added to, varied or
9                                      amended";
10
11                               (viii) by deleting mining regulations 37(2),
12                                      37(3), 42 and 42A; and
13
14                               (ix)   by inserting at the beginning of mining
15                                      regulations 41(c) and (f) the words
16                                      "subject to the agreement approved by
17                                      and scheduled to the Iron Ore (Mount
18                                      Newman) Agreement Act 1964, as from
19                                      time to time added to, varied or
20                                      amended".
21
22                         (h)   If additional proposals are approved in
23                               accordance with subclause (5) for the
24                               construction of a Railway spur line outside the
25                               then Railway Corridor, the Minister for Mines
26                               shall include the area of land within which such
27                               construction is to occur in the Special Railway
28                               Licence by endorsement. The area of such land
29                               may be included notwithstanding that the
30                               survey of the land has not been completed but
31                               subject to correction to accord with the survey
32                               when completed at the Company's expense.
33
34                         (i)   If additional proposals are approved in
35                               accordance with subclause (5) for the
36                               construction of Train Loading Infrastructure or
37                               Train Unloading Infrastructure outside the then
38                               Railway Corridor, the Minister for Mines shall
39                               include the area of such land within which such
40                               infrastructure is approved for construction in

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                                                                         s. 29



1                            the Special Railway Licence by endorsement.
2                            The area of such land may be included
3                            notwithstanding that the survey of the land has
4                            not been completed but subject to correction to
5                            accord with the survey when completed at the
6                            Company's expense.
7
8                      (j)   The provisions of this subclause shall not
9                            operate so as to require the State to cause a
10                           Special Railway Licence or a Lateral Access
11                           Road Licence to be granted or any land
12                           included in the Special Railway Licence as
13                           mentioned above until all processes necessary
14                           under any laws relating to native title to enable
15                           that grant or inclusion of land to proceed, have
16                           been completed.
17
18               Construction and operation of Railway
19
20               (7)   (a)   Subject to and in accordance with approved
21                           proposals, the Rail Safety Act and the grant of
22                           the relevant Special Railway Licence and any
23                           associated Lateral Access Road Licences the
24                           Company shall in a proper and workmanlike
25                           manner and in accordance with recognised
26                           standards for railways of a similar nature
27                           operating under similar conditions construct the
28                           Railway       and     associated      Additional
29                           Infrastructure and access roads within the
30                           Railway Corridor and shall also construct inter
31                           alia any necessary sidings, crossing points,
32                           bridges, signalling switches and other works
33                           and appurtenances and provide for crossings
34                           and (where appropriate and required by the
35                           Minister) grade separation or other protective
36                           devices including flashing lights and boom
37                           gates at places where the Railway crosses or
38                           intersects with major roads or existing railways.
39




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     s. 29



1                          (b)   The Company shall while the holder of a
2                                Special Railway Licence:
3
4                                (i)     keep the Railway the subject of that
5                                        licence in an operable state; and
6
7                                (ii)    ensure that the Railway the subject of
8                                        that licence is operated in a safe and
9                                        proper manner in compliance with all
10                                       applicable laws from time to time; and
11
12                               (iii)   without limiting subparagraph (ii) ensure
13                                       that the obligations imposed under the
14                                       Rail Safety Act on an owner and an
15                                       operator (as those terms are therein
16                                       defined) are complied with in connection
17                                       with the Railway the subject of that
18                                       licence.
19
20                               Nothing in this Agreement shall be construed
21                               to exempt the Company or any other person
22                               from compliance with the Rail Safety Act or
23                               limit its application to the Company's
24                               operations generally (except as otherwise may
25                               be provided in that Act or regulations made
26                               under it).
27
28                         (c)   The Company shall provide crossings for
29                               livestock and also for any roads, other railways,
30                               conveyors, pipelines and other utilities which
31                               exist at the date of grant of the relevant Special
32                               Railway Licence or in respect of land
33                               subsequently included in it at the date of such
34                               inclusion and the Company shall on reasonable
35                               terms and conditions allow such crossings for
36                               roads, railways, conveyors, pipelines and other
37                               utilities which may be constructed for future
38                               needs and which may be required to cross a
39                               Railway constructed pursuant to this clause.
40


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                                                                        s. 29



1                      (d)   Subject to clause 9D, the Company shall at all
2                            times be the holder of Special Railway
3                            Licences and Lateral Access Road Licences
4                            granted pursuant to this clause and (without
5                            limiting clause 10(j) but subject to clause 9D)
6                            shall at all times own manage and control the
7                            use of each Railway the subject of a Special
8                            Railway Licence held by the Company.
9
10                     (e)   The Company shall not be entitled to exclusive
11                           possession of the land the subject of a Special
12                           Railway Licence or Lateral Access Road
13                           Licence granted pursuant to this clause to the
14                           intent that the State, the Minister, the Minister
15                           for Mines and any persons authorised by any
16                           of them from time to time shall be entitled to
17                           enter upon the land or any part of it at all
18                           reasonable times and on reasonable notice with
19                           all necessary vehicles, plant and equipment and
20                           for purposes related to this Agreement or such
21                           other purposes as they think fit but in doing so
22                           shall be subject to the reasonable directions of
23                           the Company so as not to unreasonably
24                           interfere with the Company's operations.
25
26                     (f)   The Company's ownership of a Railway
27                           constructed pursuant to this clause shall not
28                           give it an interest in the land underlying it.
29
30                     (g)   The Company shall not at any time without the
31                           prior consent of the Minister dismantle, sell or
32                           otherwise dispose of any part or parts of any
33                           Railway constructed pursuant to this clause, or
34                           permit this to occur, other than for the purpose
35                           of maintenance, repair, upgrade or renewal.
36
37                     (h)   The Company shall, subject to and in
38                           accordance with approved proposals, in a
39                           proper and workmanlike manner, construct any
40                           Additional Infrastructure, access roads, Lateral

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1                                Access Roads and other works approved for
2                                construction under this clause.
3
4                          (i)   The Company shall while the holder of a
5                                Special Railway Licence at all times keep and
6                                maintain in good repair and working order and
7                                condition (which obligation includes, where
8                                necessary, replacing or renewing all parts
9                                which are worn out or in need of replacement
10                               or renewal due to their age or condition) the
11                               Railway, access roads and Additional
12                               Infrastructure (if any) the subject of that
13                               licence and all such other works installations
14                               plant machinery and equipment for the time
15                               being the subject of this Agreement and used
16                               in connection with the operation use and
17                               maintenance of that Railway, access roads and
18                               Additional Infrastructure (if any).
19
20                         (j)   Subject to clause 9D, the Company shall:
21
22                               (i)     be responsible for the cost of
23                                       construction and maintenance of all
24                                       Private Roads constructed pursuant to
25                                       this clause; and
26
27                               (ii)    at its own cost erect signposts and take
28                                       other steps that may be reasonable in the
29                                       circumstances to prevent any persons and
30                                       vehicles (other than those engaged upon
31                                       the Company's activities and its invitees
32                                       and licensees) from using the Private
33                                       Roads; and
34
35                               (iii)   at any place where any Private Roads are
36                                       constructed by the Company so as to
37                                       cross any railways or public roads
38                                       provide at its cost such reasonable
39                                       protection and signposting as may be
40                                       required by the Commissioner of Main

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                                                                         s. 29



1                                  Roads or the Public Transport Authority
2                                  as the case may be.
3
4                      (k)   The provisions of clauses 9(2)(a) and (3)
5                            regarding third party access as well as the
6                            proviso to clause 9(2)(a) shall apply mutatis
7                            mutandis to any Railway or Railway spur line
8                            constructed pursuant to this clause except that
9                            the Company shall not be obliged to transport
10                           passengers upon any such Railway or Railway
11                           spur line.
12
13               Aboriginal Heritage Act 1972 (WA)
14
15               (8)   For the purposes of this clause the Aboriginal
16                     Heritage Act 1972 (WA) applies as if it were
17                     modified by:
18
19                     (a)   the insertion before the full stop at the end of
20                           section 18(1) of the words:
21
22                           "and the expression "the Company" means the
23                           persons from time to time comprising "the
24                           Company" in their capacity as such under the
25                           agreement approved by and scheduled to the
26                           Iron Ore (Mount Newman) Agreement Act
27                           1964, as from time to time added to, varied or
28                           amended in relation to the use or proposed use
29                           of land pursuant to clause 9E of that agreement
30                           after and in accordance with approved
31                           proposals under clause 9E of that agreement
32                           and in relation to the use of that land before any
33                           such approval of proposals where the Company
34                           has the requisite authority to enter upon and so
35                           use the land";
36
37                     (b)   the insertion in sections 18(2), 18(4), 18(5) and
38                           18(7) of the words "or the Company as the case
39                           may be" after the words "owner of any land";
40


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     s. 29



1                          (c)   the insertion in section 18(3) of the words "or
2                                the Company as the case may be" after the
3                                words "the owner";
4
5                          (d)   the insertion of the following sentences at the
6                                end of section 18(3):
7
8                                 "In relation to a notice from the Company the
9                                conditions that the Minister may specify can as
10                               appropriate include, among other conditions, a
11                               condition restricting the Company's use of the
12                               relevant land to after the approval or deemed
13                               approval as the case may be under the
14                               abovementioned agreement of all of the
15                               Company's       submitted    initial  proposals
16                               thereunder for the Railway Operation (as
17                               defined in clause 9E(1) of the abovementioned
18                               agreement), or in the case of additional
19                               proposals submitted or to be submitted by the
20                               Company to after the approval or deemed
21                               approval under that agreement of such
22                               additional proposals, and to the extent so
23                               approved. "; and
24
25                         (e)   the insertion in sections 18(2) and 18(5) of the
26                               words "or it as the case may be" after the word
27                               "he".
28
29                         The Company acknowledges that nothing in this
30                         subclause (8) nor the granting of any consents under
31                         section 18 of the Aboriginal Heritage Act 1972 (WA)
32                         will constitute or is to be construed as constituting the
33                         approval of any proposals submitted or to be
34                         submitted by the Company under this Agreement or
35                         as the grant or promise of land tenure for the purposes
36                         of this Agreement.




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                                                                              s. 29



1
2                Taking of land for the purposes of this clause
3
4                (9)   (a)    The State is hereby empowered, as and for a
5                             public work under Parts 9 and 10 of the LAA,
6                             to take for the purposes of this clause any land
7                             (other than any part of a Port) which in the
8                             opinion of the Company is necessary for the
9                             relevant Railway Operation and which the
10                            Minister determines is appropriate to be taken
11                            for the relevant Railway Operation (except any
12                            land the taking of which would be contrary to
13                            the provisions of a Government agreement
14                            entered into before the submission of the
15                            proposals relating to the proposed taking) and
16                            notwithstanding any other provisions of that
17                            Act may license that land to the Company.
18
19                     (b)    In applying Parts 9 and 10 of the LAA for the
20                            purposes of this clause:
21
22                            (i)     "land" in that Act includes a legal or
23                                    equitable estate or interest in land;
24
25                            (ii)    sections 170, 171, 172, 173, 174, 175 and
26                                    184 of that Act do not apply; and
27
28                            (iii)   that Act applies as if it were modified in
29                                    section 177(2) by inserting -
30
31                                    (A)   after "railway" the following -
32
33                                          "or land is being taken pursuant to
34                                          a Government agreement as
35                                          defined in section 2 of the
36                                          Government Agreements Act 1979
37                                          (WA)"; and
38
39                                    (B)   after "that Act" the following -


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1                                             "or that Agreement as the case
2                                             may be".
3                           (c)   The Company shall pay to the State on demand
4                                 the costs of or incidental to any land taken at
5                                 the request of and on behalf of the Company
6                                 including but not limited to any compensation
7                                 payable to any holder of native title or of native
8                                 title rights and interests in the land.
9
10                   Notification of Railway Operation Date
11
12                   (10)   (a)   The Company shall from the date occurring 6
13                                months before the date for completion of
14                                construction of a Railway specified in its time
15                                program for the commencement and completion
16                                of construction of that Railway submitted under
17                                subclause (4)(a), keep the Minister fully
18                                informed as to:
19
20                                (i)    the progress of that construction and its
21                                       likely completion and commissioning;
22                                       and
23
24                                (ii)   the likely Railway Operation Date.
25
26                          (b)   The Company shall on the Railway Operation
27                                Date notify the Minister that the first carriage
28                                of iron ore, freight goods or other products as
29                                the case may be over the Railway (other than
30                                for construction or commissioning purposes)
31                                has occurred.
32
33                          (c)   The Company shall from the date occurring 6
34                                months before the date for completion of
35                                construction of a Railway spur line specified in
36                                its time program for the commencement and
37                                completion of construction of that spur line
38                                submitted under subclause (5)(c) keep the
39                                Minister fully informed as to:


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1
2                              (i)    the progress of that construction and its
3                                     likely completion and commissioning;
4                                     and
5
6                              (ii)   in respect of it, the likely Railway spur
7                                     line Operation Date.
8
9                        (d)    The Company shall on the Railway spur line
10                              Operation Date in respect of any Railway spur
11                              line notify the Minister that the first carriage of
12                              iron ore, freight goods or other products as the
13                              case may be over such spur line (other than for
14                              construction or commissioning purposes) has
15                              occurred";
16
17   (17) by inserting after paragraph (a) of clause 10 the following new
18        paragraph:
19
20        "(aa) the purposes for which the Company may in accordance
21              with paragraph (a) generate transmit and supply electricity
22              shall, without limiting paragraph (a), include the purpose of
23              supply to:
24
25               (i)      "the Company" or "Joint Venturers" as the case may
26                        be as defined in, and for the purpose of an
27                        Integration Agreement, for its or their purposes
28                        thereunder;

29               (ii)     the holders from time to time of a Mining Act 1978
30                        mining lease located in, or proximate to, the Pilbara
31                        region of the said State which is held by a Related
32                        Entity alone or with a third party or parties
33                        (excluding any mining lease granted pursuant to, or
34                        held under, a Government agreement) for the
35                        purpose of their iron ore mining operations on that
36                        mining lease; and

37               (iii)    with the prior approval of the Minister, "the
38                        Company" or "the Joint Venturers" as the case may

                                                                         page 545
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1                                be as defined in, and for the purpose of a
2                                Government agreement (excluding an Integration
3                                Agreement) for the mining of iron ore in, or
4                                proximate to, the Pilbara region of the said State for
5                                the purpose of its or their operations under that
6                                agreement;";

7            (18) in clause 10(d)(i) by inserting "or held pursuant hereto" after
8                 "granted hereunder or pursuant hereto";
9
10           (19) in clause 10(e) by:
11
12                (a)    inserting "or pursuant hereto" after "easement granted
13                       hereunder"; and
14
15                (b)    inserting "or held pursuant hereto" after "under clause 19
16                       hereof";
17
18           (20) in clause 10(l) by:
19
20                (a)    inserting "granted under or pursuant to this Agreement or
21                       held pursuant to this Agreement" after "licence or other
22                       title";
23
24                (b)    inserting "or held pursuant hereto" after the 2 references to
25                       "granted hereunder or pursuant hereto"; and
26
27                (c)    deleting "occupied by the Company" and substituting "the
28                       subject of any lease, licence, easement or other title granted
29                       under or pursuant to this Agreement or held pursuant to this
30                       Agreement";
31
32           (21) by inserting the following new sentence at the end of clause 18:
33
34                 "As a separate independent indemnity the Company will indemnify
35                 and keep indemnified the State and its servants agents and
36                 contractors in respect of all actions suits claims demands or costs
37                 of third parties arising out of or in connection with any use,
38                 making available for use or other activities of the Company as
39                 referred to in clause 9C.";

     page 546
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                               s. 29



1
2          (22) in clause 20(1) by inserting "or held pursuant hereto" after
3               "granted hereunder or pursuant hereto";
4
5          (23) by deleting clause 28; and
6
7          (24) by inserting after the Schedule the following new schedules:
8
9
10                             "SECOND SCHEDULE
11
12                            WESTERN AUSTRALIA
13
14          IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964
15
16                               MINING ACT 1978
17
18       MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
19                         PURPOSES
20
21
22   No. MISCELLANEOUS LICENCE [ ]
23
24   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
25   by and scheduled to the Iron Ore (Mount Newman) Agreement Act 1964, as
26   from time to time added to, varied or amended, the State agreed to grant to [ ]
27   (hereinafter with its successors and permitted assigns called "the Company") a
28   miscellaneous licence for the construction operation and maintenance of a
29   Railway (as defined in clause 9E(1) of the Agreement and otherwise as
30   provided in the Agreement) and, if applicable, other purposes AND
31   WHEREAS the Company pursuant to clause 9E(6)(a) of the Agreement has
32   made application for the said licence;
33
34   NOW in consideration of the rents reserved by and the provisions of the
35   Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act
36   1964, as from time to time added to, varied or amended, the Company is hereby
37   granted by this licence authority to conduct on the land the subject of this
38   licence as more particularly delineated and described from time to time in the
39   Schedule hereto all activities (including the taking of stone, sand, clay and
40   gravel, the provision of temporary accommodation facilities for the railway

                                                                          page 547
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1    workforce in accordance with the Agreement and, subject to the Rights in
2    Water and Irrigation Act 1914 (WA), the operation of water bores) necessary
3    for the planning, design, construction, commissioning, operation and
4    maintenance on the land the subject of this licence of the Railway and
5    Additional Infrastructure (as defined in clause 9E(1) of the Agreement) and
6    access roads to be located on the land the subject of this licence in accordance
7    with the provisions of the Agreement and proposals approved under the
8    Agreement, for the term of 50 years from the date hereof (subject to the sooner
9    determination of the term upon the determination of the Agreement) and upon
10   and subject to the terms covenants and conditions set out in the Agreement and
11   the Mining Act 1978 as it applies to this licence, and any amendments to the
12   Agreement and the Mining Act 1978 from time to time and to the terms and
13   conditions (if any) now or hereafter endorsed hereon and the payment of rentals
14   in respect of this licence in accordance with clause 9E(6)(a)(i) of the
15   Agreement PROVIDED ALWAYS that this licence shall not be determined or
16   forfeited otherwise than in accordance with the Agreement.
17
18   In this licence:
19
20   -          If the Company be more than one the liability of the Company
21              hereunder shall be joint and several.
22
23   -          Reference to an Act includes all amendments to that Act for the time
24              being in force and also any Act passed in substitution therefore or in
25              lieu thereof and to the regulations and by-laws of the time being in
26              force thereunder.
27
28   -          Reference to "the Agreement" means such agreement as from time to
29              time added to, varied or amended.
30
31   -          The terms "approved proposals", "Railway", "Railway Operation
32              Date", and "Railway spur line" have the meanings given in the
33              Agreement.
34




     page 548
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                              s. 29



1    ENDORSEMENTS AND CONDITIONS
2
3    Endorsements
4
5    1.      This licence is granted in accordance with proposals submitted on
6            [ ], and approved by the Minister (as defined in the Agreement) on
7            [ ], under the Agreement.
8
9    2.      The Company is permitted to, in accordance with approved proposals,
10           take stone, sand, clay and gravel from the land the subject of this
11           licence for the construction, operation and maintenance of the
12           Railway (including any Railway spur line) constructed within or
13           approved for construction within the area of land the subject of this
14           licence.
15
16   3.      Notwithstanding the Mining Act 1978, no royalty shall be payable
17           under the Mining Act 1978 in respect of stone, sand, clay and gravel
18           which the Company is permitted by the Agreement to obtain from the
19           land the subject of this licence.
20
21   4.      [Any further endorsement which the Minister for Mines may,
22           consistent with the provisions of the Agreement, determines and
23           thereafter impose in respect of this licence including during the term
24           of the Agreement.]
25
26   Conditions
27
28   1.      (a)      Except as provided in paragraph (b), the Company shall
29                    within 2 years after the Railway Operation Date surrender in
30                    accordance with the provisions of the Mining Act 1978 the
31                    area of this licence down to a maximum of 100 metres width
32                    or as otherwise approved by the Minister (as defined in the
33                    Agreement) for the safe operation of the Railway then
34                    constructed or approved for construction under approved
35                    proposals.
36
37           (b)      Paragraph (a) shall not apply to land the subject of this
38                    licence that was included in this licence pursuant to clause
39                    9E(6)(h) or clause 9E(6)(i) of the Agreement.


                                                                         page 549
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1
2    2.          The Company shall as soon as possible after the construction of a
3                Railway spur line or of an expansion or extension thereof as the case
4                may be surrender in accordance with the Mining Act 1978 the land
5                the subject of this licence that was included in this licence pursuant
6                to clause 9E(6)(h) of the Agreement for the purpose of such
7                construction down to a maximum of 100 metres in width or as
8                otherwise approved by the Minister (as defined in the Agreement)
9                for the safe operation of that Railway spur line or expansion or
10               extension thereof as the case may be then constructed or approved
11               for construction under approved proposals.
12
13   3.         [Any further conditions which the Minister for Mines may, consistent
14              with the provisions of the Agreement, determines and thereafter
15              impose in respect of this licence including during the term of the
16              Agreement.]
17
18                                     SCHEDULE
19
20                                   Land description
21
22   Locality:
23   Mineral Field
24   Area:
25
26   DATED at Perth this                          day of                        .
27
28   MINISTER FOR MINES
29
30




     page 550
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                               s. 29



1                                THIRD SCHEDULE
2
3                             WESTERN AUSTRALIA
4
5           IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964
6
7                                MINING ACT 1978
8
9       MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.   MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
15   by and scheduled to the Iron Ore (Mount Newman) Agreement Act 1964, as
16   from time to time added to, varied or amended, the State agreed to grant to
17   [     ] (hereinafter with its successors and permitted assigns called "the
18   Company") a miscellaneous licence for the construction use and maintenance
19   of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the
20   Company pursuant to clause 9E(6)(a)(ii) of the Agreement has made
21   application for the said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act
25   1964, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in
28   accordance with the provisions of the Agreement and proposals approved under
29   the Agreement for a term of 4 years commencing on the date hereof (subject to
30   the sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies
33   to this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 9E(6)(a)(ii) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




                                                                          page 551
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1    In this licence:
2
3    -          If the Company be more than one the liability of the Company
4               hereunder shall be joint and several.
5
6    -          Reference to an Act includes all amendments to that Act for the time
7               being in force and also any Act passed in substitution therefore or in
8               lieu thereof and to the regulations and by-laws of the time being in
9               force thereunder.
10
11   -          Reference to "the Agreement" means such agreement as from time to
12              time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.         This licence is granted in accordance with proposals submitted on
19              [ ], and approved by the Minister (as defined in the Agreement) on
20              [ ], under the Agreement.
21
22   2.         [Any further endorsement which the Minister for Mines may,
23              consistent with the provisions of the Agreement, determines and
24              thereafter impose in respect of this licence including during the term
25              of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




     page 552
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                            s. 29



1                                  SCHEDULE
2
3                               Description of land
4
5    Locality:
6    Mineral Field:
7    Area:
8
9    DATED at Perth this                     day of                     .
10
11   MINISTER FOR MINES
12




                                                                     page 553
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1                               FOURTH SCHEDULE
2
3                             WESTERN AUSTRALIA
4
5            IRON ORE (MOUNT NEWMAN) AGREEMENT ACT 1964
6
7                                MINING ACT 1978
8
9       MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.     MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") approved
15   by and scheduled to the Iron Ore (Mount Newman) Agreement Act 1964, as
16   from time to time added to, varied or amended, the State agreed to grant to
17   [     ] (hereinafter with its successors and permitted assigns called "the
18   Company") a miscellaneous licence for the construction use and maintenance
19   of a Lateral Access Road (as defined in the Agreement) AND WHEREAS the
20   Company pursuant to clause 9E(6)(b) of the Agreement has made application
21   for the said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Mount Newman) Agreement Act
25   1964, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in
28   accordance with the provisions of the Agreement and proposals approved under
29   the Agreement for a term of 4 years commencing on the date hereof (subject to
30   the sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies
33   to this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 9E(6)(b) of the Agreement PROVIDED ALWAYS that
37   this licence shall not be determined or forfeited otherwise than in accordance
38   with the Agreement.
39




     page 554
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                                s. 29



1    In this licence:
2
3    -         If the Company be more than one the liability of the Company
4              hereunder shall be joint and several.
5
6    -         Reference to an Act includes all amendments to that Act for the time
7              being in force and also any Act passed in substitution therefore or in
8              lieu thereof and to the regulations and by-laws of the time being in
9              force thereunder.
10
11   -         Reference to "the Agreement" means such agreement as from time to
12             time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.        This licence is granted in accordance with proposals submitted on
19             [ ], and approved by the Minister (as defined in the Agreement) on
20             [ ], under the Agreement.
21
22   2.        [Any further endorsement which the Minister for Mines may,
23             consistent with the provisions of the Agreement, determines and
24             thereafter impose in respect of this licence including during the term
25             of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




                                                                           page 555
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1                                SCHEDULE
2
3                              Description of land
4
5    Locality:
6    Mineral Field:
7    Area:
8
9    DATED at Perth this                    day of                   .
10
11   MINISTER FOR MINES         ".
12
13
14




     page 556
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Mount Newman) Agreement Act 1964 amended            Part 7

                                                                               s. 29



1    EXECUTED as a deed.
2
3    SIGNED by THE HONOURABLE                       )
4    COLIN JAMES BARNETT                            )    [Signature]
5    in the presence of:                            )
6
             [Signature]
          STEPHEN WOOD
7
8
9
10   EXECUTED by BHP BILLITON                   )
11   MINERALS PTY. LTD. ACN 008 694             )
12   782 in accordance with section 127(1) of   )
13   the Corporations Act                       )
14
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
15
     STEWART HART                    ROBIN B LEES
     Name of Director                Name of Director/Company Secretary
16
17
18
19   EXECUTED by MITSUI-ITOCHU                  )
20   IRON PTY. LTD. ACN 008 702 761             )
21   in accordance with section 127(1)          )
22   of the Corporations Act                    )
23
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
24
     RYUZO NAKAMURA                  GAVIN PETER PATTERSON
     Name of Director                Name of Director/Company Secretary
25
26




                                                                        page 557
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 7         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 29



1    Signed by Shuzaburo Tsuchihashi as    )
2    attorney for ITOCHU MINERALS &        )
3    ENERGY OF AUSTRALIA PTY.              )
4    LTD. ACN 009 256 259 under power      )
5    of attorney dated 12 November 2010    )
6    in the presence of:                   )
7
     [Signature]                 [Signature]
     Signature of witness        Shuzaburo Tsuchihashi
8
     YASUSHI FUKUMURA
     Name of witness (print)
9
10




     page 558
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                             s. 30



 1     Part 8 -- Iron Ore (Mount Goldsworthy) Agreement
 2                    Act 1964 amended
 3   30.         Act amended
 4               This Part amends the Iron Ore (Mount Goldsworthy) Agreement
 5               Act 1964.

 6   31.         Section 3 amended
 7         (1)   At the end of section 3 insert:
 8

 9                     the fourth Variation Agreement means the agreement
10                     a copy of which is set out in the Fifth Schedule.
11

12         (2)   In section 3 in the definition of the third Variation Agreement
13               delete "Schedule." and insert:
14

15               Schedule;
16


17   32.         Sections 5B and 5C inserted
18               After section 5A insert:
19


20           5B.       Fourth Variation Agreement
21               (1)   The fourth Variation Agreement is ratified.
22               (2)   The implementation of the fourth Variation Agreement
23                     is authorised.
24               (3)   Without limiting or otherwise affecting the application
25                     of the Government Agreements Act 1979, the fourth
26                     Variation Agreement is to operate and take effect
27                     despite any other Act or law.



                                                                         page 559
    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
    Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

    s. 33



1           5C.     State empowered under clause 9E(9)(a)
2                   The State has power in accordance with
3                   clause 9E(9)(a) of the Agreement.
4


5   33.        Fifth Schedule inserted
6              After the Fourth Schedule insert:




    page 560
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                       s. 33



 1          Fifth Schedule -- Fourth Variation Agreement
 2                                                                     [s. 3]
 3                                    2010
 4
 5
 6
 7            THE HONOURABLE COLIN JAMES BARNETT
 8         PREMIER OF THE STATE OF WESTERN AUSTRALIA
 9
10                                    AND
11
12                 BHP BILLITON MINERALS PTY. LTD.
13                          ACN 008 694 782
14
15             MITSUI IRON ORE CORPORATION PTY. LTD.
16                          ACN 050 157 456
17
18      ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
19                      ACN 009 256 259
20
21
22    ___________________________________________________________
23
24       IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT 1964
25
26                RATIFIED VARIATION AGREEMENT
27    ___________________________________________________________
28
29
30
31                             [Solicitor's details]
32
33
34
35
36
37
38
39
40


                                                                   page 561
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6
 7   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 8   State of Western Australia, acting for and on behalf of the said State and
 9   instrumentalities thereof from time to time (State)
10
11   AND
12
13   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
14   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI
15   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16,
16   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
17   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
18   of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia
19   (Joint Venturers).
20
21
22   RECITALS
23
24   A.      The State and the Joint Venturers are now the parties to the agreement
25           dated 15 October 1964 approved by and scheduled to the Iron Ore
26           (Mount Goldsworthy) Agreement Act 1964 and which as subsequently
27           added to, varied or amended is referred to in this Agreement as the
28           "Principal Agreement".

29   B.         The State and the Joint Venturers wish to vary the Principal
30              Agreement.
31
32
33   THE PARTIES AGREE AS FOLLOWS:
34
35   1.      Subject to the context, the words and expressions used in this Agreement
36           have the same meanings respectively as they have in and for the purpose
37           of the Principal Agreement.




     page 562
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                               s. 33



 1   2.   The State shall sponsor a Bill in the Parliament of Western Australia to
 2        ratify this Agreement and shall endeavour to secure its passage as an Act
 3        prior to 31 December 2010 or such later date as the parties may agree.

 4   3.   (a)   Clause 4 does not come into operation unless or until an Act
 5              passed in accordance with clause 2 ratifies this Agreement.

 6        (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
 7              clause 2, clause 4 has not come into operation then unless the
 8              parties otherwise agree this Agreement shall cease and determine
 9              and neither party shall have any claim against the other party with
10              respect to any matter or thing arising out of or done or performed
11              or omitted to be done or performed under this Agreement.

12   4.   The Principal Agreement is varied as follows:

13        (1)   in clause 1:

14              (a)   by deleting the existing definitions of "beneficiated ore",
15                    "deemed f.o.b. value", "fine ore", "low grade run of mine
16                    iron ore" and "lump ore";

17              (b)   by inserting in the appropriate alphabetical positions the
18                    following new definitions:

19                    "approved proposal" means a proposal approved or
20                    determined under this Agreement;

21                    "beneficiated ore" means iron ore that has been concentrated
22                    or upgraded (otherwise than solely by crushing, screening,
23                    separating by hydrocycloning or a similar technology which
24                    uses primarily size as a criterion, washing, scrubbing,
25                    trommelling or drying or by a combination of 2 or more of
26                    those processes) by the Joint Venturers in a plant constructed
27                    pursuant to a proposal approved pursuant to an Integration
28                    Agreement or in such other plant as is approved by the
29                    Minister after consultation with the Minister for Mines and
30                    "beneficiation" and "beneficiate" have corresponding
31                    meanings;




                                                                          page 563
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                   "deemed f.o.b. value" means an agreed or determined value
 2                   of the iron ore as if the iron ore was sold f.o.b. at the deemed
 3                   f.o.b. point as at:

 4                   (a)     in the case of iron ore the property of the Joint
 5                           Venturers which is shipped out of the said State, the
 6                           date of shipment; and

 7                   (b)     in any other case, the date of sale, transfer of
 8                           ownership, disposal or use as the case may be;

 9                    "EP Act" means the Environmental Protection Act 1986
10                    (WA);

11                    "fine ore" means iron ore (not being beneficiated ore) which
12                    is screened and will pass through a 6.3 millimetre mesh
13                    screen;

14                    "Government agreement" has the meaning given in the
15                    Government Agreements Act 1979 (WA);

16                    "Integration Agreement" means:
17
18                    (a)   the agreement approved by and scheduled to the Iron
19                          Ore (Hamersley Range) Agreement Act 1963, as from
20                          time to time added to, varied or amended; or

21                    (b)   the agreement approved by and scheduled to the Iron
22                          Ore (Robe River) Agreement Act 1964, as from time
23                          to, time added to varied or amended; or

24                    (c)   the agreement approved by and scheduled to the Iron
25                          Ore (Hamersley Range) Agreement Act Amendment
26                          Act 1968, as from time to time added to, varied or
27                          amended; or

28                    (d)   the agreement ratified by and scheduled to the Iron
29                          Ore (Mount Bruce) Agreement Act 1972, as from time
30                          to time added to, varied or amended; or




     page 564
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                                 s. 33



 1                  (e)   the agreement ratified by and scheduled to the Iron
 2                        Ore (Hope Downs) Agreement Act 1992, as from time
 3                        to time added to, varied or amended; or

 4                  (f)   the agreement ratified by and scheduled to the Iron
 5                        Ore (Yandicoogina) Agreement Act 1996, as from
 6                        time to time added to, varied or amended; or

 7                  (g)   the agreement approved by and scheduled to the Iron
 8                        Ore (Mount Newman) Agreement Act 1964, as from
 9                        time to time added to, varied or amended; or

10                  (h)   the agreement approved by and scheduled to the Iron
11                        Ore (Mount Goldsworthy) Agreement Act 1964, as
12                        from time to time added to, varied or amended; or

13                  (i)   the agreement ratified by and scheduled to the Iron
14                        Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
15                        as from time to time added to, varied or amended; or

16                  (j)   the agreement authorised by and as scheduled to the
17                        Iron Ore (McCamey's Monster) Agreement
18                        Authorisation Act 1972, as from time to time added to,
19                        varied or amended; or

20                  (k)   the agreement ratified by and scheduled to the Iron
21                        Ore (Marillana Creek) Agreement Act 1991, as from
22                        time to time added to, varied or amended;

23                  "Integration Proponent" means in relation to an Integration
24                  Agreement, "the Company" or "the Joint Venturers" as the
25                  case may be as defined in, and for the purpose of, that
26                  Integration Agreement;

27                  "iron ore" includes, without limitation, beneficiated ore;

28                  "laws relating to native title" means laws applicable from
29                  time to time in the said State in respect of native title and
30                  includes the Native Title Act 1993 (Commonwealth);




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 1                    "loading port" means:
 2
 3                    (a)   the Port of Dampier; or
 4
 5                    (b)   Port Walcott; or
 6
 7                    (c)   the Port of Port Hedland; or
 8
 9                    (d)   any other port constructed after the variation date
10                          under an Integration Agreement; or
11
12                    (e)   such other port approved by the Minister at the
13                          request of the Joint Venturers from time to time for
14                          the shipment of iron ore from the mineral lease;

15                    "lump ore" means iron ore (not being beneficiated ore)
16                    which is screened and will not pass through a 6.3 millimetre
17                    mesh screen;

18                    "Mining Act 1978" means the Mining Act 1978 (WA);

19                    "Minister for Mines" means the Minister in the Government
20                    of the said State for the time being responsible (under
21                    whatsoever title) for the administration of the Mining Act
22                    and the Mining Act 1978 (WA);
23
24                    "Related Entity" means a company in which:
25
26                    (a)   as at 21 June 2010; and
27
28                    (b)   after 21 June 2010, with the approval of the Minister,
29
30                    a direct or (through a subsidiary or subsidiaries within the
31                    meaning of the Corporations Act 2001 (Commonwealth))
32                    indirect shareholding of 20% or more is held by:
33
34                    (c)   Rio Tinto Limited ABN 96 004 458 404; or
35
36                    (d)   BHP Billiton Limited ABN 49 004 028 077; or
37




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 1                  (e)    those companies referred to in paragraphs (c) and (d)
 2                         in aggregate;
 3
 4                  "variation date" means the date on which clause 4 of the
 5                  variation agreement made on or about 17 November 2010
 6                  between the State and the Joint Venturers comes into
 7                  operation;

 8          (c)     in the definition of "agreed or determined" by:

 9                  (i)    inserting "(following if requested by the Joint
10                         Venturers, consultation with the Joint Venturers and
11                         their consultants in regard thereto)" after "determined
12                         by the Minister";

13                  (ii)   deleting "assessed at" and substituting "assessed on";
14                         and

15                  (iii) deleting all the words after "shall have regard to" and
16                        substituting a colon followed by:

17                         "(i)   in the case of iron ore initially sold at cost
18                                pursuant to paragraph (B) of the proviso to
19                                clause 9(2)(e), the prices for that type of iron
20                                ore prevailing at the time the price for such iron
21                                ore was agreed between the arm's length
22                                purchaser referred to in paragraph (B)(iii) of
23                                that proviso and the seller in relation to the type
24                                of sale and the relevant international seaborne
25                                iron ore market into which such iron ore was
26                                sold and where prices beyond the deemed f.o.b.
27                                point are being considered the deductions
28                                mentioned in the definition of f.o.b. value; and

29                         (ii)   in any other case, the prices for that type of iron
30                                ore prevailing at the time the price for such iron
31                                ore was agreed between the Joint Venturers and
32                                the purchaser in relation to the type of sale and
33                                the market into which such iron ore was sold
34                                and where prices beyond the deemed f.o.b.


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 1                                  point are being considered the deductions
 2                                  mentioned in the definition of f.o.b. value";
 3
 4              (d)   in the definition of "deemed f.o.b. point" by deleting "Joint
 5                    Venturers' wharf" and substituting "relevant loading port";

 6              (e)   in the definition of "f.o.b. value":

 7                    (i)     in paragraph (i) by:

 8                            (A)   inserting "subject to paragraph (ii)," before "in
 9                                  the case";

10                            (B)   deleting "(including from any wharf approved
11                                  by the Minister under Clause 9(2)(e))";

12                            (C)   deleting "assessed at" and substituting "assessed
13                                  on";

14                            (D)   deleting "Joint Venturers' wharf or other wharf
15                                  approved from time to time by the Minister for
16                                  the purpose or other wharf approved by the
17                                  Minister under clause 9(2)(e) as the case may
18                                  be" and substituting "relevant loading port";
19                                  and

20                            (E)   in paragraph (6), inserting "after loading on and
21                                  departure of ship from the relevant loading
22                                  port" after "agency charges";

23                    (ii)    renumbering paragraph (ii) as paragraph (iii); and

24                    (iii)   inserting after paragraph (i) the following new
25                            paragraph:

26                            "in the case of iron ore initially sold at cost pursuant
27                            to paragraph (B) of the proviso to clause 9(2)(e), the
28                            price which is payable for the iron ore by the arm's
29                            length purchaser as referred to in paragraph (B)(iii) of
30                            that proviso or, where the Minister considers,
31                            following advice from the appropriate Government


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 1                         department, that the price payable in respect of the
 2                         iron ore does not represent a fair and reasonable
 3                         market value for that type of iron ore assessed on an
 4                         arm's length basis in the relevant international
 5                         seaborne iron ore market, such amount as is agreed or
 6                         determined as representing such a fair and reasonable
 7                         market value, less all duties, taxes, costs and charges
 8                         referred to in paragraph (i) above";

 9             (f)   in the definition of "Joint Venturers' wharf" by inserting
10                   "and in clauses 9(2)(e) and (f) also any additional wharf
11                   constructed by the Joint Venturers pursuant to this
12                   Agreement" before the semi colon;

13             (g)   in the definition of "mineral lease" by inserting "and
14                   includes any areas added to any such mineral lease pursuant
15                   to clause 9A" before the semi colon;
16
17             (h)   in the definition of "secondary processing" by deleting
18                   "concentration or other beneficiation of iron ore other than
19                   by crushing or screening" and substituting "beneficiation of
20                   iron ore";
21
22             (i)   in the sentence commencing "marginal notes" by inserting
23                   "and clause headings" after "marginal notes"; and
24
25             (j)   by inserting at the end of clause 1 the following new
26                   sentences:
27
28                   "Words in the singular shall include the plural and words in
29                   the plural shall include the singular according to the
30                   requirements of the context.
31
32                   Nothing in this Agreement shall be construed:
33
34                   (a)   to exempt the Joint Venturers from compliance with
35                         any requirement in connection with the protection of
36                         the environment arising out of or incidental to their
37                         activities under this Agreement that may be made by
38                         or under the EP Act; or
39


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 1                       (b)    to exempt the State or the Joint Venturers from
 2                              compliance with or to require the State or the Joint
 3                              Venturers to do anything contrary to any laws relating
 4                              to native title or any lawful obligation or requirement
 5                              imposed on the State or the Joint Venturers as the case
 6                              may be pursuant to any laws relating to native title; or
 7
 8                       (c)    to exempt the Joint Venturers from compliance with
 9                              the provisions of the Aboriginal Heritage Act 1972
10                              (WA).";

11           (2)   by inserting after clause 7 the following new clauses:

12                 "Additional Proposals

13                 7A.   (1)    If the Joint Venturers, at any time during the
14                              continuance of this Agreement after the variation date,
15                              desire to significantly modify, expand or otherwise
16                              vary their activities carried on pursuant to this
17                              Agreement (other than under clauses 11, 12 or 9E)
18                              beyond those activities specified in any proposals
19                              approved pursuant to clause 6 they shall give notice of
20                              such desire to the Minister and within 2 months
21                              thereafter shall submit to the Minister detailed
22                              proposals in respect of all matters covered by such
23                              notice and such of the other matters mentioned in
24                              clause 5(2)(a) as the Minister may require.

25                       (2)    A proposal may with the consent of the Minister
26                              (except in relation to an Integration Agreement) and
27                              that of any parties concerned (being in respect of an
28                              Integration Agreement the Integration Proponent for
29                              that agreement) provide for the use by the Joint
30                              Venturers of any works installations or facilities
31                              constructed or established under a Government
32                              agreement.

33                       (3)    Each of the proposals pursuant to subclause (1) may
34                              with the approval of the Minister, or shall if so
35                              required by the Minister, be submitted separately and


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 1                        in any order as to any matter or matters in respect of
 2                        which such proposals are required to be submitted.

 3                  (4)   At the time when the Joint Venturers submit the said
 4                        proposals they shall submit to the Minister details of
 5                        any services (including any elements of the project
 6                        investigations, design and management) and any
 7                        works materials, plant, equipment and supplies that
 8                        they propose to consider obtaining from or having
 9                        carried out or permitting to be obtained from or
10                        carried out outside Australia together with their
11                        reasons therefor and shall, if required by the Minister,
12                        consult with the Minister with respect thereto.

13                  (5)   The Joint Venturers may withdraw their proposals
14                        pursuant to subclause (1) at any time before approval
15                        thereof, or where any decision in respect thereof is
16                        referred to arbitration as referred to in clause 7B,
17                        within 3 months after the award by notice to the
18                        Minister that they shall not be proceeding with the
19                        same.

20             Consideration of Joint Venturers' proposals under clause 7A

21             7B. (1)    In respect of each proposal pursuant to subclause (1)
22                        of clause 7A the Minister shall:
23
24                        (a)   subject to the limitations set out below, refuse
25                              to approve the proposal (whether it requests the
26                              grant of new tenure or not) if the Minister is
27                              satisfied on reasonable grounds that it is not in
28                              the public interest for the proposal to be
29                              approved; or
30
31                        (b)   approve of the proposal without qualification or
32                              reservation; or
33
34                        (c)   defer consideration of or decision upon the
35                              same until such time as the Joint Venturers
36                              submit a further proposal or proposals in
37                              respect of some other of the matters mentioned

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 1                                 in clause 7A(1) not covered by the said
 2                                 proposal; or
 3
 4                         (d)     require as a condition precedent to the giving of
 5                                 his approval to the said proposal that the Joint
 6                                 Venturers make such alteration thereto or
 7                                 comply with such conditions in respect thereto
 8                                 as he thinks reasonable, and in such a case the
 9                                 Minister shall disclose his reasons for such
10                                 conditions,
11
12                         PROVIDED ALWAYS that where implementation of
13                         any proposals hereunder has been approved pursuant
14                         to the EP Act subject to conditions or procedures, any
15                         approval or decision of the Minister under this clause
16                         shall if the case so requires incorporate a requirement
17                         that the Joint Venturers make such alterations to the
18                         proposals as may be necessary to make them accord
19                         with those conditions or procedures.
20
21                         In considering whether to refuse to approve a proposal
22                         the Minister is to assess whether or not the
23                         implementation of the proposal by itself, or together
24                         with any one or more of the other submitted proposals,
25                         will:
26
27                         (i)     detrimentally affect economic and orderly
28                                 development in the said State, including without
29                                 limitation, infrastructure development in the
30                                 said State; or
31
32                         (ii)    be contrary to or inconsistent with the planning
33                                 and development policies and objectives of the
34                                 State; or
35
36                         (iii)   detrimentally affect the rights and interests of
37                                 third parties; or
38
39                         (iv)    detrimentally affect access to and use by others
40                                 of the lands the subject of any grant or proposed
41                                 grant to the Joint Venturers.

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 1                        The right to refuse to approve a proposal conferred by
 2                        paragraph (a) may only be exercised in respect of a
 3                        proposal where the Minister is satisfied on reasonable
 4                        grounds that a purpose of the proposal is the integrated
 5                        use of works installations or facilities (as defined in
 6                        subclause (7) of clause 9C for the purpose of that
 7                        clause) as contemplated by clause 9C. It may not be so
 8                        exercised in respect of a proposal if pursuant to clause
 9                        7C(5) the Minister, prior to the submission of the
10                        proposal, advised the Joint Venturers in writing that
11                        the Minister has no public interest concerns (as defined
12                        in that clause) with the single preferred development
13                        (as referred to in clause 7C(5)(a)) the subject of the
14                        submitted proposals and those proposals are consistent
15                        (as to their substantive scope and content) with the
16                        information provided to the Minister pursuant to clause
17                        7C(5) in respect of that single preferred development.
18
19                  (2)   The Minister shall within 2 months after receipt of
20                        proposals pursuant to clause 7A(1) give notice to the
21                        Joint Venturers of his decision in respect to the
22                        proposals, PROVIDED THAT where a proposal is to
23                        be assessed under Part IV of the EP Act the Minister
24                        shall only give notice to the Joint Venturers of his
25                        decision in respect to the proposal within 2 months
26                        after service on him of an authority under section
27                        45(7) of the EP Act.
28
29                  (3)   If the decision of the Minister is as mentioned in
30                        either of paragraphs (a), (c) or (d) of subclause (1) the
31                        Minister shall afford the Joint Venturers full
32                        opportunity to consult with him and should they so
33                        desire to submit new or revised proposals either
34                        generally or in respect to some particular matter.
35
36                  (4)   If the decision of the Minister is as mentioned in
37                        either of paragraphs (c) or (d) of subclause (1) and the
38                        Joint Venturers consider that the decision is
39                        unreasonable the Joint Venturers within 2 months
40                        after receipt of the notice mentioned in subclause (2)
41                        may elect to refer to arbitration in the manner

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 1                          hereinafter provided the question of the
 2                          reasonableness of the decision PROVIDED THAT
 3                          any requirement of the Minister pursuant to the
 4                          proviso to subclause (1) shall not be referable to
 5                          arbitration hereunder. A decision of the Minister
 6                          under paragraph (a) of subclause (1) shall not be
 7                          referable to arbitration under this Agreement.
 8
 9                    (5)   If by the award made on the arbitration pursuant to
10                          subclause (4) the dispute is decided in favour of the
11                          Joint Venturers the decision shall take effect as a
12                          notice by the Minister that he is so satisfied with and
13                          approves the matter or matters the subject of the
14                          arbitration.
15
16                    (6)   The Joint Venturers shall implement the approved
17                          proposals in accordance with the terms thereof.
18
19                    (7)   Notwithstanding clause 21, the Minister may during
20                          the implementation of approved proposals approve
21                          variations to those proposals.
22
23              Notification of possible proposals
24
25              7C.   (1)   If the Joint Venturers, upon completion of a pre-
26                          feasibility study in respect of any matter that would
27                          require the submission and approval of proposals
28                          pursuant to this Agreement (being proposals which
29                          will have as their purpose, or one of their purposes,
30                          the integrated use of works installations or facilities as
31                          contemplated by clause 9C) for the matter to be
32                          undertaken, intends to further consider the matter with
33                          a view to possibly submitting such proposals they
34                          shall promptly notify the Minister in writing giving
35                          reasonable particulars of the relevant matter.
36
37                    (2)   Within one (1) month after receiving the notification
38                          the Minister may, if the Minister so wishes, inform the
39                          Joint Venturers of the Minister's views of the matter at
40                          that stage.
41


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                                                                                  s. 33



 1                  (3)   If the Joint Venturers are informed of the Minister's
 2                        views, they shall take them into account in deciding
 3                        whether or not to proceed with their consideration of
 4                        the matter and the submission of proposals.
 5
 6                  (4)   Neither the Minister's response nor the Minister
 7                        choosing not to respond shall in any way limit,
 8                        prejudice or otherwise affect the exercise by the
 9                        Minister of the Minister's powers, or the performance
10                        of the Minister's obligations, under this Agreement or
11                        otherwise under the laws from time to time of the said
12                        State.
13
14                  (5)   (a)   This subclause applies where the Joint
15                              Venturers have settled upon a single preferred
16                              development a purpose of which is the
17                              integrated use of works installations or facilities
18                              (as defined in subclause (7) of clause 9C for the
19                              purpose of that clause) as contemplated by
20                              clause 9C.
21
22                        (b)   For the purpose of this subclause "public
23                              interest concerns" means any concern that
24                              implementation of the single preferred
25                              development or any part of it will:
26
27                              (i)     detrimentally affect economic and
28                                      orderly development in the said State,
29                                      including       without      limitation,
30                                      infrastructure development in the said
31                                      State; or
32
33                              (ii)    be contrary to or inconsistent with the
34                                      planning and development policies and
35                                      objectives of the State; or
36
37                              (iii)   detrimentally affect the         rights    and
38                                      interests of third parties; or
39




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 1                               (iv)    detrimentally affect access to and use by
 2                                       others of lands the subject of any grant
 3                                       or proposed grant to the Joint Venturers.
 4
 5                         (c)   At any time prior to submission of proposals
 6                               the Joint Venturers may give to the Minister
 7                               notice of their single preferred development
 8                               and request the Minister to confirm that the
 9                               Minister has no public interest concerns with
10                               that single preferred development.
11
12                         (d)   The Joint Venturers shall furnish to the
13                               Minister with their notice reasonable particulars
14                               of the single preferred development including,
15                               without limitation:
16
17                               (i)     as to the matters that would be required
18                                       to be addressed in submitted proposals;
19                                       and
20
21                               (ii)    their progress in undertaking any
22                                       feasibility or other studies or matters to
23                                       be completed before submission of
24                                       proposals; and
25
26                               (iii)   their timetable for obtaining required
27                                       statutory and other approvals in relation
28                                       to the submission and approval of
29                                       proposals; and
30
31                               (iv)    their tenure requirements.
32
33                         (e)   If so required by the Minister, the Joint
34                               Venturers will provide to the Minister such
35                               further information regarding the single
36                               preferred development as the Minister may
37                               require from time to time for the purpose of
38                               considering the Joint Venturers' request and
39                               also     consult    with    the Minister or
40                               representatives or officers of the State in regard
41                               to the single preferred development.

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                                                                                  s. 33



 1                         (f)    Within 2 months after receiving the notice (or
 2                                if the Minister requests further information,
 3                                within 2 months after the provision of that
 4                                information) the Minister must advise the Joint
 5                                Venturers:
 6
 7                                (i)        that the Minister has no public interest
 8                                            concerns with the single preferred
 9                                            development; or

10                                (ii)       that he is not then in a position to advise
11                                            that he has no public interest concerns
12                                            with the single preferred development
13                                            and the Minister's reasons in that
14                                            regard.

15                         (g)    If the Minister gives the advice mentioned in
16                                paragraph (f)(ii) the Joint Venturers may,
17                                should they so desire, give a further request to
18                                the Minister in respect of a revised or alternate
19                                single preferred development and the
20                                provisions of this subclause shall apply mutatis
21                                mutandis thereto.";

22             (3)   in clause 8(2)(b) by:

23                   (a)   deleting "clause 6" and substituting "clauses 6, 7B, 11
24                         or 12";

25                   (b)   in sub-paragraph (i):

26                         (A) inserting "or cause to be granted" after "grant";

27                         (B)   in the paragraph beginning "at peppercorn
28                               rental", deleting "the harbour area";

29                         (C)   inserting after that paragraph the following new
30                               paragraph:




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 1                                   "at commercial rentals, licence or easement fees
 2                                   as applicable - leases, licences or easements
 3                                   within the Port of Port Hedland; and";

 4                           (D) inserting "the Port Authorities Act 1999 (WA)"
 5                               after "1926"; and

 6                           (E)     inserting "installations or facilities" after "for
 7                                   their works"; and

 8                    (c)    in subparagraph        (ii),   deleting   "and   iron   ore
 9                           concentrates";

10              (4)   by inserting after subclause (4) of clause 8 the following new
11                    subclause:

12                    "(4a) The provisions of subclause (2) of this clause shall not
13                          operate so as to require the said State to grant or vary,
14                          or cause to be granted or varied, any lease licence or
15                          other right or title until all processes necessary under
16                          any laws relating to native title to enable that grant or
17                          variation to proceed, have been completed;"

18              (5)   in clause 9(2) by deleting paragraph (e) and substituting the
19                    following new paragraphs:

20                    "(e)   ship, or procure the shipment of, all iron ore mined
21                           from the mineral lease and sold:

22                           (i)     from the Joint Venturers' wharf; or

23                           (ii)    from any other wharf in a loading port which
24                                   wharf has been constructed under an Integration
25                                   Agreement; or

26                           (iii)   with the Minister's approval given before
27                                   submission of proposals in that regard, from
28                                   any other wharf in a loading port which wharf
29                                   has been constructed under another Government
30                                   agreement     (excluding     the    Integration
31                                   Agreements),


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 1                        and use their best endeavours to obtain therefor the
 2                        best price possible having regard to market conditions
 3                        from time to time prevailing PROVIDED THAT:

 4                        (A)    this paragraph shall not apply to iron ore used
 5                               for secondary processing or for the industry for
 6                               additional upgrading of beneficiated ore in any
 7                               part of the said State lying north of the twenty
 8                               sixth parallel of latitude; and

 9                        (B)    iron ore from the mineral lease may be sold by
10                               the Joint Venturers prior to or at the time of the
11                               shipment under this Agreement at a price equal
12                               to the production costs in respect of that iron
13                               ore up to the point of sale, if:

14                                (i)     the Minister is notified before the
15                                        time of shipment that the sale is to be
16                                        made at cost, providing details of the
17                                        proposed sale; and

18                                (ii)    the Minister is notified of the
19                                        proposed arm's length purchaser in
20                                        the relevant international seaborne
21                                        iron ore market of the iron ore the
22                                        subject of the proposed sale at cost;
23                                        and

24                                (iii)   there is included in the return lodged
25                                        pursuant     to     subclause     (2)(k)
26                                        particulars of the transaction in which
27                                        the ore sold at cost was subsequently
28                                        purchased in the relevant international
29                                        seaborne iron ore market by an arm's
30                                        length purchaser specifying the
31                                        purchaser, the seller, the price and the
32                                        date when the sale was agreed
33                                        between the arm's length purchaser
34                                        and the seller; and




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 1                                  (iv)     the arm's length purchaser referred to
 2                                           in (iii) above is not then a designated
 3                                           purchaser as referred to in subclause
 4                                           (2)(ea);

 5                    Designated purchaser

 6                    (ea) if required by notice in writing from the Minister,
 7                         provide the Minister within 30 days after receiving the
 8                         notice with evidence that the transaction as included in
 9                         the return pursuant to paragraph (B)(iii) of subclause
10                         (2)(e) was a sale in the relevant international seaborne
11                         iron ore market to an independent participant in that
12                         market. If no evidence is provided or the Minister is
13                         not so satisfied on the evidence provided or other
14                         information obtained, the Minister may by notice to
15                         the Joint Venturers designate the purchaser to be a
16                         designated purchaser and that designation will remain
17                         in force unless and until lifted by further notice from
18                         the Minister to the Joint Venturers. For the avoidance
19                         of doubt and without limiting the Minister's discretion
20                         above, the parties acknowledge that marketing entities
21                         forming part of a corporate group that includes the
22                         majority Joint Venturer (or part of a parallel corporate
23                         group if that Joint Venturer is part of a dual-listed
24                         corporate structure) are not independent participants
25                         for the purposes of this subclause;";

26              (6)   in clause 9(2)(j) by deleting subparagraph (iv) and inserting
27                    at the end of the clause after subparagraph (v) the following
28                    new paragraphs:

29                    "Where beneficiated ore is produced from an admixture of
30                    iron ore from the mineral lease and iron ore from elsewhere,
31                    a portion (and a portion only) of the beneficiated ore so
32                    produced being equal to the proportion that the amount of
33                    the iron in the iron ore from the mineral lease used in the
34                    production of that beneficiated ore bears to the total amount
35                    of iron in the iron ore so used shall be deemed to be
36                    produced from iron ore from the mineral lease.


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                                                                                s. 33



 1                   Where for the purpose of determining f.o.b. value it is
 2                   necessary to convert an amount or price to Australian
 3                   currency, the conversion is to be calculated using a rate
 4                   (excluding forward hedge or similar contract rates) that has
 5                   been approved by the Minister at the request of the Joint
 6                   Venturers and in the absence of such request as determined
 7                   by the Minister to be a reasonable rate for the purpose.

 8                   The provisions of regulation 85AA (Effect of GST etc. on
 9                   royalties) of the Mining Regulations 1981 (WA) shall apply
10                   mutatis mutandis to the calculation of royalties under this
11                   subclause.";

12             (7)   in clause 9(2)(k) by:

13                   (a)   inserting "and also showing such other information in
14                         relation to the abovementioned iron ore as the Minister
15                         may from time to time reasonably require in regard to,
16                         and to assist in verifying, the calculation of royalties in
17                         accordance with paragraph (j)" after "the due date of
18                         the return"; and

19                   (b)   deleting all the words after "calculated on the basis of "
20                         and substituting a colon followed by:

21                         "(i)    in the case of iron ore initially sold at cost
22                                 pursuant to paragraph (B) of the proviso to
23                                 subclause (2)(e), at the price notified pursuant
24                                 to paragraph (B)(iii) of that proviso;

25                         (ii)    in any other case, invoices or provisional
26                                 invoices (as the case may be) rendered by the
27                                 Joint Venturers to the purchaser (which
28                                 invoices the Joint Venturers shall render
29                                 without delay simultaneously furnishing copies
30                                 thereof to the Minister) of such iron ore or on
31                                 the basis of estimates as agreed or determined,

32                         and shall from time to time in the next following
33                         appropriate return and payment make (by the return
34                         and by cash) all such necessary adjustments (and give

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     s. 33



 1                           to the Minister full details thereof) when the f.o.b.
 2                           value shall have been finally calculated, agreed or
 3                           determined;";

 4              (8)   in clause 9(2)(n):

 5                    (a)    by deleting "books of account and records of the Joint
 6                           Venturers relative to the Joint Venturers' operation
 7                           under this Agreement including contracts relative" and
 8                           substituting "books, records, accounts, documents
 9                           (including contracts), data and information of the Joint
10                           Venturers stored by any means relating";

11                    (b)    by inserting "(in whatever form)" after "copies or
12                           extracts"; and

13                    (c)    by inserting "the subject of royalty" before the first
14                           two references to "hereunder";

15              (9)   by deleting the fullstop at the end of paragraph (n) of clause
16                    9(2) and substituting "; and" followed by:

17                    "(o)   cause to be produced in Perth in the said State all
18                           books, records, accounts, documents (including
19                           contracts), data and information of the kind referred to
20                           in paragraph (n) to enable the exercise of rights by the
21                           Minister or the Minister's nominee under paragraph
22                           (n), regardless of the location in which or by whom
23                           those books, records, accounts, documents (including
24                           contracts), data and information are stored from time
25                           to time.";

26              (10) by inserting after clause 9 the following new clauses:
27
28                    "Additional areas
29
30                    9A     (1) Notwithstanding the provisions of the Mining
31                           Act or the Mining Act 1978 the Joint Venturers may
32                           from time to time during the currency of this
33                           Agreement apply to the Minister for areas held by the
34                           Joint Venturers or an associated company under a

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                                                                             s. 33



 1                        mining tenement granted under the Mining Act 1978
 2                        to be included in any of the mineral leases but so that
 3                        the total area of the mineral leases, any land that may
 4                        be included in any of the mineral leases pursuant to
 5                        this Agreement and of any other mineral lease or
 6                        mining lease granted under or pursuant to this
 7                        Agreement (as aggregated) shall not at any time
 8                        exceed 777 square kilometres. The Minister shall
 9                        confer with the Minister for Mines in regard to any
10                        such application and if they approve the application
11                        the Minister for Mines shall upon the surrender of the
12                        relevant mining tenement include the area the subject
13                        thereof in the relevant mineral lease by endorsement
14                        subject to such of the conditions of the surrendered
15                        mining tenement as the Minister for Mines determines
16                        but otherwise subject to the same terms covenants and
17                        conditions as apply to the relevant mineral lease (with
18                        such apportionment of rents as is necessary) and
19                        notwithstanding that the survey of such additional
20                        land has not been completed but subject to correction
21                        to accord with the survey when completed at the Joint
22                        Venturers' expense.

23                  (2)   The Minister may approve, upon application by the
24                        Joint Venturers from time to time, for the total area
25                        referred to in subclause (1) to be increased up to a
26                        limit not exceeding 1,000 square kilometres.

27                  (3)   The Joint Venturers shall not mine or carry out other
28                        activities (other than exploration, bulk sampling and
29                        testing) on any area or areas added to a mineral lease
30                        pursuant to subclause (1) of this clause unless and
31                        until proposals with respect thereto are approved or
32                        determined pursuant to the subsequent provisions of
33                        this clause.

34                  (4)   If the Joint Venturers desire to commence mining of
35                        iron ore or to carry out any other activities (other than
36                        as aforesaid) on the said areas they shall give notice of
37                        such desire to the Minister and shall within 2 months
38                        of the date of such notice (or thereafter within such

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     s. 33



 1                          extended time as the Minister may allow as
 2                          hereinafter provided) and subject to the provisions of
 3                          this Agreement submit to the Minister to the fullest
 4                          extent reasonably practicable their detailed proposals
 5                          (which proposals shall include plans where practicable
 6                          and specifications where reasonably required by the
 7                          Minister) with respect to such mining or other
 8                          activities as additional proposals pursuant to clause
 9                          7A in respect of mineral lease 235SA, pursuant to
10                          clause 11(8) in respect of mineral lease 249SA and
11                          pursuant to clause 12(5) in respect of mineral lease
12                          281SA.";

13              Blending of iron ore

14              9B.    (1) The Joint Venturers may blend iron ore mined from
15                         the mineral lease with any:
16
17                         (a)    iron ore mined from a mining tenement or other
18                                mining title granted under, or pursuant to, an
19                                Integration Agreement; or
20
21                         (b)    iron ore mined from a Mining Act 1978 mining
22                                lease: located in, or proximate to, the Pilbara
23                                region of the said State which is held by a
24                                Related Entity alone or with a third party or
25                                parties (excluding any mining lease granted
26                                pursuant to, or held under, a Government
27                                agreement); or
28
29                         (c)    with the prior approval of the Minister, iron ore
30                                mined in, or proximate to, the Pilbara region of
31                                the said State under a Government agreement
32                                (excluding an Integration Agreement); or
33
34                         (d)    with the prior approval of the Minister, iron ore
35                                mined by a third party from a Mining Act 1978
36                                mining lease located in, or proximate to, the
37                                Pilbara region of the said State (excluding under
38                                a Government agreement) which has been


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                                                                              s. 33



 1                               purchased by an Integration Proponent from the
 2                               third party.
 3
 4                   (2)    The authority given under subclause (1) is subject to
 5                          the Minister being reasonably satisfied that there are
 6                          in place adequate systems and controls for the correct
 7                          apportionment of the quantities of iron ore being
 8                          blended as between each of the sources referred to in
 9                          subclause (1), which systems and controls monitor
10                          production, processing, transportation, stockpiling
11                          and shipping of all such iron ore. If at any time the
12                          Minister ceases to be so satisfied he may, after
13                          consulting the Joint Venturers and provided the Joint
14                          Venturers have not within three (3) months after the
15                          commencement of such consultation addressed the
16                          matters of concern to the Minister to his satisfaction,
17                          by notice in writing to the Joint Venturers suspend
18                          the above authority in respect of the relevant
19                          blending arrangements until he is again satisfied in
20                          terms of this subclause (2).
21
22                   (3)    If any blending of iron ore occurs as contemplated by
23                          this clause, then for the purposes of paragraphs (j)
24                          and (k) of subclause (2) of this clause, a portion of
25                          the iron ore so blended being equal to the proportion
26                          that the amount of iron ore from the mineral lease
27                          used in the admixture of iron ore bears to the total
28                          amount of iron ore so blended, shall be deemed to be
29                          produced from the mineral lease.
30
31             Integrated use of works installations or facilities under the
32             Integration Agreements
33
34             9C.   (1)   Subject to subclauses (2) to (7) of this clause and to
35                         the other provisions of this Agreement, the Joint
36                         Venturers may during the continuance of this
37                         Agreement:
38
39                         (a)   use any existing or new works installations or
40                               facilities constructed or held:
41


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     s. 33



 1                               (i)     under this Agreement; or
 2
 3                               (ii)    under any other Integration Agreement
 4                                       which are made available for such use
 5                                       and during the continuance of such
 6                                       Integration Agreement; or
 7
 8                               (iii)   with the approval of the Minister, under a
 9                                       Government agreement (excluding an
10                                       Integration Agreement) which are made
11                                       available for such use and during the
12                                       continuance of that agreement,
13
14                               (wholly or in part) in the activities of the Joint
15                               Venturers carried on by them pursuant to this
16                               Agreement including, without limitation, as part
17                               of those activities, transporting by railway and
18                               shipping from a loading port and undertaking
19                               any ancillary and incidental activities in doing
20                               so (including, without limitation, blending
21                               permitted by clause 9B) of:
22
23                                       (A)   iron ore mined from a Mining Act
24                                             1978 mining lease located in, or
25                                             proximate to, the Pilbara region of
26                                             the said State which is held by a
27                                             Related Entity alone or with a third
28                                             party or parties (excluding any
29                                             mining lease granted pursuant to,
30                                             or held under, a Government
31                                             agreement);
32
33                                       (B)   with the Minister's prior approval,
34                                             iron ore mined in, or proximate to,
35                                             the Pilbara region of the said State
36                                             under a Government agreement
37                                             (excluding       an      Integration
38                                             Agreement);
39
40                                       (C)   with the prior approval of the
41                                             Minister, iron ore mined by a third

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                                                                            s. 33



 1                                           party from a Mining Act 1978
 2                                           mining lease located in, or
 3                                           proximate to, the Pilbara region of
 4                                           the said State (excluding under a
 5                                           Government agreement) which has
 6                                           been purchased by the Joint
 7                                           Venturers from the third party;
 8
 9                                     (D)   iron ore mined under             an
10                                           Integration Agreement;
11
12                        (b)   make any existing or new works installations or
13                              facilities constructed or held under this
14                              Agreement available for use (wholly or partly)
15                              by another Integration Proponent during the
16                              continuance of its Integration Agreement in the
17                              activities of that Integration Proponent carried
18                              on by it pursuant to its Integration Agreement
19                              including, without limitation, as part of those
20                              activities, transporting by railway and shipping
21                              from a loading port and undertaking any
22                              ancillary and incidental activities in doing so
23                              (including, without limitation, blending
24                              permitted by that Integration Agreement) of:
25
26                              (i)    iron ore mined from a Mining Act 1978
27                                     mining lease located in, or proximate to,
28                                     the Pilbara region of the said State which
29                                     is held by a Related Entity alone or with
30                                     a third party or parties (excluding any
31                                     mining lease granted pursuant to, or held
32                                     under, a Government agreement);
33
34                              (ii)   with the prior approval of the Minister
35                                     (as defined in that Integration
36                                     Agreement), iron ore mined in, or
37                                     proximate to, the Pilbara region of the
38                                     said State under a Government
39                                     agreement (excluding an Integration
40                                     Agreement);
41


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     s. 33



 1                               (iii)   with the prior approval of the Minister
 2                                       (as defined in that Integration
 3                                       Agreement), iron ore mined by a third
 4                                       party from a Mining Act 1978 mining
 5                                       lease located in, or proximate to, the
 6                                       Pilbara region of the said State
 7                                       (excluding     under    a    Government
 8                                       agreement) which has been purchased by
 9                                       that Integration Proponent from the third
10                                       party;
11
12                               (iv)    iron ore mined under an Integration
13                                       Agreement;
14
15                         (c)   make any existing or new works installations or
16                               facilities constructed or held under this
17                               Agreement available for use (wholly or partly)
18                               in connection with operations under:
19
20                               (i)      a Mining Act 1978 mining lease
21                                        located in, or proximate to, the Pilbara
22                                        region of the said State, for iron ore,
23                                        which is held by a Related Entity alone
24                                        or with a third party or parties
25                                        (excluding any mining lease granted
26                                        pursuant to, or held under a
27                                        Government agreement); or
28
29                               (ii)     with the approval of the Minister, a
30                                        Government agreement (other than an
31                                        Integration Agreement) for the mining
32                                        of iron ore in, or proximate to, the
33                                        Pilbara region of the said State;
34
35                         (d)   subject to subclause (2), under this Agreement
36                               and for the purpose of any use or making
37                               available for use referred to in paragraph (a),
38                               (b) or (c) connect any existing or new works
39                               installations or facilities constructed or held
40                               under this Agreement to any existing or new


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                                                                            s. 33



 1                              works installations or facilities constructed or
 2                              held under another Integration Agreement;
 3
 4                        (e)   subject to subclause (2), under this Agreement
 5                              and for the purpose of any use or making
 6                              available for use referred to in paragraph (a),
 7                              (b) or (c) or making of any connection referred
 8                              to in paragraph (d) construct new works
 9                              installations or facilities and expand modify or
10                              otherwise vary any existing and new works
11                              installations or facilities constructed or held
12                              under this Agreement;
13
14                        (f)   allow a railway or rail spur line (not being a
15                              railway or rail spur line constructed or held
16                              under an Integration Agreement) to be
17                              connected to a railway or rail spur line or other
18                              works installations or facilities constructed or
19                              held under this Agreement for the delivery of
20                              iron ore to an Integration Proponent for
21                              transport by railway and shipping from a
22                              loading port (together with any ancillary and
23                              incidental activities in doing so) as part of its
24                              activities under its Integration Agreement; and
25
26                        (g)   allow an electricity transmission line (not being
27                              an electricity transmission line constructed or
28                              held under an Integration Agreement) to be
29                              connected to an electricity transmission line
30                              constructed or held under this Agreement for
31                              the supply of electricity permitted to be made
32                              under an Integration Agreement.
33
34                  (2)   (a)   A connection referred to in clause (1)(d) or
35                              construction, expansion, modification or other
36                              variation referred to in subclause (1)(e) by the
37                              Joint Venturers shall, to the extent not already
38                              authorised under this Agreement as at the
39                              variation date, be regarded as a significant
40                              modification expansion or other variation of the
41                              Joint Venturers' activities carried on by them

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     s. 33



 1                               pursuant to this Agreement and may only be
 2                               made in accordance with proposals submitted
 3                               and approved or determined under this
 4                               Agreement in accordance with clauses 7A and
 5                               7B or clauses 11, 12 or 9E as the case may
 6                               require and otherwise in compliance with the
 7                               provisions of this Agreement and the laws from
 8                               time to time of the said State. For the avoidance
 9                               of doubt, the parties acknowledge that any use
10                               or making available for use contemplated by
11                               subclause (1)(a), (1)(b) or (1)(c) shall not
12                               otherwise than as required by this paragraph (a)
13                               require the submission and approval of further
14                               proposals under this Agreement.
15
16                         (b)   The Joint Venturers shall not be entitled to:
17
18                               (i)     submit proposals to construct any new
19                                       port or to establish harbour or port works
20                                       installations or facilities, or to expand
21                                       modify or otherwise vary harbour or
22                                       works installations or facilities otherwise
23                                       than at or near the town of Port Hedland
24                                       within the boundaries of the Port of Port
25                                       Hedland; or
26
27                               (ii)    generate and supply power, take and
28                                       supply water or dispose of water
29                                       otherwise than in accordance with the
30                                       other clauses of this Agreement and
31                                       subject to any restrictions contained in
32                                       those clauses; or
33
34                               (iii)   without limiting subparagraphs (i) and
35                                       (ii) submit proposals to construct or
36                                       establish works installations or facilities
37                                       of a type, or to make expansions,
38                                       modifications or other variations of
39                                       works installations or facilities of a type,
40                                       which in the Minister's reasonable
41                                       opinion this Agreement, immediately

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                                                                            s. 33



 1                                     before the variation date, did not permit
 2                                     or contemplate the Joint Venturers
 3                                     constructing, establishing or making as
 4                                     the case may be otherwise than for
 5                                     integration use as contemplated by
 6                                     subclauses (1)(a), (1)(b) or (1)(c) or as
 7                                     permitted by clause 9E; or
 8
 9                              (iv)   submit proposals to make a connection as
10                                     referred to in subclause (1)(d) or a
11                                     construction, expansion, modification or
12                                     other variation as referred to in subclause
13                                     (1)(e) otherwise than on tenure granted
14                                     under or pursuant to this Agreement from
15                                     time to time or held pursuant to this
16                                     Agreement from time to time; or
17
18                              (v)    submit proposals to make a connection
19                                     referred to in subclause (1)(d) or a
20                                     construction, expansion, modification or
21                                     other variation as referred to in subclause
22                                     (1)(e) for the purpose of use as
23                                     contemplated by subclause (1)(c)(i), if in
24                                     the reasonable opinion of the Minister the
25                                     activity which is the subject of the
26                                     proposals would give to the holder or
27                                     holders of the relevant Mining Act 1978
28                                     mining lease the benefit of rights or
29                                     powers granted to the Joint Venturers
30                                     under this Agreement, over and above the
31                                     right of access to and use of the relevant
32                                     works, installations or facilities; or
33
34                              (vi)   submit proposals to make a connection as
35                                     referred to in subclause (1)(d) or a
36                                     construction, expansion, modification or
37                                     other variation as referred to in subclause
38                                     (1)(e) for the purpose of use as
39                                     contemplated by subclause (1)(c) and
40                                     involving the grant of tenure without the
41                                     prior approval of the Minister; or

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     s. 33



 1                                (vii) submit proposals to assign, sublet,
 2                                      transfer or dispose of any works
 3                                      installations or facilities constructed or
 4                                      held under this Agreement or any leases,
 5                                      licences, easements or other titles under
 6                                      or pursuant to this Agreement for any
 7                                      purpose referred to in this clause.
 8
 9                          (c)   Notwithstanding the provisions of clauses 7B,
10                                11, 12 and 9E, the Minister may defer
11                                consideration of, or a decision upon, a proposal
12                                submitted by the Joint Venturers for a
13                                connection as referred to in subclause (1)(d) or
14                                a construction, expansion, modification or other
15                                variation as referred to in subclause (1)(e), for
16                                the purpose of use or making available for use
17                                as referred to in subclauses (1)(a) or (1)(b),
18                                until relevant corresponding proposals under
19                                the relevant Integration Agreement have been
20                                submitted and those proposals can be approved
21                                under that Integration Agreement concurrently
22                                with the Minister's approval under this
23                                Agreement of the Joint Venturers' proposal.
24
25                    (3)   Any use or making available for use as referred to in
26                          subclause (1), or submission of proposals as referred
27                          to in subclause (2), in respect of a Related Entity shall
28                          be subject to the Joint Venturers first confirming with
29                          the Minister that the Minister is satisfied that the
30                          relevant company is a Related Entity.
31
32                    (4)   The Joint Venturers shall give the Minister prior
33                          written notice of any significant change (other than a
34                          temporary one for maintenance or to respond to an
35                          emergency) proposed in their use, or in their making
36                          available for use, works, installations or facilities as
37                          referred to in this clause:
38
39                          (a)   from that authorised under this Agreement
40                                immediately before the variation date; and
41


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                                                                              s. 33



 1                        (b)   subsequently from that previously notified to
 2                              the Minister under this subclause,
 3
 4                        as soon as practicable before such change occurs.
 5
 6                        The Joint Venturers shall also keep the Minister fully
 7                        informed with respect to any proposed connection as
 8                        referred to in subclause (1)(f) or (1)(g) or request of
 9                        them for such connection to be allowed.
10
11                  (5)   Nothing in this Agreement shall be construed to:
12
13                        (a)   exempt another Integration Proponent from
14                              complying with, or the application of, the
15                              provisions of its Integration Agreement; or
16
17                        (b)   restrict the Joint Venturers' rights under clause
18                              20.
19
20                         For the avoidance of doubt the approval of proposals
21                         under this Agreement shall not be construed as
22                         authorising another Integration Proponent to
23                         undertake any activities under this Agreement or
24                         under another Integration Agreement.
25
26                  (6)   Nothing in this clause shall be construed to exempt
27                        the Joint Venturers from complying with, or the
28                        application of, the other provisions of this Agreement
29                        including, without limitation, clause 20 and of
30                        relevant laws from time to time of the said State.
31
32                  (7)   For the purpose of this clause "works installations or
33                        facilities" means any:
34
35                        (a)   harbour or port works installations or facilities
36                              including, without limitation, stockpiles,
37                              reclaimers, conveyors and wharves;
38
39                        (b)   railway or rail spur lines;
40




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     s. 33



 1                         (c)   track structures and systems associated with the
 2                               operation and maintenance of a railway
 3                               including, without limitation, sidings, train
 4                               control and signalling systems, maintenance
 5                               workshops and terminal yards;
 6
 7                         (d)   train loading and unloading works installations
 8                               or facilities;
 9
10                         (e)   conveyors;
11
12                         (f)   private roads;
13
14                         (g)   mine aerodrome and associated aerodrome
15                               works installations and facilities;
16
17                         (h)   iron ore mining, crushing, screening,
18                               beneficiation or other processing works
19                               installations or facilities;
20
21                         (i)   mine administration buildings including,
22                               without limitation, offices, workshops and
23                               medical facilities;
24
25                         (j)   borrow pits;
26
27                         (k)   accommodation      and    ancillary  facilities
28                               including, without limitation, construction
29                               camps and in townsites constructed pursuant to
30                               and held under any Integration Agreement;
31
32                         (l)   water, sewerage, electricity, gas and
33                               telecommunications works installations and
34                               facilities    including,   without     limitation,
35                               pipelines, transmission lines and cables; and
36
37                         (m)   any other works installations or facilities
38                               approved of by the Minister for the purpose of
39                               this clause.
40



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                                                                               s. 33



 1             Transfer of rights to shared works installations or facilities
 2
 3             9D.   (1)   For the purposes of this clause "Relevant
 4                         Infrastructure" means any works installations or
 5                         facilities (as defined in clause 9C(7)):
 6
 7                         (a)    constructed or held under another Integration
 8                                Agreement;
 9
10                         (b)    which the Joint Venturers are using in their
11                                activities pursuant to this Agreement;
12
13                         (c)    which the Minister is satisfied (after consulting
14                                with the Joint Venturers and the Integration
15                                Proponent    for    that     other    Integration
16                                Agreement):
17
18                                (i)    are no longer required by that other
19                                       Integration Proponent to carry on its
20                                       activities pursuant to its Integration
21                                       Agreement because of the cessation of
22                                       the Integration Proponent's mining
23                                       operations in respect of which such
24                                       Relevant Infrastructure was constructed
25                                       or held or because of any other reason
26                                       acceptable to the Minister; and
27
28                                (ii)   are required by the Joint Venturers to
29                                       continue to carry on their activities
30                                       pursuant to this Agreement; and
31
32                         (d)    in respect of which that other Integration
33                                Proponent has notified the Minister it consents
34                                to the Joint Venturers submitting proposals as
35                                referred to in subclause (2).
36
37                   (2)   The Joint Venturers may as an additional proposal
38                         pursuant to clause 7A propose:
39
40                         (a)    that they be granted a lease licence or other title
41                                over the Relevant Infrastructure pursuant to this

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 1                                Agreement subject to and conditional upon the
 2                                other Integration Proponent surrendering
 3                                wholly or in part (and upon such terms as the
 4                                Minister considers reasonable including any
 5                                variation of terms to address environmental
 6                                issues) its lease licence or other title over the
 7                                Relevant Infrastructure; or
 8
 9                          (b)   that the other Integration Proponent's lease
10                                licence or other title (not being a mineral lease,
11                                mining lease or other right to mine title granted
12                                under a Government agreement, the Mining Act
13                                1904 or the Mining Act 1978) to the Relevant
14                                Infrastructure be transferred to this Agreement
15                                (to be held by the Joint Venturers pursuant to
16                                this Agreement) with such surrender of land
17                                from it and variations of its terms as the
18                                Minister considers reasonable for that title to be
19                                held under this Agreement including, without
20                                limitation, to address environmental issues and
21                                outstanding obligations of that other Integration
22                                Proponent under its Integration Agreement in
23                                respect of that Relevant Infrastructure.
24
25                          The provisions of clause 7B shall mutatis mutandis
26                          apply to any such additional proposal. In addition the
27                          Joint Venturers acknowledge that the Minister may
28                          require variations of the other Integration Agreement
29                          and/or proposals under it or of this Agreement in
30                          order to give effect to the matters contemplated by
31                          this clause.
32
33                    (3)   This clause shall cease to apply in the event the State
34                          gives any notice of default to the Joint Venturers
35                          pursuant to clause 10(l) and while such notice remains
36                          unsatisfied.
37




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                                                                            s. 33



 1             Miscellaneous Licences for Railways
 2
 3             9E.   (1)   In this clause subject to the context:
 4
 5                         "Additional Infrastructure" means:
 6
 7                         (a)    Train Loading Infrastructure;
 8
 9                         (b)    Train Unloading Infrastructure;
10
11                         (c)    a conveyor, train unloading and other
12                                infrastructure necessary for the transport of
13                                iron ore, freight goods or other products from
14                                the Railway (directly or indirectly) to port
15                                facilities within a loading port,
16
17                                in each case located outside a Port;
18
19                         "LAA" means the Land Administration Act 1997
20                         (WA);
21
22                         "Lateral Access Roads" has the meaning given in
23                         subclause (3)(a)(iv);
24
25                         "Lateral Access Road Licence" means a
26                         miscellaneous licence granted pursuant to subclause
27                         (6)(a)(ii) or subclause (6)(b) as the case may be and
28                         according to the requirements of the context
29                         describes the area of land from time to time the
30                         subject of that licence;
31
32                         "Port" means any port the subject of the Port
33                         Authorities Act 1999 (WA) or the Shipping and
34                         Pilotage Act 1967 (WA);
35
36                         "Private Roads" means Lateral Access Roads and the
37                         Joint Venturers' access roads within a Railway
38                         Corridor;
39
40                         "Rail Safety Act" means the Rail Safety Act 1998
41                         (WA);

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 1                          "Railway" means a standard gauge heavy haul
 2                          railway or railway spur line, located or to be located
 3                          as the case may be in, or proximate to, the Pilbara
 4                          region of the said State (but outside the boundaries
 5                          of a Port) for the transport of iron ore, freight goods
 6                          and other products together with all railway track,
 7                          associated track structures including sidings, turning
 8                          loops, over or under track structures, supports
 9                          (including supports for equipment or items associated
10                          with the use of a railway) tunnels, bridges, train
11                          control systems, signalling systems, switch and other
12                          gear, communication systems, electric traction
13                          infrastructure, buildings (excluding office buildings,
14                          housing and freight centres), workshops and
15                          associated plant, machinery and equipment and
16                          including rolling stock maintenance facilities,
17                          terminal yards, depots, culverts and weigh bridges
18                          which railway is or is to be (as the case may be) the
19                          subject of approved proposals under subclause (4)
20                          and includes any expansion or extension thereof
21                          outside a Port which is the subject of additional
22                          proposals approved in accordance with subclause (5);
23
24                          "Railway Corridor" means, prior to the grant of a
25                          Special Railway Licence, the land for the route of the
26                          Railway the subject of that licence, access roads
27                          (other than Lateral Access Roads), areas from which
28                          stone, sand, clay and gravel may be taken, temporary
29                          accommodation facilities for the railway workforce,
30                          water bores and Additional Infrastructure (if any)
31                          which is the subject of a subsisting agreement
32                          pursuant to subclause (3)(a) and after the grant of the
33                          Special Railway Licence the land from time to time
34                          the subject of that Special Railway Licence;
35
36                          "Railway Operation" means the construction and
37                          operation under this Agreement of the relevant
38                          Railway and associated access roads and Additional
39                          Infrastructure (if any) within the relevant Railway
40                          Corridor and of the associated Lateral Access Roads,
41                          in accordance with approved proposals;

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                                                                              s. 33



 1                         "Railway spur line" means a standard gauge heavy
 2                         haul railway spur line located or to be located in, or
 3                         proximate to, the Pilbara region of the said State (but
 4                         outside a Port) connecting to a Railway for the
 5                         transport of iron ore, freight goods and other products
 6                         upon the Railway to (directly or indirectly) a loading
 7                         port;
 8
 9                         "Railway Operation Date" means the date of the first
10                         carriage of iron ore, freight goods or other products
11                         over the relevant Railway (other than for construction
12                         or commissioning purposes);
13
14                         "Railway spur line Operation Date" means the date of
15                         the first carriage of iron ore, freight goods or other
16                         products over the relevant Railway spur line (other
17                         than for construction or commissioning purposes);
18
19                         "Special Railway Licence" means the relevant
20                         miscellaneous licence for railway and, if applicable,
21                         other purposes, granted to the Joint Venturers
22                         pursuant to subclause (6)(a)(i) as varied in
23                         accordance with subclause (6)(h) or subclause (6)(i)
24                         and according to the requirements of the context
25                         describes the area of land from time to time the
26                         subject of that licence;
27
28                         "Train Loading Infrastructure" means conveyors,
29                         stockpile areas, blending and screening facilities,
30                         stackers, re-claimers and other infrastructure
31                         reasonably required for the loading of iron ore,
32                         freight goods or other products onto the relevant
33                         Railway for transport (directly or indirectly) to a
34                         loading port; and
35
36                         "Train Unloading Infrastructure" means train
37                         unloading infrastructure reasonably required for the
38                         unloading of iron ore from the Railway to be
39                         processed, or blended with other iron ore, at
40                         processing or blending facilities in the vicinity of that
41                         train unloading infrastructure and with the resulting

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 1                          iron ore products then loaded on to the Railway for
 2                          transport (directly or indirectly) to a loading port.
 3
 4                    Joint Venturers to obtain prior Ministerial in-principle
 5                    approval
 6
 7                    (2)   (a)   If the Joint Venturers wish, from time to time
 8                                during the continuance of this Agreement, to
 9                                proceed under this clause with a plan to develop
10                                a Railway they shall give notice thereof to the
11                                Minister and furnish to the Minister with that
12                                notice an outline of their plan.
13
14                          (b)   The Minister shall within one month of a notice
15                                under paragraph (a) advise the Joint Venturers
16                                whether or not he approves in-principle the
17                                proposed plan. The Minister shall afford the
18                                Joint Venturers full opportunity to consult with
19                                him in respect of any decision of the Minister
20                                under this paragraph.
21
22                          (c)   The Minister's in-principle approval in respect
23                                of a proposed plan shall lapse if the Joint
24                                Venturers have not submitted detailed
25                                proposals to the Minister in respect of that plan
26                                in accordance with this clause within 18
27                                months of the Minister's in-principle approval.

28                    Railway Corridor
29
30                    (3)   (a)   If the Minister gives in-principle approval to a
31                                plan of the Joint Venturers to develop a Railway
32                                they shall consult with the Minister to seek the
33                                agreement of the Minister as to:

34                                (i)    where the Railway will begin and end;
35                                       and

36                                (ii)   a route for the Railway, access roads to
37                                       be within the Railway Corridor and the
38                                       land required for that route as well as

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                                                                             s. 33



 1                                      Additional Infrastructure (if any)
 2                                      including, without limitation, areas from
 3                                      which stone, sand, clay and gravel may
 4                                      be taken, temporary accommodation
 5                                      facilities for the railway workforce and
 6                                      water bores; and

 7                              (iii)   in respect of Additional Infrastructure (if
 8                                      any) the nature and capacity of such
 9                                      Additional Infrastructure; and

10                              (iv)    the routes of, and the land required for,
11                                      roads outside the Railway Corridor (and
12                                      also outside a Port) for access to it to
13                                      construct the Railway (such roads as
14                                      agreed being "Lateral Access Roads").

15                              In seeking such agreement, regard shall be had
16                              to achieving a balance between engineering
17                              matters including costs, the nature and use of
18                              any lands concerned and interests therein and
19                              the costs of acquiring the land (all of which
20                              shall be borne by the Joint Venturers). The
21                              parties acknowledge the intention is for the
22                              Joint Venturers to construct the Railway, the
23                              access roads for the construction and
24                              maintenance of the Railway which are to be
25                              within the Railway Corridor and the relevant
26                              Additional Infrastructure (if any) along the
27                              centreline of the Railway Corridor subject to
28                              changes in that alignment to the extent
29                              necessary to avoid heritage, environmental or
30                              poor ground conditions that are not identified
31                              during preliminary investigation work, and
32                              recognise the width of the Railway Corridor
33                              may need to vary along its route to
34                              accommodate Additional Infrastructure (if any),
35                              access roads, areas from which stone, sand, clay
36                              and gravel may be taken, temporary
37                              accommodation facilities for the railway


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     s. 33



 1                               workforce and water bores. The provisions of
 2                               clause 25 shall not apply to this subclause.
 3
 4                         (b)   If the date by which the Joint Venturers must
 5                               submit detailed proposals under subclause
 6                               (4)(a) (as referred to in subclause (2)(c)) is
 7                               extended or varied by the Minister pursuant to
 8                               clause 24, any agreement made pursuant to
 9                               paragraph (a) before such date is extended or
10                               varied shall unless the Minister notifies the
11                               Joint Venturers otherwise be deemed to be at
12                               an end and neither party shall have any claim
13                               against the other in respect of it.
14
15                         (c)   The Joint Venturers acknowledge that they
16                               shall be responsible for liaising with every title
17                               holder in respect of the land affected and for
18                               obtaining in a form and substance acceptable to
19                               the Minister all unconditional and irrevocable
20                               consents of each such title holder to, and all
21                               statutory consents required in respect of the
22                               land affected for:
23
24                               (i)    the grant of the Special Railway Licence
25                                      for the construction, operation and
26                                      maintenance within the Railway Corridor
27                                      of the Railway, access roads and
28                                      Additional Infrastructure (if any) to be
29                                      within the Railway Corridor; and
30
31                               (ii)   the grant of Lateral Access Road
32                                      Licences for the construction, use and
33                                      maintenance of Lateral Access Roads
34                                      over the routes for the Lateral Access
35                                      Roads agreed pursuant to paragraph (a);
36                                      and
37




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                                                                             s. 33



 1                               (iii)   the inclusion of additional land in the
 2                                       Special Railway Licence as referred to in
 3                                       subclause (6)(h) or subclause (6)(i),
 4
 5                               in accordance with this clause. For the purposes
 6                               of this subclause (3)(c), "title holder" means a
 7                               management body (as defined in the LAA) in
 8                               respect of any part of the affected land, a person
 9                               who holds a mining, petroleum or geothermal
10                               energy right (as defined in the LAA) in respect
11                               of any part of the affected land, a person who
12                               holds a lease or licence under the LAA in
13                               respect of any part of the affected land, a person
14                               who holds any other title granted under or
15                               pursuant to a Government agreement in respect
16                               of any part of the affected land, a person who
17                               holds a lease or licence in respect of any part of
18                               the affected land under any other Act applying
19                               in the said State and a person in whom any part
20                               of the affected land is vested, immediately
21                               before the provision of such consents to the
22                               Minister as referred to in subclause (4)(e)(ii)
23                               (including as applying pursuant to subclause
24                               5(d)).
25
26                  Joint Venturers to submit proposals for Railway
27
28                  (4)    (a)   The Joint Venturers shall, subject to the EP
29                               Act, the provisions of this Agreement,
30                               agreement at that time subsisting in respect of
31                               the matters required to be agreed pursuant to
32                               subclause 3(a), submit to the Minister by the
33                               latest date applying under subclause (2)(c) to
34                               the fullest extent reasonably practicable their
35                               detailed proposals (including plans where
36                               practicable and specifications where reasonably
37                               required by the Minister and any other details
38                               normally required by a local government in
39                               whose area any works are to be situated) with
40                               respect to the undertaking of the relevant
41                               Railway Operation, which proposals shall

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 1                               include the location, area, layout, design,
 2                               materials and time program for the
 3                               commencement and completion of construction
 4                               or the provision (as the case may be) of each of
 5                               the following matters namely:
 6
 7                               (i)     the Railway including fencing (if any)
 8                                       and crossing places within the Railway
 9                                       Corridor;
10
11                               (ii)    Additional Infrastructure (if any) within
12                                       the Railway Corridor;
13
14                               (iii)   temporary accommodation and ancillary
15                                       temporary facilities for the railway
16                                       workforce on, or in the vicinity of, the
17                                       Railway Corridor and housing and other
18                                       appropriate facilities elsewhere for the
19                                       Joint Venturers' workforce;

20                               (iv)    water supply;
21
22                               (v)     energy supplies;
23
24                               (vi)    access roads within the Railway Corridor
25                                       and Lateral Access Roads both along the
26                                       routes for those roads agreed between the
27                                       Minister and the Joint Venturers pursuant
28                                       to subclause 3(a);
29
30                               (vii)   any other works, services or facilities
31                                       desired by the Joint Venturers; and
32
33                               (viii) use of local labour, professional services,
34                                      manufacturers, suppliers, contractors and
35                                      materials and measures to be taken with
36                                      respect to the engagement and training of
37                                      employees by the Joint Venturers, their
38                                      agents and contractors.
39




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                                                                             s. 33



 1                  (b)    Proposals pursuant to paragraph (a) must specify the
 2                         matters agreed for the purpose pursuant to subclause
 3                         (3)(a) and must not be contrary to or inconsistent
 4                         with such agreed matters.
 5
 6                  (c)    Each of the proposals pursuant to paragraph (a) may
 7                         with the approval of the Minister, or must if so
 8                         required by the Minister, be submitted separately and
 9                         in any order as to the matter or matters mentioned in
10                         one or more of subparagraphs (i) to (viii) of
11                         paragraph (a) and until all of their proposals under
12                         this subclause have been approved the Joint
13                         Venturers may withdraw and may resubmit any
14                         proposal but the withdrawal of any proposal shall not
15                         affect the obligations of the Joint Venturers to submit
16                         a proposal under this subclause in respect of the
17                         subject matter of the withdrawn proposal.
18
19                  (d)    The Joint Venturers shall, whenever any of the
20                         following matters referred to in this subclause are
21                         proposed by the Joint Venturers (whether before or
22                         during the submission of proposals under this
23                         subclause), submit to the Minister details of any
24                         services (including any elements of the project
25                         investigations, design and management) and any
26                         works, materials, plant, equipment and supplies that
27                         they propose to consider obtaining from or having
28                         carried out or permitting to be obtained from or
29                         carried out outside Australia, together with their
30                         reasons therefor and shall, if required by the Minister
31                         consult with the Minister with respect thereto.
32
33                  (e)    At the time when the Joint Venturers submit the last
34                         of the said proposals pursuant to this subclause, they
35                         shall:
36
37                         (i)   furnish to the Minister's reasonable
38                               satisfaction evidence of all accreditations
39                               under the Rail Safety Act which are required
40                               to be held by the Joint Venturers or any other


                                                                        page 605
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     s. 33



 1                                  person for the construction of the Railway;
 2                                  and
 3
 4                          (ii)    furnish to the Minister the written consents
 5                                  referred to in subclause (3)(c)(i) and (3)(c)(ii).
 6
 7                   (f)    The provisions of clause 7B shall apply mutatis
 8                          mutandis to detailed proposals submitted under this
 9                          subclause.
10
11                   Additional Railway Proposals
12
13                   (5)   (a)     If the Joint Venturers at any time during the
14                                 currency of a Special Railway Licence desire to
15                                 construct a Railway spur line (connecting to the
16                                 Railway the subject of that Special Railway
17                                 Licence) or desires to significantly modify,
18                                 expand or otherwise vary their activities within
19                                 the land the subject of the Special Railway
20                                 Licence that are the subject of this Agreement
21                                 and that may be carried on by them pursuant to
22                                 this Agreement (other than by the construction
23                                 of a Railway spur line) beyond those activities
24                                 specified in any approved proposals for that
25                                 Railway, they shall give notice of such desire to
26                                 the Minister and furnish to the Minister with
27                                 that notice an outline of their proposals in
28                                 respect thereto (including, without limitation,
29                                 such matters mentioned in subclause (4)(a) as
30                                 are relevant or as the Minister otherwise
31                                 requires).
32
33                         (b)     If the notice relates to a Railway spur line, or to
34                                 the construction of Train Loading Infrastructure
35                                 or Train Unloading Infrastructure on land
36                                 outside the then Railway Corridor, the Minister
37                                 shall within one month of receipt of such notice
38                                 advise the Joint Venturers whether or not he
39                                 approves in-principle the proposed construction
40                                 of such spur line, Train Loading Infrastructure
41                                 or Train Unloading Infrastructure.         If the

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                                                                             s. 33



 1                               Minister gives in-principle approval the Joint
 2                               Venturers may (but not otherwise) submit
 3                               detailed proposals in respect thereof provided
 4                               that the provisions of subclause (3) shall
 5                               mutatis mutandis apply prior to submission of
 6                               detailed proposals in respect thereof.
 7
 8                         (c)   Subject to the EP Act, the provisions of this
 9                               Agreement and agreement at that time
10                               subsisting in respect of any matters required to
11                               be agreed pursuant to subclause (3)(a) (as
12                               referred to in paragraph (b)), the Joint Venturers
13                               shall submit to the Minister within a reasonable
14                               timeframe, as determined by the Minister after
15                               receipt of the notice referred to in paragraph (a)
16                               (or in the case of a notice referred to in
17                               paragraph (b) the giving of the Minister's
18                               in-principle consent as referred to in that
19                               paragraph), detailed proposals in respect of the
20                               proposed construction of such Railway spur
21                               line, Train Loading Infrastructure, Train
22                               Unloading Infrastructure or other proposed
23                               modification, expansion or variation of their
24                               activities including such of the matters
25                               mentioned in subclause (4)(a) as the Minister
26                               may require.
27
28                         (d)   The provisions of subclause (4) (with the date
29                               for submission of proposals being read as the
30                               date or time determined by the Minister under
31                               paragraph (c) and the reference in subclause
32                               (4)(e)(ii) to subclause (3)(c)(i) being read as a
33                               reference to subclause (3)(c)(iii)) and of clause
34                               7B shall mutatis mutandis apply to detailed
35                               proposals submitted pursuant to this subclause.
36
37                   Grant of Tenure
38
39                   (6)   (a)   On application made by the Joint Venturers to
40                               the Minister in such manner as the Minister may
41                               determine, not later than 3 months after all their

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 1                               proposals submitted pursuant to subclause (4)(a)
 2                               have been approved or deemed to be approved
 3                               and the Joint Venturers have complied with the
 4                               provisions of subclause (4)(e), the State
 5                               notwithstanding the Mining Act 1978 shall
 6                               cause to be granted to the Joint Venturers:
 7
 8                               (i)   a miscellaneous licence to conduct within
 9                                     the Railway Corridor and in accordance
10                                     with their approved proposals all
11                                     activities (including the taking of stone,
12                                     sand, clay and gravel, the provision of
13                                     temporary accommodation facilities for
14                                     the railway workforce and, subject to the
15                                     Rights in Water and Irrigation Act 1914
16                                     (WA), the operation of water bores)
17                                     necessary for the planning, design,
18                                     construction, commissioning, operation
19                                     and maintenance within the Railway
20                                     Corridor of the Railway, access roads
21                                     and Additional Infrastructure (if any)
22                                     ("the Special Railway Licence") such
23                                     licence to be granted under and subject
24                                     to, except as otherwise provided in this
25                                     Agreement, the Mining Act 1978 in the
26                                     form of the Second Schedule hereto and
27                                     subject to such terms and conditions as
28                                     the Minister for Mines may from time to
29                                     time consider reasonable and at a rental
30                                     calculated in accordance with the Mining
31                                     Act 1978:
32
33                                     (A)    prior to the Railway Operation
34                                            Date, as if the width of the
35                                            Railway Corridor were 100
36                                            metres; and
37
38                                     (B)    on and from the Railway
39                                            Operation Date, at the rentals from
40                                            time to time prescribed under the
41                                            Mining Act 1978; and

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                                                                            s. 33



 1                              (ii)   a miscellaneous licence or licences to
 2                                     allow the construction, use and
 3                                     maintenance of Lateral Access Roads
 4                                     within the routes agreed for those Lateral
 5                                     Access Roads under subclause (3)(a)
 6                                     (each a "Lateral Access Road Licence"),
 7                                     each such licence to be granted under and
 8                                     subject to, except as otherwise provided
 9                                     in this Agreement, the Mining Act 1978
10                                     in the form of the Third Schedule hereto
11                                     and subject to such terms and conditions
12                                     as the Minister for Mines may from time
13                                     to time consider reasonable and at the
14                                     rentals from time to time prescribed
15                                     under the Mining Act 1978.
16
17                        (b)   On application made by the Joint Venturers to
18                              the Minister in such manner as the Minister may
19                              determine, not later than 3 months after their
20                              proposals submitted pursuant to subclause (5)(a)
21                              for the construction of Lateral Access Roads for
22                              access to the Railway Corridor to construct a
23                              Railway spur line have been approved or
24                              deemed to be approved and the Joint Venturers
25                              have complied with the provisions of subclause
26                              (4)(e) (as applying pursuant to subclause
27                              (5)(d)), the State notwithstanding the Mining
28                              Act 1978 shall cause to be granted to the Joint
29                              Venturers a miscellaneous licence or licences to
30                              allow the construction, use and maintenance of
31                              Lateral Access Roads within the routes agreed
32                              for those Lateral Access Roads under subclause
33                              (3)(a)) (as applying pursuant to subclause
34                              (5)(b)) (each a "Lateral Access Road Licence"),
35                              each such licence to be granted under and
36                              subject to, except as otherwise provided in this
37                              Agreement, the Mining Act 1978 in the form of
38                              the Fourth Schedule hereto and subject to such
39                              terms and conditions as the Minister for Mines
40                              may from time to time consider reasonable and


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     s. 33



 1                               at the rentals from time to time prescribed under
 2                               the Mining Act 1978.
 3
 4                         (c)   Notwithstanding the Mining Act 1978, the term
 5                               of the Special Railway Licence shall, subject to
 6                               the sooner determination thereof on the
 7                               cessation or sooner determination of this
 8                               Agreement, be for a period of 50 years
 9                               commencing on the date of grant thereof.
10
11                         (d)   Notwithstanding the Mining Act 1978, the term
12                               of any Lateral Access Road Licence shall,
13                               subject to the sooner determination thereof on
14                               the cessation or sooner determination of this
15                               Agreement, be for a period of 4 years
16                               commencing on the date of grant thereof.
17
18                         (e)   Notwithstanding the Mining Act 1978, and
19                               except as required to do so by the terms of the
20                               Special Railway Licence, the Joint Venturers
21                               shall not be entitled to surrender the Special
22                               Railway Licence or any Lateral Access Road
23                               Licence or any part or parts of them without the
24                               prior consent of the Minister.
25
26                         (f)   (i)    The Joint Venturers may in accordance
27                                      with approved proposals take stone, sand,
28                                      clay and gravel from the Railway
29                                      Corridor for the construction, operation
30                                      and maintenance of the Railway
31                                      constructed within or approved for
32                                      construction within the Railway Corridor.
33
34                               (ii)   Notwithstanding the Mining Act 1978 no
35                                      royalty shall be payable under the Mining
36                                      Act 1978 in respect of stone, sand, clay
37                                      and gravel which the Joint Venturers are
38                                      permitted by subparagraph (i) to obtain
39                                      from the land the subject of the Special
40                                      Railway Licence.
41


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                                                                          s. 33



 1                        (g)   For the purposes of this Agreement and without
 2                              limiting the operation of paragraphs (a) to (f)
 3                              inclusive above, the application of the Mining
 4                              Act 1978 and the regulations made thereunder
 5                              are specifically modified;
 6
 7                              (i)    in section 91(1) by:
 8
 9                                     (A)    deleting "the mining registrar or
10                                            the warden, in accordance with
11                                            section 42 (as read with section
12                                            92)" and substituting "the
13                                            Minister";
14
15                                     (B)    deleting "any person" and
16                                            substituting "the Joint Venturers
17                                            (as defined in the agreement
18                                            approved by and scheduled to the
19                                            Iron Ore (Mount Goldsworthy)
20                                            Agreement Act 1964, as from time
21                                            to time added to, varied or
22                                            amended)";
23
24                                     (C)    deleting "for any one or more of
25                                            the purposes prescribed" and
26                                            substituting "for the purpose
27                                            specified in clause 9E(6)(a)(i),
28                                            clause 9E(6)(a)(ii) or clause
29                                            9E(6)(b), of the agreement
30                                            approved by and scheduled to the
31                                            Iron Ore (Mount Goldsworthy)
32                                            Agreement Act 1964, as from time
33                                            to time added to, varied or
34                                            amended";

35                              (ii)   in section 91(3)(a), by deleting
36                                     "prescribed form" and substituting "form
37                                     required by the agreement approved by
38                                     and scheduled to the Iron Ore (Mount
39                                     Goldsworthy) Agreement Act 1964, as


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     s. 33



 1                                       from time to time added to, varied or
 2                                       amended";
 3
 4                               (iii)   by deleting sections 91(6), 91(9), 91(10)
 5                                       and 91B;
 6
 7                               (iv)    in section 92, by deleting "Sections 41,
 8                                       42, 44, 46, 46A, 47 and 52 apply," and
 9                                       inserting "Section 46A (excluding in
10                                       subsection (2)(a) "the mining registrar,
11                                       the warden or") applies," and by deleting
12                                       "in those provisions" and inserting "in
13                                       that provision";
14
15                               (v)     by deleting the full stop at the end of the
16                                       section 94(1) and inserting, "except to
17                                       the extent otherwise provided in, or to
18                                       the extent that such terms and conditions
19                                       are inconsistent with, the agreement
20                                       approved by and scheduled to the Iron
21                                       Ore (Mount Goldsworthy) Agreement Act
22                                       1964, as from time to time added to,
23                                       varied or amended";
24
25                               (vi)    by deleting sections 94(2), (3) and (4);
26
27                               (vii)   in section 96(1), by inserting after
28                                       "miscellaneous licence" the words "(not
29                                       being a miscellaneous licence granted
30                                       pursuant to the agreement approved by
31                                       and scheduled to the Iron Ore (Mount
32                                       Goldsworthy) Agreement Act 1964, as
33                                       from time to time added to, varied or
34                                       amended";
35
36                               (viii) by deleting mining regulations 37(2),
37                                      37(3), 42 and 42A; and
38
39                               (ix)    by inserting at the beginning of mining
40                                       regulations 41(c) and (f) the words
41                                       "subject to the agreement approved by

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                                                                            s. 33



 1                                     and scheduled to the Iron Ore (Mount
 2                                     Goldsworthy) Agreement Act 1964, as
 3                                     from time to time added to, varied or
 4                                     amended".
 5
 6                        (h)   If additional proposals are approved in
 7                              accordance with subclause (5) for the
 8                              construction of a Railway spur line outside the
 9                              then Railway Corridor, the Minister for Mines
10                              shall include the area of land within which such
11                              construction is to occur in the Special Railway
12                              Licence by endorsement. The area of such land
13                              may be included notwithstanding that the
14                              survey of the land has not been completed but
15                              subject to correction to accord with the survey
16                              when completed at the Joint Venturers' expense.
17
18                        (i)   If additional proposals are approved in
19                              accordance with subclause (5) for the
20                              construction of Train Loading Infrastructure or
21                              Train Unloading Infrastructure outside the then
22                              Railway Corridor, the Minister for Mines shall
23                              include the area of such land within which such
24                              infrastructure is approved for construction in the
25                              Special Railway Licence by endorsement. The
26                              area of such land may be included
27                              notwithstanding that the survey of the land has
28                              not been completed but subject to correction to
29                              accord with the survey when completed at the
30                              Joint Venturers' expense.
31
32                        (j)   The provisions of this subclause shall not
33                              operate so as to require the State to cause a
34                              Special Railway Licence or a Lateral Access
35                              Road Licence to be granted or any land
36                              included in the Special Railway Licence as
37                              mentioned above until all processes necessary
38                              under any laws relating to native title to enable
39                              that grant or inclusion of land to proceed, have
40                              been completed.
41


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     s. 33



 1                   Construction and operation of Railway
 2
 3                   (7)   (a)   Subject to and in accordance with approved
 4                               proposals, the Rail Safety Act and the grant of
 5                               the relevant Special Railway Licence and any
 6                               associated Lateral Access Road Licences the
 7                               Joint Venturers shall in a proper and
 8                               workmanlike manner and in accordance with
 9                               recognised standards for railways of a similar
10                               nature operating under similar conditions
11                               construct the Railway and associated
12                               Additional Infrastructure and access roads
13                               within the Railway Corridor and shall also
14                               construct inter alia any necessary sidings,
15                               crossing points, bridges, signalling switches
16                               and other works and appurtenances and provide
17                               for crossings and (where appropriate and
18                               required by the Minister) grade separation or
19                               other protective devices including flashing
20                               lights and boom gates at places where the
21                               Railway crosses or intersects with major roads
22                               or existing railways.
23
24                         (b)   The Joint Venturers shall while the holder of a
25                               Special Railway Licence:
26
27                               (i)     keep the Railway the subject of that
28                                       licence in an operable state; and
29
30                               (ii)    ensure that the Railway the subject of
31                                       that licence is operated in a safe and
32                                       proper manner in compliance with all
33                                       applicable laws from time to time; and
34
35                               (iii)   without limiting subparagraph (ii) ensure
36                                       that the obligations imposed under the
37                                       Rail Safety Act on an owner and an
38                                       operator (as those terms are therein
39                                       defined) are complied with in connection
40                                       with the Railway the subject of that
41                                       licence.

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                                                                            s. 33



 1                              Nothing in this Agreement shall be construed to
 2                              exempt the Joint Venturers or any other person
 3                              from compliance with the Rail Safety Act or
 4                              limit its application to the Joint Venturers'
 5                              operations generally (except as otherwise may
 6                              be provided in that Act or regulations made
 7                              under it).
 8
 9                        (c)   The Joint Venturers shall provide crossings for
10                              livestock and also for any roads, other railways,
11                              conveyors, pipelines and other utilities which
12                              exist at the date of grant of the relevant Special
13                              Railway Licence or in respect of land
14                              subsequently included in it at the date of such
15                              inclusion and the Joint Venturers shall on
16                              reasonable terms and conditions allow such
17                              crossings for roads, railways, conveyors,
18                              pipelines and other utilities which may be
19                              constructed for future needs and which may be
20                              required to cross a Railway constructed
21                              pursuant to this clause.
22
23                        (d)   Subject to clause 9D, the Joint Venturers shall
24                              at all times be the holder of Special Railway
25                              Licences and Lateral Access Road Licences
26                              granted pursuant to this clause and (without
27                              limiting clause 10(j) but subject to clause 9D)
28                              shall at all times own manage and control the
29                              use of each Railway the subject of a Special
30                              Railway Licence held by the Joint Venturers.
31
32                        (e)   The Joint Venturers shall not be entitled to
33                              exclusive possession of the land the subject of a
34                              Special Railway Licence or Lateral Access
35                              Road Licence granted pursuant to this clause to
36                              the intent that the State, the Minister, the
37                              Minister for Mines and any persons authorised
38                              by any of them from time to time shall be
39                              entitled to enter upon the land or any part of it
40                              at all reasonable times and on reasonable notice
41                              with all necessary vehicles, plant and

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     s. 33



 1                               equipment and for purposes related to this
 2                               Agreement or such other purposes as they think
 3                               fit but in doing so shall be subject to the
 4                               reasonable directions of the Joint Venturers so
 5                               as not to unreasonably interfere with the Joint
 6                               Venturers' operations.
 7
 8                         (f)   The Joint Venturers' ownership of a Railway
 9                               constructed pursuant to this clause shall not
10                               give it an interest in the land underlying it.
11
12                         (g)   The Joint Venturers shall not at any time
13                               without the prior consent of the Minister
14                               dismantle, sell or otherwise dispose of any part
15                               or parts of any Railway constructed pursuant to
16                               this clause, or permit this to occur, other than
17                               for the purpose of maintenance, repair, upgrade
18                               or renewal.
19
20                         (h)   The Joint Venturers shall, subject to and in
21                               accordance with approved proposals, in a
22                               proper and workmanlike manner, construct any
23                               Additional Infrastructure, access roads, Lateral
24                               Access Roads and other works approved for
25                               construction under this clause.
26
27                         (i)   The Joint Venturers shall while the holder of a
28                               Special Railway Licence at all times keep and
29                               maintain in good repair and working order and
30                               condition (which obligation includes, where
31                               necessary, replacing or renewing all parts
32                               which are worn out or in need of replacement
33                               or renewal due to their age or condition) the
34                               Railway, access roads and Additional
35                               Infrastructure (if any) the subject of that licence
36                               and all such other works installations plant
37                               machinery and equipment for the time being
38                               the subject of this Agreement and used in
39                               connection with the operation use and
40                               maintenance of that Railway, access roads and
41                               Additional Infrastructure (if any).

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                                                                             s. 33



 1                        (j)   Subject to clause 9D, the Joint Venturers shall:
 2
 3                              (i)     be responsible for the cost of
 4                                      construction and maintenance of all
 5                                      Private Roads constructed pursuant to
 6                                      this clause; and
 7
 8                              (ii)    at their own cost erect signposts and take
 9                                      other steps that may be reasonable in the
10                                      circumstances to prevent any persons and
11                                      vehicles (other than those engaged upon
12                                      the Joint Venturers' activities and their
13                                      invitees and licensees) from using the
14                                      Private Roads; and
15
16                              (iii)   at any place where any Private Roads are
17                                      constructed by the Joint Venturers so as
18                                      to cross any railways or public roads
19                                      provide at their cost such reasonable
20                                      protection and signposting as may be
21                                      required by the Commissioner of Main
22                                      Roads or the Public Transport Authority
23                                      as the case may be.
24
25                        (k)   The provisions of clauses 9(2)(a) and (3)
26                              regarding third party access as well as the
27                              proviso to clause 9(2)(a) shall apply mutatis
28                              mutandis to any Railway or Railway spur line
29                              constructed pursuant to this clause except that
30                              the Joint Venturers shall not be obliged to
31                              transport any passengers upon any such
32                              Railway or Railway spur line.
33
34                  Aboriginal Heritage Act 1972 (WA)
35
36                  (8)   For the purposes of this clause the Aboriginal
37                        Heritage Act 1972 (WA) applies as if it were modified
38                        by:
39
40                        (a)   the insertion before the full stop at the end of
41                              section 18(1) of the words:

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     s. 33



 1                               "and the expression "the Joint Venturers"
 2                               means the persons from time to time
 3                               comprising "the Joint Venturers" in their
 4                               capacity as such under the agreement approved
 5                               by and scheduled to the Iron Ore (Mount
 6                               Goldsworthy) Agreement Act 1964, as from
 7                               time to time added to, varied or amended in
 8                               relation to the use or proposed use of land
 9                               pursuant to clause 9E of that agreement after
10                               and in accordance with approved proposals
11                               under clause 9E of that agreement and in
12                               relation to the use of that land before any such
13                               approval of proposals where the Joint
14                               Venturers have the requisite authority to enter
15                               upon and so use the land";
16
17                         (b)   the insertion in sections 18(2), 18(4), 18(5) and
18                               18(7) of the words "or the Joint Venturers as
19                               the case may be" after the words "owner of any
20                               land";
21
22                         (c)   the insertion in section 18(3) of the words "or
23                               the Joint Venturers as the case may be" after
24                               the words "the owner";
25
26                         (d)   the insertion of the following sentences at the
27                               end of section 18(3):
28
29                               "In relation to a notice from the Joint Venturers
30                               the conditions that the Minister may specify
31                               can as appropriate include, among other
32                               conditions, a condition restricting the Joint
33                               Venturers' use of the relevant land to after the
34                               approval or deemed approval as the case may
35                               be under the abovementioned agreement of all
36                               of the Joint Venturers' submitted initial
37                               proposals thereunder for the Railway Operation
38                               (as defined in clause 9E(1) of the
39                               abovementioned agreement), or in the case of
40                               additional proposals submitted or to be
41                               submitted by the Joint Venturers to after the

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                                                                             s. 33



 1                               approval or deemed approval under that
 2                               agreement of such additional proposals, and to
 3                               the extent so approved. "; and
 4
 5                        (e)    the insertion in sections 18(2) and 18(5) of the
 6                               words "or it as the case may be" after the word
 7                               "he".
 8
 9                        The Joint Venturers acknowledge that nothing in this
10                        subclause (8) nor the granting of any consents under
11                        section 18 of the Aboriginal Heritage Act 1972 (WA)
12                        will constitute or is to be construed as constituting the
13                        approval of any proposals submitted or to be submitted
14                        by the Joint Venturers under this Agreement or as the
15                        grant or promise of land tenure for the purposes of this
16                        Agreement.
17
18                  Taking of land for the purposes of this clause
19
20                  (9)   (a)    The State is hereby empowered, as and for a
21                               public work under Parts 9 and 10 of the LAA, to
22                               take for the purposes of this clause any land
23                               (other than any part of a Port) which in the
24                               opinion of the Joint Venturers is necessary for
25                               the relevant Railway Operation and which the
26                               Minister determines is appropriate to be taken
27                               for the relevant Railway Operation (except any
28                               land the taking of which would be contrary to
29                               the provisions of a Government agreement
30                               entered into before the submission of the
31                               proposals relating to the proposed taking) and
32                               notwithstanding any other provisions of that Act
33                               may license that land to the Joint Venturers.
34
35                        (b)    In applying Parts 9 and 10 of the LAA for the
36                               purposes of this clause:
37
38                               (i)    "land" in that Act includes a legal or
39                                      equitable estate or interest in land;
40




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     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                                (ii)    sections 170, 171, 172, 173, 174, 175 and
 2                                        184 of that Act do not apply; and
 3
 4                                (iii)   that Act applies as if it were modified in
 5                                        section 177(2) by inserting -
 6                                        (A)   after "railway" the following -

 7                                              "or land is being taken pursuant to
 8                                              a Government agreement as
 9                                              defined in section 2 of the
10                                              Government Agreements Act 1979
11                                              (WA)"; and

12                                        (B)   after "that Act" the following -

13                                              "or that Agreement as the case
14                                              may be".
15                         (c)    The Joint Venturers shall pay to the State on
16                                demand the costs of or incidental to any land
17                                taken at the request of and on behalf of the
18                                Joint Venturers including but not limited to any
19                                compensation payable to any holder of native
20                                title or of native title rights and interests in the
21                                land.
22
23                    Notification of Railway Operation Date
24
25                    (10) (a)   The Joint Venturers shall from the date occurring
26                               6 months before the date for completion of
27                               construction of a Railway specified in their time
28                               program for the commencement and completion
29                               of construction of that Railway submitted under
30                               subclause (4)(a), keep the Minister fully
31                               informed as to:
32
33                                (i)     the progress of that construction and its
34                                        likely completion and commissioning;
35                                        and
36
37                                (ii)    the likely Railway Operation Date.
38


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                                                                              s. 33



 1                         (b)    The Joint Venturers shall on the Railway
 2                                Operation Date notify the Minister that the first
 3                                carriage of iron ore, freight goods or other
 4                                products as the case may be over the Railway
 5                                (other than for construction or commissioning
 6                                purposes) has occurred.
 7
 8                         (c)    The Joint Venturers shall from the date
 9                                occurring 6 months before the date for
10                                completion of construction of a Railway spur
11                                line specified in their time program for the
12                                commencement and completion of construction
13                                of that spur line submitted under subclause
14                                (5)(c) keep the Minister fully informed as to:
15
16                               (i)    the progress of that construction and its
17                                      likely completion and commissioning;
18                                      and
19
20                               (ii)   in respect of it, the likely Railway spur
21                                      line Operation Date.
22
23                         (d)    The Joint Venturers shall on the Railway spur
24                                line Operation Date in respect of any Railway
25                                spur line notify the Minister that the first
26                                carriage of iron ore, freight goods or other
27                                products as the case may be over such spur line
28                                (other than for construction or commissioning
29                                purposes) has occurred.";

30       (11) by inserting after clause 10(a) the following new paragraph:

31             "(aa) the purposes for which the Joint Venturers may in
32                   accordance with paragraph (a) generate transmit and supply
33                   electricity shall, without limiting paragraph (a), include the
34                   purpose of supply to:
35
36                   (i)    "the Company" or "Joint Venturers" as the case may
37                          be as defined in, and for the purpose of an Integration
38                          Agreement, for its or their purposes thereunder;


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     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                       (ii)    the holders from time to time of a Mining Act 1978
 2                               mining lease located in, or proximate to, the Pilbara
 3                               region of the said State which is held by a Related
 4                               Entity alone or with a third party or parties
 5                               (excluding any mining lease granted pursuant to, or
 6                               held under, a Government agreement) for the purpose
 7                               of their iron ore mining operations on that mining
 8                               lease; and

 9                       (iii)   with the prior approval of the Minister, "the
10                               Company" or "the Joint Venturers" as the case may
11                               be as defined in, and for the purpose of a
12                               Government agreement (excluding an Integration
13                               Agreement) for the mining of iron ore in, or
14                               proximate to, the Pilbara region of the said State for
15                               the purpose of its or their operations under that
16                               agreement;";


17


18           (12) in clause 10(d)(i) by inserting "or held pursuant hereto" after
19                "granted hereunder or pursuant hereto";

20           (13) in clause 10(e) by:

21                 (a)   inserting "or pursuant hereto" after "easement granted
22                       hereunder"; and

23                 (b)   inserting "or held pursuant hereto" after "clause 20 hereof";

24           (14) in clause 10(1) by:

25                 (a)   inserting "granted under or pursuant to this Agreement or
26                       held pursuant to this Agreement" after "licence or other
27                       title";

28                 (b)   inserting "or held pursuant hereto" after the subsequent 3
29                       references to "granted hereunder or pursuant hereto"; and




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                                                                              s. 33



 1             (c)    deleting "occupied by the Joint Venturers" and substituting
 2                    "the subject of any lease licence easement or other title
 3                    granted under or pursuant to this Agreement or held pursuant
 4                    to this Agreement";
 5
 6       (15) by inserting after subclause (7) of clause 11 the following new
 7            subclause::

 8             "(8) (a)     If the Joint Venturers at any time during the
 9                          continuance of this Agreement desire to significantly
10                          modify expand or otherwise vary their activities
11                          within the second mineral lease beyond those
12                          specified in any proposals approved or deemed to be
13                          approved under this clause they shall give notice of
14                          such desire to the Minister and within two months of
15                          the giving of such notice shall submit to the Minister
16                          detailed proposals in respect of all matters covered by
17                          such notice and such of the other matters mentioned in
18                          paragraph (a) of subclause (2) of this clause as the
19                          Minister may require.

20                    (b)   The provisions of clause 7A(2) to (5) and 7B shall
21                          apply mutatis mutandis to proposals pursuant to this
22                          subclause.";

23       (16) in clause 12(3e) by:

24             (a)    inserting "(except in relation to an Integration Agreement)"
25                    after "agreement of the Minister"; and

26             (b)    inserting "(being in respect of an Integration Agreement the
27                    Integration Proponent for that Agreement)" after "third
28                    parties concerned";

29       (17) in clause 12(5) by deleting paragraphs (b) and (c) and substituting
30            the following paragraph:

31             "(b)   The provisions of clauses 7A(2) to (5) and 7B shall apply
32                    mutatis mutandis to proposals submitted pursuant to this
33                    subclause.";



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     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1           (18)   in the heading to clause 11 by deleting "Company" and
 2                  substituting "Joint Venturers";

 3           (19)   by inserting after subclause (1) of clause 12A the following new
 4                  subclause:

 5                  "(1a)          The provisions of subclause (1) of this clause shall not
 6                                 operate so as to require the State to grant or vary, or
 7                                 cause to be granted or varied, any lease licence or
 8                                 other right or title until all processes necessary under
 9                                 any laws relating to native title to enable that grant or
10                                 variation to proceed, have been completed.";

11           (20) in clause 19:

12                  (a)     by in the second sentence:

13                          (i)     deleting the first reference to "Company" and
14                                  substituting "Joint Venturers"; and

15                          (ii)    deleting "Company or its" and substituting "Joint
16                                  Venturers or their"; and

17                  (b)     inserting at its end the following new sentence:

18                          "As a separate independent indemnity the Joint Venturers
19                          will indemnify and keep indemnified the State and its
20                          servants agents and contractors in respect of all actions suits
21                          claims demands or costs of third parties arising out of or in
22                          connection with any use, making available for use or other
23                          activities of the Joint Venturers as referred to in clause 9C.";

24           (21) in clause 21(1) by inserting "or held pursuant hereto" after "granted
25                hereunder or pursuant hereto";

26           (22) by deleting clause 28; and

27           (23)   inserting after the Schedule the following new schedules:

28
29



     page 624
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                              s. 33



 1                                  "SECOND SCHEDULE
 2
 3                                 WESTERN AUSTRALIA
 4
 5               IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT
 6                                ACT 1964
 7
 8                                    MINING ACT 1978
 9
10                MISCELLANEOUS LICENCE FOR A RAILWAY AND
11                           OTHER PURPOSES
12
13
14             No.   MISCELLANEOUS LICENCE [ ]
15
16             WHEREAS by the Agreement (hereinafter called "the
17             Agreement") approved by and scheduled to the Iron Ore (Mount
18             Goldsworthy) Agreement Act 1964, as from time to time added to,
19             varied or amended, the State agreed to grant to [    ] (hereinafter
20             with their successors and permitted assigns called "the Joint
21             Venturers") a miscellaneous licence for the construction operation
22             and maintenance of a Railway (as defined in clause 9E(1) of the
23             Agreement and otherwise as provided in the Agreement) and, if
24             applicable, other purposes AND WHEREAS the Joint Venturers
25             pursuant to clause 9E(6)(a) of the Agreement have made
26             application for the said licence;
27
28             NOW in consideration of the rents reserved by and the provisions
29             of the Agreement and in pursuance of the Iron Ore (Mount
30             Goldsworthy) Agreement Act 1964, as from time to time added to,
31             varied or amended, the Joint Venturers are hereby granted by this
32             licence authority to conduct on the land the subject of this licence
33             as more particularly delineated and described from time to time in
34             the Schedule hereto all activities (including the taking of stone,
35             sand, clay and gravel, the provision of temporary accommodation
36             facilities for the railway workforce in accordance with the
37             Agreement and, subject to the Rights in Water and Irrigation Act
38             1914 (WA), the operation of water bores) necessary for the
39             planning, design, construction, commissioning, operation and
40             maintenance on the land the subject of this licence of the Railway
41             and Additional Infrastructure (as defined in clause 9E(1) of the

                                                                         page 625
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1              Agreement) and access roads to be located on the land the subject
 2              of this licence in accordance with the provisions of the Agreement
 3              and proposals approved under the Agreement, for the term of 50
 4              years from the date hereof (subject to the sooner determination of
 5              the term upon the determination of the Agreement) and upon and
 6              subject to the terms covenants and conditions set out in the
 7              Agreement and the Mining Act 1978 as it applies to this licence,
 8              and any amendments to the Agreement and the Mining Act 1978
 9              from time to time and to the terms and conditions (if any) now or
10              hereafter endorsed hereon and the payment of rentals in respect of
11              this licence in accordance with clause 9E(6)(a)(i) of the Agreement
12              PROVIDED ALWAYS that this licence shall not be determined or
13              forfeited otherwise than in accordance with the Agreement.
14
15              In this licence:
16
17              -         If the Joint Venturers be more than one the liability of the
18                        Joint Venturers hereunder shall be joint and several.
19
20              -         Reference to an Act includes all amendments to that Act
21                        for the time being in force and also any Act passed in
22                        substitution therefore or in lieu thereof and to the
23                        regulations and by-laws of the time being in force
24                        thereunder.
25
26              -         Reference to "the Agreement" means such agreement as
27                        from time to time added to, varied or amended.
28
29              -         The terms "approved proposals", "Railway", "Railway
30                        Operation Date", and "Railway spur line" have the
31                        meanings given in the Agreement.
32


33                        (i)      ENDORSEMENTS AND CONDITIONS
34
35              Endorsements
36
37              1.        This licence is granted in accordance with proposals
38                        submitted on [ ], and approved by the Minister (as
39                        defined in the Agreement) on [ ], under the Agreement.
40


     page 626
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                           s. 33



 1             2.      The Joint Venturers are permitted to, in accordance with
 2                     approved proposals, take stone, sand, clay and gravel
 3                     from the land the subject of this licence for the
 4                     construction, operation and maintenance of the Railway
 5                     (including any Railway spur line) constructed within or
 6                     approved for construction within the area of land the
 7                     subject of this licence.
 8
 9             3.      Notwithstanding the Mining Act 1978, no royalty shall be
10                     payable under the Mining Act 1978 in respect of stone,
11                     sand, clay and gravel which the Joint Venturers are
12                     permitted by the Agreement to obtain from the land the
13                     subject of this licence.
14
15             4.      [Any further endorsement which the Minister for Mines
16                     may, consistent with the provisions of the Agreement,
17                     determines and thereafter impose in respect of this
18                     licence including during the term of the Agreement.]
19
20             Conditions
21
22             1.      (a)     Except as provided in paragraph (b), the Joint
23                             Venturers shall within 2 years after the Railway
24                             Operation Date surrender in accordance with the
25                             provisions of the Mining Act 1978 the area of
26                             this licence down to a maximum of 100 metres
27                             width or as otherwise approved by the Minister
28                             (as defined in the Agreement) for the safe
29                             operation of the Railway then constructed or
30                             approved for construction under approved
31                             proposals.
32
33                     (b)     Paragraph (a) shall not apply to land the subject
34                             of this licence that was included in this licence
35                             pursuant to clause 9E(6)(h) or clause 9E(6)(i) of
36                             the Agreement.
37
38             2.       The Joint Venturers shall as soon as possible after the
39                      construction of a Railway spur line or of an expansion
40                      or extension thereof as the case may be surrender in
41                      accordance with the Mining Act 1978 the land the

                                                                      page 627
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                        subject of this licence that was included in this licence
 2                        pursuant to clause 9E(6)(h) of the Agreement for the
 3                        purpose of such construction down to a maximum of
 4                        100 metres in width or as otherwise approved by the
 5                        Minister (as defined in the Agreement) for the safe
 6                        operation of that Railway spur line or expansion or
 7                        extension thereof as the case may be then constructed or
 8                        approved for construction under approved proposals.
 9
10              3.       [Any further conditions which the Minister for Mines
11                       may, consistent with the provisions of the Agreement,
12                       determines and thereafter impose in respect of this
13                       licence including during the term of the Agreement.]
14
15                                        SCHEDULE
16
17                                      Land description
18
19              Locality:
20              Mineral Field
21              Area:
22
23              DATED at Perth this            day of                      .
24
25              MINISTER FOR MINES
26
27
28




     page 628
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                             s. 33



 1                                   THIRD SCHEDULE
 2
 3                                WESTERN AUSTRALIA
 4
 5               IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT
 6                                ACT 1964
 7
 8                                   MINING ACT 1978
 9
10              MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
11                                ROAD
12
13
14             No.   MISCELLANEOUS LICENCE [ ]
15
16             WHEREAS by the Agreement (hereinafter called "the
17             Agreement") approved by and scheduled the Iron Ore (Mount
18             Goldsworthy) Agreement Act 1964, as from time to time added to,
19             varied or amended, the State agreed to grant to [   ] (hereinafter
20             with their successors and permitted assigns called "the Joint
21             Venturers") a miscellaneous licence for the construction use and
22             maintenance of a Lateral Access Road (as defined in the
23             Agreement) AND WHEREAS the Joint Venturers pursuant to
24             clause 9E(6)(a)(ii) of the Agreement have made application for the
25             said licence;
26
27             NOW in consideration of the rents reserved by and the provisions
28             of the Agreement and in pursuance of the Iron Ore (Mount
29             Goldsworthy) Agreement Act 1964, as from time to time added to,
30             varied or amended, the Joint Venturers are hereby authorised to
31             construct use and maintain a road on the land more particularly
32             delineated and described from time to time in the Schedule hereto
33             in accordance with the provisions of the Agreement and proposals
34             approved under the Agreement for a term of 4 years commencing
35             on the date hereof (subject to the sooner determination of the term
36             upon the cessation or determination of the Agreement) and for the
37             purposes and upon and subject to the terms covenants and
38             conditions set out in the Agreement and the Mining Act 1978 as it
39             applies to this licence, and any amendments to the Agreement and
40             the Mining Act 1978 from time to time and to the terms and
41             conditions (if any) now or hereafter endorsed hereon and the

                                                                        page 629
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1              payment of rentals in respect of this licence in accordance with
 2              clause 9E(6)(a)(ii) of the Agreement PROVIDED ALWAYS that
 3              this licence shall not be determined or forfeited otherwise than in
 4              accordance with the Agreement.
 5
 6              In this licence:
 7
 8              -         If the Joint Venturers be more than one the liability of the
 9                        Joint Venturers hereunder shall be joint and several.
10
11              -         Reference to an Act includes all amendments to that Act
12                        for the time being in force and also any Act passed in
13                        substitution therefore or in lieu thereof and to the
14                        regulations and by-laws of the time being in force
15                        thereunder.
16
17              -     Reference to "the Agreement" means such agreement as
18              from time to time added to, varied or amended.
19


20                        (ii)     ENDORSEMENTS AND CONDITIONS
21
22              Endorsements
23
24              1.        This licence is granted in accordance with proposals
25                        submitted on [ ], and approved by the Minister (as
26                        defined in the Agreement) on [ ], under the Agreement.
27
28              2.        [Any further endorsement which the Minister for Mines
29                        may, consistent with the provisions of the Agreement,
30                        determines and thereafter impose in respect of this
31                        licence including during the term of the Agreement.]
32
33              Conditions
34
35              [Such conditions which the Minister for Mines may, consistent
36              with the provisions of the Agreement, determines and thereafter
37              impose in respect of the licence, including during the term of the
38              Agreement.]
39
40


     page 630
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                        s. 33



 1                                     SCHEDULE
 2
 3                                   Description of land
 4
 5             Locality:
 6             Mineral Field:
 7             Area:
 8
 9             DATED at Perth this              day of              .
10
11             MINISTER FOR MINES
12




                                                                   page 631
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                                   FOURTH SCHEDULE
 2
 3                                 WESTERN AUSTRALIA
 4
 5                IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT
 6                                 ACT 1964
 7
 8                                    MINING ACT 1978
 9
10               MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
11                                 ROAD
12
13
14              No.   MISCELLANEOUS LICENCE [ ]
15
16              WHEREAS by the Agreement (hereinafter called "the
17              Agreement") approved by and scheduled the Iron Ore (Mount
18              Goldsworthy) Agreement Act 1964, as from time to time added to,
19              varied or amended, the State agreed to grant to [   ] (hereinafter
20              with their successors and permitted assigns called "the Joint
21              Venturers") a miscellaneous licence for the construction use and
22              maintenance of a Lateral Access Road (as defined in the
23              Agreement) AND WHEREAS the Joint Venturers pursuant to
24              clause 9E(6)(b) of the Agreement have made application for the
25              said licence;
26
27              NOW in consideration of the rents reserved by and the provisions
28              of the Agreement and in pursuance of the Iron Ore (Mount
29              Goldsworthy) Agreement Act 1964, as from time to time added to,
30              varied or amended, the Joint Venturers are hereby authorised to
31              construct use and maintain a road on the land more particularly
32              delineated and described from time to time in the Schedule hereto
33              in accordance with the provisions of the Agreement and proposals
34              approved under the Agreement for a term of 4 years commencing
35              on the date hereof (subject to the sooner determination of the term
36              upon the cessation or determination of the Agreement) and for the
37              purposes and upon and subject to the terms covenants and
38              conditions set out in the Agreement and the Mining Act 1978 as it
39              applies to this licence, and any amendments to the Agreement and
40              the Mining Act 1978 from time to time and to the terms and
41              conditions (if any) now or hereafter endorsed hereon and the

     page 632
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                               s. 33



 1             payment of rentals in respect of this licence in accordance with
 2             clause 9E(6)(b) of the Agreement PROVIDED ALWAYS that this
 3             licence shall not be determined or forfeited otherwise than in
 4             accordance with the Agreement.
 5
 6             In this licence:
 7
 8             -         If the Joint Venturers be more than one the liability of the
 9                       Joint Venturers hereunder shall be joint and several.
10
11             -         Reference to an Act includes all amendments to that Act
12                       for the time being in force and also any Act passed in
13                       substitution therefore or in lieu thereof and to the
14                       regulations and by-laws of the time being in force
15                       thereunder.
16
17             -     Reference to "the Agreement" means such agreement as
18             from time to time added to, varied or amended.
19


20                       (iii)    ENDORSEMENTS AND CONDITIONS
21
22             Endorsements
23
24             1.        This licence is granted in accordance with proposals
25                       submitted on [ ], and approved by the Minister (as
26                       defined in the Agreement) on [ ], under the Agreement.
27
28             2.        [Any further endorsement which the Minister for Mines
29                       may, consistent with the provisions of the Agreement,
30                       determines and thereafter impose in respect of this
31                       licence including during the term of the Agreement.]
32
33             Conditions
34
35             [Such conditions which the Minister for Mines may, consistent
36             with the provisions of the Agreement, determines and thereafter
37             impose in respect of the licence, including during the term of the
38             Agreement.]
39
40


                                                                           page 633
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1                                      SCHEDULE
 2
 3                                    Description of land
 4
 5              Locality:
 6              Mineral Field:
 7              Area:
 8
 9              DATED at Perth this              day of             .
10
11              MINISTER FOR MINES"
12
13




     page 634
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended          Part 8

                                                                               s. 33



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                      )
 4   COLIN JAMES BARNETT                           )     [Signature]
 5   in the presence of:                           )
 6
             [Signature]
          STEPHEN WOOD
 7
 8
 9
10   EXECUTED by BHP BILLITON                      )
11   MINERALS PTY. LTD. ACN 008 694                )
12   782 in accordance with section 127(1) of      )
13   the Corporations Act                          )
14
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
15
     STEWART HART                    ROBIN B LEES
     Name of Director                Name of Director/Company Secretary
16
17
18
19   EXECUTED by MITSUI IRON ORE                   )
20   CORPORATION PTY. LTD. ACN                     )
21   050 157 456 in accordance with section        )
22   127(1) of the Corporations Act                )
23
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
24
     RYUZO NAKAMURA                  GAVIN PETER PATTERSON
     Name of Director                Name of Director/Company Secretary
25
26




                                                                        page 635
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 8         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 33



 1   Signed by Shuzaburo Tsuchihashi as         )
 2   attorney for ITOCHU MINERALS &             )
 3   ENERGY OF AUSTRALIA PTY.                   )
 4   LTD. ACN 009 256 259 under power           )
 5   of attorney dated 12 November 2010         )
 6   in the presence of:                        )
 7
     [Signature]                  [Signature]
     Signature of witness         Shuzaburo Tsuchihashi
 8
     YASUSHI FUKUMURA
     Name of witness (print)
 9
10




     page 636
                        Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
           Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended      Part 9

                                                                                 s. 34



 1               Part 9 -- Iron Ore (Goldsworthy-Nimingarra)
 2                      Agreement Act 1972 amended
 3   34.          Act amended
 4                This Part amends the Iron Ore (Goldsworthy-Nimingarra)
 5                Agreement Act 1972.

 6   35.          Section 2 amended
 7         (1)    In section 2 insert in alphabetical order:
 8

 9                        the Second Variation Agreement means the agreement
10                        a copy of which is set out in Schedule 3.
11

12         (2)    In section 2 in the definition of the Joint Venturers delete
13                "Agreement." and insert:
14

15                Agreement;
16


17   36.          Sections 6 and 7 inserted
18                After section 5 insert:
19


20           6.           Second Variation Agreement
21                (1)     The Second Variation Agreement is ratified.
22                (2)     The implementation of the Second Variation
23                        Agreement is authorised.
24                (3)     Without limiting or otherwise affecting the application
25                        of the Government Agreements Act 1979, the Second
26                        Variation Agreement is to operate and take effect
27                        despite any other Act or law.



                                                                            page 637
    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
    Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

    s. 37



1           7.        State empowered under clause 16C(9)(a)
2                     The State has power in accordance with
3                     clause 16C(9)(a) of the Agreement.
4


5   37.          Schedule 3 inserted
6                After Schedule 2 insert:
7




    page 638
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
       Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                         s. 43



 1             Schedule 3 -- Second Variation Agreement
 2                                                                       [s. 2]
 3                                       2010
 4
 5
 6
 7             THE HONOURABLE COLIN JAMES BARNETT
 8          PREMIER OF THE STATE OF WESTERN AUSTRALIA
 9
10                                       AND
11
12                   BHP BILLITON MINERALS PTY. LTD.
13                            ACN 008 694 782
14
15              MITSUI IRON ORE CORPORATION PTY. LTD.
16                           ACN 050 157 456
17
18       ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
19                       ACN 009 256 259
20
21
22   ________________________________________________________________
23
24    IRON ORE (GOLDSWORTHY-NIMINGARRA) AGREEMENT 1972
25
26                 RATIFIED VARIATION AGREEMENT
27   ________________________________________________________________
28
29
30
31                                [Solicitor's details]
32
33
34
35
36
37
38
39
40


                                                                      page 639
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6
 7   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 8   State of Western Australia, acting for and on behalf of the said State and
 9   instrumentalities thereof from time to time (State)
10
11   AND
12
13   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
14   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI
15   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456, of Level 16,
16   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
17   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
18   of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia
19   (Joint Venturers).
20
21
22   RECITALS
23
24   A.      The State and the Joint Venturers are now the parties to the agreement
25           dated 12 April 1972 approved by and scheduled to the Iron Ore
26           (Goldsworthy-Nimingarra) Agreement Act 1972 and which as
27           subsequently added to, varied or amended is referred to in this Agreement
28           as the "Principal Agreement".

29   B.      The State and the Joint Venturers wish to vary the Principal Agreement.
30
31
32   THE PARTIES AGREE AS FOLLOWS:
33
34   1.      Subject to the context, the words and expressions used in this Agreement
35           have the same meanings respectively as they have in and for the purpose
36           of the Principal Agreement.

37   2.      The State shall sponsor a Bill in the Parliament of Western Australia to
38           ratify this Agreement and shall endeavour to secure its passage as an Act
39           prior to 31 December 2010 or such later date as the parties may agree.

     page 640
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                                   s. 43



 1   3.      (a)   Clause 4 does not come into operation unless or until an Act passed
 2                 in accordance with clause 2 ratifies this Agreement.

 3           (b)   If by 30 June 2011, or such later date has may be agreed pursuant
 4                 to clause 2, clause 4 has not come into operation then unless the
 5                 parties hereto otherwise agree this Agreement shall cease and
 6                 determine and neither party shall have any claim against the other
 7                 party with respect to any matter or thing arising out of or done or
 8                 performed or omitted to be done or performed under this
 9                 Agreement.

10   4.     The Principal Agreement is varied as follows:

11          (1)    in clause 1:

12                 (a)   by deleting the existing definitions of "beneficiated ore",
13                       "deemed f.o.b. value", "fine ore" and "lump ore";

14                 (b)   by inserting in the appropriate alphabetical positions the
15                       following new definitions:

16                       "approved proposal" means a proposal approved or
17                       determined under this Agreement;

18                       "beneficiated ore" means iron ore that has been concentrated
19                       or upgraded (otherwise than solely by crushing, screening,
20                       separating by hydrocycloning or a similar technology which
21                       uses primarily size as a criterion, washing, scrubbing,
22                       trommelling or drying or by a combination of 2 or more of
23                       those processes) by the Joint Venturers in a plant constructed
24                       pursuant to a proposal approved pursuant to an Integration
25                       Agreement or in such other plant as is approved by the
26                       Minister after consultation with the Minister for Mines and
27                       "beneficiation" and "beneficiate" have corresponding
28                       meanings;

29                       "deemed f.o.b. value" means an agreed or determined value
30                       of the iron ore as if the iron ore was sold f.o.b. at the deemed
31                       f.o.b. point as at:




                                                                               page 641
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1                     (a)    in the case of iron ore the property of the Joint
 2                            Venturers which is shipped out of the said State, the
 3                            date of shipment; and

 4                     (b)    in any other case, the date of sale, transfer of
 5                            ownership, disposal or use as the case may be;

 6                     "EP Act" means the Environmental Protection Act 1986
 7                     (WA);

 8                     "fine ore" means iron ore (not being beneficiated ore) which
 9                     is screened and will pass through a 6.3 millimetre mesh
10                     screen;

11                     "Government agreement" has the meaning given in the
12                     Government Agreements Act 1979 (WA);

13                     "Integration Agreement" means:

14                     (a)    the agreement approved by and scheduled to the Iron
15                            Ore (Hamersley Range) Agreement Act 1963, as from
16                            time to time added to, varied or amended; or

17                     (b)    the agreement approved by and scheduled to the Iron
18                            Ore (Robe River) Agreement Act 1964, as from time
19                            to time added to, varied or amended; or

20                     (c)    the agreement approved by and scheduled to the Iron
21                            Ore (Hamersley Range) Agreement Act Amendment
22                            Act 1968, as from time to time added to, varied or
23                            amended; or

24                     (d)    the agreement ratified by and scheduled to the Iron
25                            Ore (Mount Bruce) Agreement Act 1972, as from time
26                            to time added to, varied or amended; or

27                     (e)    the agreement ratified by and scheduled to the Iron
28                            Ore (Hope Downs) Agreement Act 1992, as from time
29                            to time added to, varied or amended; or




     page 642
               Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                                 s. 43



 1                  (f)    the agreement ratified by and scheduled to the Iron
 2                         Ore (Yandicoogina) Agreement Act 1996, as from
 3                         time to time added to, varied or amended; or

 4                  (g)    the agreement approved by and scheduled to the Iron
 5                         Ore (Mount Newman) Agreement Act 1964, as from
 6                         time to time added to, varied or amended; or

 7                  (h)    the agreement approved by and scheduled to the Iron
 8                         Ore (Mount Goldsworthy) Agreement Act 1964, as
 9                         from time to time added to, varied or amended; or

10                  (i)    the agreement ratified by and scheduled to the Iron
11                         Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
12                         as from time to time added to, varied or amended; or

13                  (j)    the agreement authorised by and as scheduled to the
14                         Iron Ore (McCamey's Monster) Agreement
15                         Authorisation Act 1972, as from time to time added to,
16                         varied or amended; or

17                  (k)    the agreement ratified by and scheduled to the Iron
18                         Ore (Marillana Creek) Agreement Act 1991, as from
19                         time to time added to, varied or amended;

20                  "Integration Proponent" means in relation to an Integration
21                  Agreement, "the Company" or "the Joint Venturers" as the
22                  case may be as defined in, and for the purpose of, that
23                  Integration Agreement;

24                  "iron ore" includes, without limitation, beneficiated ore;

25                  "laws relating to native title" means laws applicable from
26                  time to time in the said State in respect of native title and
27                  includes the Native Title Act 1993 (Commonwealth);

28                  "loading port" means:

29                  (a)    the Port of Dampier; or

30                  (b)    Port Walcott; or


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 1                     (c)    the Port of Port Hedland; or

 2                     (d)    any other port constructed after the variation date
 3                            under an Integration Agreement; or

 4                     (e)    such other port approved by the Minister at the
 5                            request of the Joint Venturers from time to time for
 6                            the shipment of iron ore from the mineral lease;

 7                     "lump ore" means iron ore (not being beneficiated ore)
 8                     which is screened and will not pass through a 6.3 millimetre
 9                     mesh screen;

10                     "Minister for Mines" means the Minister in the Government
11                     of the said State for the time being responsible (under
12                     whatsoever title) for the administration of the Mining Act
13                     1904 and the Mining Act 1978;

14                     "Related Entity" means a company in which:

15                     (a)    as at 21 June 2010; and

16                     (b)    after 21 June 2010, with the approval of the Minister,

17                     a direct or (through a subsidiary or subsidiaries within the
18                     meaning of the Corporations Act 2001 (Commonwealth))
19                     indirect shareholding of 20% or more is held by:
20
21                     (c)    Rio Tinto Limited ABN 96 004 458 404; or
22
23                     (d)    BHP Billiton Limited ABN 49 004 028 077; or

24                     (e)    those companies referred to in paragraphs (c) and (d)
25                            in aggregate;

26                     "said State" means the State of Western Australia;

27                     "variation date" means the date on which clause 4 of the
28                     variation agreement made on or about 17 November 2010
29                     between the State and the Joint Venturers comes into
30                     operation;


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 1            (c)   in the definition of "agreed or determined" by:

 2                  (i)     inserting "(following, if requested by the Joint
 3                          Venturers, consultation with the Joint Venturers and
 4                          their consultants in regard thereto)" after "as
 5                          determined by the Minister";

 6                  (ii)    deleting "assessed at" and substituting "assessed on";
 7                          and

 8                  (iii)   deleting all the words after "shall have regard to" and
 9                          substituting a colon followed by:
10
11                          "(i)   in the case of iron ore initially sold at cost
12                                 pursuant to the proviso to clause 13, the prices
13                                 for that type of iron ore prevailing at the time
14                                 the price for such iron ore was agreed between
15                                 the arm's length purchaser referred to in
16                                 paragraph (iii) of that proviso and the seller in
17                                 relation to the type of sale and the relevant
18                                 international seaborne iron ore market into
19                                 which such iron ore was sold and where prices
20                                 beyond the deemed f.o.b. point are being
21                                 considered the deductions mentioned in the
22                                 definition of f.o.b. value; and
23
24                          (ii)   in any other case, the prices for that type of iron
25                                 ore prevailing at the time the price for such iron
26                                 ore was agreed between the Joint Venturers and
27                                 the purchaser in relation to the type of sale and
28                                 the market into which such iron ore was sold
29                                 and where prices beyond the deemed f.o.b.
30                                 point are being considered the deductions
31                                 mentioned in the definition of f.o.b. value;"

32            (d)   in the definition of "deemed f.o.b. point" by deleting "Joint
33                  Venturers' wharf" and substituting "relevant loading port";

34            (e)   in the definition of "f.o.b. value" by:

35                  (i)     in paragraph (i):

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 1                             (A)     inserting "subject to paragraph (ii)," before "in
 2                                     the case of";

 3                             (B)     deleting "assessed at" and substituting "assessed
 4                                     on";

 5                             (C)     deleting "Joint Venturers' wharf"             and
 6                                     substituting "relevant loading port"; and

 7                             (D)     inserting "after loading on and departure of ship
 8                                     from the relevant loading port" before the semi
 9                                     colon at the end of subparagraph (6);

10                     (ii)    renumbering paragraph (ii) as paragraph (iii); and

11                     (iii)   inserting after paragraph (i) the following new
12                             paragraph:

13                             "(ii)   in the case of iron ore initially sold at cost
14                                     pursuant to the proviso to clause 13, the price
15                                     which is payable for the iron ore by the arm's
16                                     length purchaser as referred to in paragraph (iii)
17                                     of that proviso or, where the Minister
18                                     considers, following advice from the
19                                     appropriate Government department, that the
20                                     price payable in respect of the iron ore does not
21                                     represent a fair and reasonable market value for
22                                     that type of iron ore assessed on an arm's length
23                                     basis in the relevant international seaborne iron
24                                     ore market, such amount as is agreed or
25                                     determined as representing such a fair and
26                                     reasonable market value, less all duties, taxes,
27                                     costs and charges referred to in paragraph (i)
28                                     above";

29               (f)   in the definition of "Joint Venturers' wharf" by inserting
30                     "and in clause 13 also any additional wharf constructed by
31                     the Joint Venturers pursuant to this Agreement" before the
32                     semi colon;

33



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 1            (g)   in the definition of "mineral lease" by inserting "(and any
 2                  areas added to it pursuant to clause 9A)" after "clause 9(1)";

 3            (h)   in the definition of "secondary processing" by deleting
 4                  "concentration or other beneficiation of iron ore other than
 5                  by crushing or screening" and substituting "beneficiation of
 6                  iron ore";

 7            (i)   in the sentence commencing "marginal notes" by inserting
 8                  "and clause headings" after "marginal notes"; and

 9            (j)   by inserting at the end of clause 1 the following new
10                  sentences:

11                  "Words in the singular shall include the plural and words in
12                  the plural shall include the singular according to the
13                  requirements of the context.

14                  Nothing in this Agreement shall be construed:

15                  (a)    to exempt the Joint Venturers from compliance with
16                         any requirement in connection with the protection of
17                         the environment arising out of or incidental to their
18                         activities under this Agreement that may be made by
19                         or under the EP Act; or

20                  (b)    to exempt the State or the Joint Venturers from
21                         compliance with or to require the State or the Joint
22                         Venturers to do anything contrary to any laws relating
23                         to native title or any lawful obligation or requirement
24                         imposed on the State or the Joint Venturers as the case
25                         may be pursuant to any laws relating to native title; or

26                  (c)    to exempt the Joint Venturers from compliance with
27                         the provisions of the Aboriginal Heritage Act 1972
28                         (WA).";




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 1           (2)   by deleting clause 8 and substituting the following new clauses:

 2                 "Additional Proposals

 3                 8.    (1)   If the Joint Venturers, at any time during the
 4                             continuance of this Agreement after the variation date,
 5                             desire to significantly modify, expand or otherwise
 6                             vary their activities carried on pursuant to this
 7                             Agreement (other than under clause 16C) beyond
 8                             those activities specified in any proposals approved
 9                             pursuant to clause 7 they shall give notice of such
10                             desire to the Minister and within 2 months thereafter
11                             shall submit to the Minister detailed proposals in
12                             respect of all matters covered by such notice and such
13                             of the other matters mentioned in clause 6(1)(a) as the
14                             Minister may require.

15                       (2)   A proposal may with the consent of the Minister
16                             (except in relation to an Integration Agreement) and
17                             that of any parties concerned (being in respect of an
18                             Integration Agreement the Integration Proponent for
19                             that agreement) provide for the use by the Joint
20                             Venturers of any works installations or facilities
21                             constructed or established under a Government
22                             agreement.

23                       (3)   Each of the proposals pursuant to subclause (1) may
24                             with the approval of the Minister, or shall if so
25                             required by the Minister, be submitted separately and
26                             in any order as to any matter or matters in respect of
27                             which such proposals are required to be submitted.

28                       (4)   At the time when the Joint Venturers submit the said
29                             proposals they shall submit to the Minister details of
30                             any services (including any elements of the project
31                             investigations, design and management) and any
32                             works materials, plant, equipment and supplies that
33                             they propose to consider obtaining from or having
34                             carried out or permitting to be obtained from or
35                             carried out outside Australia together with their


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                                                                              s. 43



 1                         reasons therefor and shall, if required by the Minister,
 2                         consult with the Minister with respect thereto.

 3                  (5)    The Joint Venturers may withdraw their proposals
 4                         pursuant to subclause (1) at any time before approval
 5                         thereof, or where any decision in respect thereof is
 6                         referred to arbitration as referred to in clause 8A,
 7                         within 3 months after the award by notice to the
 8                         Minister that they shall not be proceeding with the
 9                         same.

10
11     Consideration of Joint Venturers' proposals under clause 8
12
13     8A. (1)      In respect of each proposal pursuant to subclause (1) of
14                  clause 8 the Minister shall:
15
16                  (a)    subject to the limitations set out below, refuse to
17                         approve the proposal (whether it requests the grant of
18                         new tenure or not) if the Minister is satisfied on
19                         reasonable grounds that it is not in the public interest
20                         for the proposal to be approved; or
21
22                  (b)   approve of the proposal without qualification or
23                        reservation; or
24
25                  (c)   defer consideration of or decision upon the same until
26                        such time as the Joint Venturers submit a further
27                        proposal or proposals in respect of some other of the
28                        matters mentioned in clause 8(1) not covered by the
29                        said proposal; or
30
31                  (d)   require as a condition precedent to the giving of his
32                        approval to the said proposal that the Joint Venturers
33                        make such alteration thereto or comply with such
34                        conditions in respect thereto as he thinks reasonable,
35                        and in such a case the Minister shall disclose his
36                        reasons for such conditions,
37
38                  PROVIDED ALWAYS that where implementation of any
39                  proposals hereunder has been approved pursuant to the

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 1                     EP Act subject to conditions or procedures, any approval or
 2                     decision of the Minister under this clause shall if the case so
 3                     requires incorporate a requirement that the Joint Venturers
 4                     make such alterations to the proposals as may be necessary
 5                     to make them accord with those conditions or procedures.
 6
 7                     In considering whether to refuse to approve a proposal the
 8                     Minister is to assess whether or not the implementation of
 9                     the proposal by itself, or together with any one or more of
10                     the other submitted proposals, will:
11
12                     (i)     detrimentally    affect    economic   and   orderly
13                             development in the said State, including without
14                             limitation, infrastructure development in the said
15                             State; or
16
17                     (ii)    be contrary to or inconsistent with the planning and
18                             development policies and objectives of the State; or
19
20                     (iii)   detrimentally affect the rights and interests of third
21                             parties; or
22
23                     (iv)    detrimentally affect access to and use by others of the
24                             lands the subject of any grant or proposed grant to the
25                             Joint Venturers.
26
27                     The right to refuse to approve a proposal conferred by
28                     paragraph (a) may only be exercised in respect of a proposal
29                     where the Minister is satisfied on reasonable grounds that a
30                     purpose of the proposal is the integrated use of works
31                     installations or facilities (as defined in subclause (7) of
32                     clause 16A for the purpose of that clause) as contemplated
33                     by clause 16A. It may not be so exercised in respect of a
34                     proposal if pursuant to clause 8B(5) the Minister, prior to the
35                     submission of the proposal, advised the Joint Venturers in
36                     writing that the Minister has no public interest concerns (as
37                     defined in that clause) with the single preferred development
38                     (as referred to in clause 8B(5)(a)) the subject of the
39                     submitted proposals and those proposals are consistent (as to
40                     their substantive scope and content) with the information


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                                                                             s. 43



 1                  provided to the Minister pursuant to clause 8B(5) in respect
 2                  of that single preferred development.
 3
 4            (2)   The Minister shall within 2 months after receipt of proposals
 5                  pursuant to clause 8(1) give notice to the Joint Venturers of
 6                  his decision in respect to the proposals, PROVIDED THAT
 7                  where a proposal is to be assessed under Part IV of the EP
 8                  Act the Minister shall only give notice to the Joint Venturers
 9                  of his decision in respect to the proposal within 2 months
10                  after service on him of an authority under section 45(7) of
11                  the EP Act.
12
13            (3)   If the decision of the Minister is as mentioned in either of
14                  paragraphs (a), (c) or (d) of subclause (1) the Minister shall
15                  afford the Joint Venturers full opportunity to consult with
16                  him and should they so desire to submit new or revised
17                  proposals either generally or in respect to some particular
18                  matter.
19
20            (4)   If the decision of the Minister is as mentioned in either of
21                  paragraphs (c) or (d) of subclause (1) and the Joint Venturers
22                  consider that the decision is unreasonable the Joint Venturers
23                  within 2 months after receipt of the notice mentioned in
24                  subclause (2) may elect to refer to arbitration in the manner
25                  hereinafter provided the question of the reasonableness of
26                  the decision PROVIDED THAT any requirement of the
27                  Minister pursuant to the proviso to subclause (1) shall not be
28                  referable to arbitration hereunder. A decision of the Minister
29                  under paragraph (a) of subclause (1) shall not be referable to
30                  arbitration under this Agreement.
31
32            (5)   If by the award made on the arbitration pursuant to subclause
33                  (4) the dispute is decided in favour of the Joint Venturers the
34                  decision shall take effect as a notice by the Minister that he
35                  is so satisfied with and approves the matter or matters the
36                  subject of the arbitration.
37
38            (6)   The Joint Venturers shall implement the approved proposals
39                  in accordance with the terms thereof.
40




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 1                (7)   Notwithstanding clause 40, the Minister may during the
 2                      implementation of approved proposals approve variations to
 3                      those proposals.
 4
 5           Notification of possible proposals
 6
 7           8B. (1)    If the Joint Venturers, upon completion of a pre-feasibility
 8                      study in respect of any matter that would require the
 9                      submission and approval of proposals pursuant to this
10                      Agreement (being proposals which will have as this purpose,
11                      or one of their purposes, the integrated use of works
12                      installations or facilities as contemplated by clause 16A) for
13                      the matter to be undertaken, intend to further consider the
14                      matter with a view to possibly submitting such proposals
15                      they shall promptly notify the Minister in writing giving
16                      reasonable particulars of the relevant matter.
17
18                (2)   Within one (1) month after receiving the notification the
19                      Minister may, if the Minister so wishes, inform the Joint
20                      Venturers of the Minister's views of the matter at that stage.
21
22                (3)   If the Joint Venturers are informed of the Minister's views,
23                      they shall take them into account in deciding whether or not
24                      to proceed with their consideration of the matter and the
25                      submission of proposals.
26
27                (4)   Neither the Minister's response nor the Minister choosing not
28                      to respond shall in any way limit, prejudice or otherwise
29                      affect the exercise by the Minister of the Minister's powers,
30                      or the performance of the Minister's obligations, under this
31                      Agreement or otherwise under the laws from time to time of
32                      the said State.
33
34                (5)   (a)   This subclause applies where the Joint Venturers have
35                            settled upon a single preferred development a purpose
36                            of which is the integrated use of works installations or
37                            facilities (as defined in subclause (7) of clause 16A
38                            for the purpose of that clause) as contemplated by
39                            clause 16A.
40




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                                                                             s. 43



 1                  (b)   For the purpose of this subclause "public interest
 2                        concerns" means any concern that implementation of
 3                        the single preferred development or any part of it will:
 4
 5                        (i)     detrimentally affect economic and orderly
 6                                development in the said State, including
 7                                without limitation, infrastructure development
 8                                in the said State; or
 9
10                        (ii)    be contrary to or inconsistent with the planning
11                                and development policies and objectives of the
12                                State; or
13
14                        (iii)   detrimentally affect the rights and interests of
15                                third parties; or
16
17                        (iv)    detrimentally affect access to and use by others
18                                of lands the subject of any grant or proposed
19                                grant to the Joint Venturers.
20
21                  (c)   At any time prior to submission of proposals the Joint
22                        Venturers may give to the Minister notice of their
23                        single preferred development and request the Minister
24                        to confirm that the Minister has no public interest
25                        concerns with that single preferred development.
26
27                  (d)   The Joint Venturers shall furnish to the Minister with
28                        their notice reasonable particulars of the single
29                        preferred development including, without limitation:
30
31                        (i)     as to the matters that would be required to be
32                                addressed in submitted proposals; and
33
34                        (ii)    their progress in undertaking any feasibility or
35                                other studies or matters to be completed before
36                                submission of proposals; and
37
38                        (iii)   their timetable for obtaining required statutory
39                                and other approvals in relation to the
40                                submission and approval of proposals; and
41


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 1                             (iv)    their tenure requirements.
 2
 3                      (e)    If so required by the Minister, the Joint Venturers will
 4                             provide to the Minister such further information
 5                             regarding the single preferred development as the
 6                             Minister may require from time to time for the purpose
 7                             of considering the Joint Venturers' request and also
 8                             consult with the Minister or representatives or officers
 9                             of the State in regard to the single preferred
10                             development.
11
12                      (f)    Within 2 months after receiving the notice (or if the
13                             Minister requests further information, within 2 months
14                             after the provision of that information) the Minister
15                             must advise the Joint Venturers:
16
17                             (i)     that the Minister has no public interest concerns
18                                     with the single preferred development; or
19
20                             (ii)    that he is not then in a position to advise that he
21                                     has no public interest concerns with the single
22                                     preferred development and the Minister's
23                                     reasons in that regard.
24
25                      (g)   If the Minister gives the advice mentioned in
26                            paragraph (f)(ii) the Joint Venturers may, should they
27                            so desire, give a further request to the Minister in
28                            respect of a revised or alternate single preferred
29                            development and the provisions of this subclause shall
30                            apply mutatis mutandis thereto.";

31           (3)   by inserting after clause 9 the following new clauses:

32                 "Additional areas

33                 9A. (1)     Notwithstanding the provisions of the Mining Act
34                             1904 or the Mining Act 1978 the Joint Venturers may
35                             from time to time during the currency of this
36                             Agreement apply to the Minister for areas held by the
37                             Joint Venturers or an associated company under a
38                             mining tenement granted under the Mining Act 1978

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 1                         to be included in the mineral lease referred to in
 2                         clause 9(1) but so that the total area of that mineral
 3                         lease, the mining lease referred to in clause 9(2), any
 4                         land that may be included in that mineral lease or
 5                         mining lease pursuant to this Agreement and of any
 6                         other mineral lease or mining lease granted under or
 7                         pursuant to this Agreement (as aggregated) shall not at
 8                         any time exceed 777 square kilometres. The Minister
 9                         shall confer with the Minister for Mines in regard to
10                         any such application and if they approve the
11                         application the Minister for Mines shall upon the
12                         surrender of the relevant mining tenement include the
13                         area the subject thereof in the relevant mineral lease
14                         by endorsement subject to such of the conditions of
15                         the surrendered mining tenement as the Minister for
16                         Mines determines but otherwise subject to the same
17                         terms covenants and conditions as apply to the
18                         relevant mineral lease (with such apportionment of
19                         rents as is necessary) and notwithstanding that the
20                         survey of such additional land has not been completed
21                         but subject to correction to accord with the survey
22                         when completed at the Joint Venturers' expense.

23                  (2)    The Minister may approve, upon application by the
24                         Joint Venturers from time to time, for the total area
25                         referred to in subclause (1) to be increased up to a
26                         limit not exceeding 1,000 square kilometres.

27                  (3)    The Joint Venturers shall not mine or carry out other
28                         activities (other than exploration, bulk sampling and
29                         testing) on any area or areas added to a mineral lease
30                         pursuant to subclause (1) of this clause unless and
31                         until proposals with respect thereto are approved or
32                         determined pursuant to the subsequent provisions of
33                         this clause.

34                  (4)    If the Joint Venturers desire to commence mining of
35                         iron ore or to carry out any other activities (other than
36                         as aforesaid) on the said areas they shall give notice of
37                         such desire to the Minister and shall within 2 months
38                         of the date of such notice (or thereafter within such

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 1                            extended time as the Minister may allow as
 2                            hereinafter provided) and subject to the provisions of
 3                            this Agreement submit to the Minister to the fullest
 4                            extent reasonably practicable their detailed proposals
 5                            (which proposals shall include plans where practicable
 6                            and specifications where reasonably required by the
 7                            Minister) with respect to such mining or other
 8                            activities as additional proposals pursuant to clause 8.

 9               Blending of iron ore
10
11               9B. (1)      The Joint Venturers may blend iron ore mined from
12                            the mineral lease with any:
13
14                            (a)   iron ore mined from a mining tenement or other
15                                  mining title granted under, or pursuant to, an
16                                  Integration Agreement; or
17
18                            (b)   iron ore mined from a Mining Act 1978 mining
19                                  lease located in, or proximate to, the Pilbara
20                                  region of the said State which is held by a
21                                  Related Entity alone or with a third party or
22                                  parties (excluding any mining lease granted
23                                  pursuant to, or held under, a Government
24                                  agreement); or
25
26                            (c)   with the prior approval of the Minister, iron ore
27                                  mined in, or proximate to, the Pilbara region of
28                                  the said State under a Government agreement
29                                  (excluding an Integration Agreement); or
30
31                            (d)   with the prior approval of the Minister, iron ore
32                                  mined by a third party from a Mining Act 1978
33                                  mining lease located in, or proximate to, the
34                                  Pilbara region of the said State (excluding
35                                  under a Government agreement) which has
36                                  been purchased by an Integration Proponent
37                                  from the third party.




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 1                  (2)    The authority given under subclause (1) is subject to
 2                         the Minister being reasonably satisfied that there are
 3                         in place adequate systems and controls for the correct
 4                         apportionment of the quantities of iron ore being
 5                         blended as between each of the sources referred to in
 6                         subclause (1), which systems and controls monitor
 7                         production, processing, transportation, stockpiling and
 8                         shipping of all such iron ore. If at any time the
 9                         Minister ceases to be so satisfied he may, after
10                         consulting the Joint Venturers and provided the Joint
11                         Venturers have not within three (3) months after the
12                         commencement of such consultation addressed the
13                         matters of concern to the Minister to his satisfaction,
14                         by notice in writing to the Joint Venturers suspend the
15                         above authority in respect of the relevant blending
16                         arrangements until he is again satisfied in terms of this
17                         subclause (2).

18                  (3)    If any blending of iron ore occurs as contemplated by
19                         this clause, then for the purposes of clauses 33(1) and
20                         (2), a portion of the iron ore so blended being equal to
21                         the proportion that the amount of iron ore from the
22                         mineral lease used in the admixture of iron ore bears
23                         to the total amount of iron ore so blended, shall be
24                         deemed to be produced from the mineral lease.";

25     (4)    in clause 11(1) by:

26            (a)   deleting "clause 7" and substituting "clauses 7 or 8A";

27            (b)   inserting "or cause to be granted" after "grant";

28            (c)   deleting "or to a company nominated by the Joint Venturers
29                  and approved by the Minister (referred to in this clause as
30                  "the nominated company") in fee simple or";

31            (d)   deleting paragraph (ii) and substituting the following new
32                  subparagraph:




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 1                        "(ii)   at commercial rentals, licence or easement fees as
 2                                applicable - leases, licences or easements within the
 3                                Port of Port Hedland;";

 4                  (e)   inserting the ", the Port Authorities Act 1999 (WA)" after
 5                        "1926"; and

 6                  (f)   inserting "installations or facilities" before "and operations
 7                        hereunder";

 8           (5)    by inserting after subclause (6) of clause 11 the following new
 9                  subclause:
10
11                 "(6a) The provisions of subclauses (1) and (4) of this clause shall
12                       not operate so as to require the State to grant or vary, or
13                       cause to be granted or varied, any lease licence or other right
14                       or title until all processes necessary under any laws relating
15                       to native title to enable that grant or variation to proceed,
16                       have been completed.";

17           (6)    by deleting clause 13 and substituting the following new clause:

18                 "13.   The Joint Venturers shall ship, or procure the shipment of,
19                        all iron ore mined from the mineral lease, and sold:
20
21                        (a)     from the Joint Venturers' wharf; or
22
23                        (b)     from any other wharf in a loading port which wharf
24                                has been constructed under an Integration
25                                Agreement; or
26
27                        (c)     with the Minister's approval given before submission
28                                of proposals in that regard, from any other wharf in a
29                                loading port which wharf has been constructed under
30                                another Government agreement (excluding the
31                                Integration Agreements),
32
33                        and use their best endeavours to obtain therefor the best
34                        price possible having regard to market conditions from time
35                        to time prevailing PROVIDED THAT iron ore from the
36                        mineral lease may be sold by the Joint Venturers prior to or

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 1                  at the time of the shipment under this Agreement at a price
 2                  equal to the production costs in respect of that iron ore up to
 3                  the point of sale, if:
 4
 5                  (i)     the Minister is notified before the time of shipment
 6                           that the sale is to be made at cost, providing details of
 7                           the proposed sale; and
 8
 9                  (ii)    the Minister is notified of the proposed arm's length
10                           purchaser in the relevant international seaborne iron
11                           ore market of the iron ore the subject of the proposed
12                           sale at cost; and
13
14                  (iii)   there is included in the return lodged pursuant to
15                           clause 33(2) particulars of the transaction in which
16                           the ore sold at cost was subsequently purchased in
17                           the relevant international seaborne iron ore market by
18                           an arm's length purchaser specifying the purchaser,
19                           the seller, the price and the date when the sale was
20                           agreed between the arm's length purchaser and the
21                           seller; and
22
23                  (iv)    the arm's length purchaser referred to in paragraph
24                           (iii) above is not then a designated purchaser as
25                           referred to below.
26
27                  If required by notice in writing from the Minister, the Joint
28                  Venturers must provide the Minister within 30 days after
29                  receiving the notice with evidence that the transaction as
30                  included in the return pursuant to paragraph (iii) above was a
31                  sale in the relevant international seaborne iron ore market to
32                  an independent participant in that market. If no evidence is
33                  provided or the Minister is not so satisfied on the evidence
34                  provided or other information obtained, the Minister may by
35                  notice to the Joint Venturers designate the purchaser to be a
36                  designated purchaser and that designation will remain in
37                  force unless and until lifted by further notice from the
38                  Minister to the Joint Venturers. For the avoidance of doubt
39                  and without limiting the Minister's discretion above, the
40                  parties acknowledge that marketing entities forming part of a
41                  corporate group that includes the majority Joint Venturer (or

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 1                       part of a parallel corporate group if that Joint Venturer is part
 2                       of a dual-listed corporate structure) are not independent
 3                       participants for the purposes of this subclause.";

 4           (7)   by inserting after clause 16 the following new clauses:

 5                 "Integrated use of works installations or facilities under the
 6                 Integration Agreements
 7
 8                 16A. (1)     Subject to subclauses (2) to (7) of this clause and to
 9                              the other provisions of this Agreement, the Joint
10                              Venturers may during the continuance of this
11                              Agreement:
12
13                              (a)    use any existing or new works installations or
14                                     facilities constructed or held:
15
16                                     (i)    under this Agreement; or
17
18                                     (ii)   under any other Integration Agreement
19                                            which are made available for such use
20                                            and during the continuance of such
21                                            Integration Agreement; or
22
23                                     (iii) with the approval of the Minister, under a
24                                           Government agreement (excluding an
25                                           Integration Agreement) which are made
26                                           available for such use and during the
27                                           continuance of that agreement,
28
29                                     (wholly or in part) in the activities of the Joint
30                                     Venturers carried on by them pursuant to this
31                                     Agreement including, without limitation, as
32                                     part of those activities, transporting by railway
33                                     and shipping from a loading port and
34                                     undertaking any ancillary and incidental
35                                     activities in doing so (including, without
36                                     limitation, blending permitted by clause 9B) of:
37
38                                     (A) iron ore mined from a Mining Act 1978
39                                         mining lease located in, or proximate to,

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 1                                      the Pilbara region of the said State which
 2                                      is held by a Related Entity alone or with a
 3                                      third party or parties (excluding any
 4                                      mining lease granted pursuant to, or held
 5                                      under, a Government agreement);
 6
 7                                (B)   with the prior approval of the Minister,
 8                                      iron ore mined in, or proximate to, the
 9                                      Pilbara region of the said State under a
10                                      Government agreement (excluding an
11                                      Integration Agreement);
12
13                                (C)   with the prior approval of the Minister,
14                                      iron ore mined by a third party from a
15                                      Mining Act 1978 mining lease located in,
16                                      or proximate to, the Pilbara region of the
17                                      said    State    (excluding    under     a
18                                      Government agreement) which has been
19                                      purchased by the Joint Venturers from the
20                                      third party;
21
22                                (D) iron ore mined under an Integration
23                                    Agreement;
24
25                          (b)   make any existing or new works installations or
26                                facilities constructed or held under this
27                                Agreement available for use (wholly or partly)
28                                by another Integration Proponent during the
29                                continuance of its Integration Agreement in the
30                                activities of that Integration Proponent carried
31                                on by it pursuant to its Integration Agreement
32                                including, without limitation, as part of those
33                                activities, transporting by railway and shipping
34                                from a loading port and undertaking any
35                                ancillary and incidental activities in doing so
36                                (including, without limitation, blending
37                                permitted by that Integration Agreement) of:
38
39                                (i)   iron ore mined from a Mining Act 1978
40                                      mining lease located in, or proximate to,
41                                      the Pilbara region of the said State which

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 1                                         is held by a Related Entity alone or with a
 2                                         third party or parties (excluding any
 3                                         mining lease granted pursuant to, or held
 4                                         under, a Government agreement);
 5
 6                                  (ii)   with the prior approval of the Minister (as
 7                                         defined in that Integration Agreement),
 8                                         iron ore mined in, or proximate to, the
 9                                         Pilbara region of the said State under a
10                                         Government agreement (excluding an
11                                         Integration Agreement);
12
13                                  (iii) with the prior approval of the Minister (as
14                                        defined in that Integration Agreement),
15                                        iron ore mined by a third party from a
16                                        Mining Act 1978 mining lease located in,
17                                        or proximate to, the Pilbara region of the
18                                        said    State    (excluding     under     a
19                                        Government agreement) which has been
20                                        purchased by that Integration Proponent
21                                        from the third party;
22
23                                  (iv) iron ore mined under an Integration
24                                       Agreement;
25
26                            (c)   make any existing or new works installations or
27                                  facilities constructed or held under this
28                                  Agreement available for use (wholly or partly)
29                                  in connection with operations under:
30
31                                  (i)    a Mining Act 1978 mining lease located
32                                         in, or proximate to, the Pilbara region of
33                                         the said State, for iron ore, which is held
34                                         by a Related Entity alone or with a third
35                                         party or parties (excluding any mining
36                                         lease granted pursuant to, or held under a
37                                         Government agreement); or
38
39                                  (ii)   with the approval of the Minister, a
40                                         Government agreement (other than an
41                                         Integration Agreement) for the mining of

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                                                                              s. 43



 1                                      iron ore in, or proximate to, the Pilbara
 2                                      region of the said State;
 3
 4                          (d)   subject to subclause (2), under this Agreement
 5                                and for the purpose of any use or making
 6                                available for use referred to in paragraph (a),
 7                                (b) or (c) connect any existing or new works
 8                                installations or facilities constructed or held
 9                                under this Agreement to any existing or new
10                                works installations or facilities constructed or
11                                held under another Integration Agreement;
12
13                          (e)   subject to subclause (2), under this Agreement
14                                and for the purpose of any use or making
15                                available for use referred to in paragraph (a),
16                                (b) or (c) or making of any connection referred
17                                to in paragraph (d) construct new works
18                                installations or facilities and expand modify or
19                                otherwise vary any existing and new works
20                                installations or facilities constructed or held
21                                under this Agreement;
22
23                          (f)   allow a railway or rail spur line (not being a
24                                railway or rail spur line constructed or held
25                                under an Integration Agreement) to be
26                                connected to a railway or rail spur line or other
27                                works installations or facilities constructed or
28                                held under this Agreement for the delivery of
29                                iron ore to an Integration Proponent for
30                                transport by railway and shipping from a
31                                loading port (together with any ancillary and
32                                incidental activities in doing so) as part of its
33                                activities under its Integration Agreement; and
34
35                          (g)   allow an electricity transmission line (not being
36                                an electricity transmission line constructed or
37                                held under an Integration Agreement) to be
38                                connected to an electricity transmission line
39                                constructed or held under this Agreement for
40                                the supply of electricity permitted to be made
41                                under an Integration Agreement.

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     s. 43



 1
 2                     (2)    (a)   A connection referred to in clause (1)(d) or
 3                                  construction, expansion, modification or other
 4                                  variation referred to in subclause (1)(e) by the
 5                                  Joint Venturers shall, to the extent not already
 6                                  authorised under this Agreement as at the
 7                                  variation date, be regarded as a significant
 8                                  modification expansion or other variation of the
 9                                  Joint Venturers' activities carried on by them
10                                  pursuant to this Agreement and may only be
11                                  made in accordance with proposals submitted
12                                  and approved or determined under this
13                                  Agreement in accordance with clauses 8 and
14                                  8A or clause 16C as the case may require and
15                                  otherwise in compliance with the provisions of
16                                  this Agreement and the laws from time to time
17                                  of the said State. For the avoidance of doubt,
18                                  the parties acknowledge that any use or making
19                                  available for use contemplated by subclause
20                                  (1)(a), (1)(b) or (1)(c) shall not otherwise than
21                                  as required by this paragraph (a) require the
22                                  submission and approval of further proposals
23                                  under this Agreement.
24
25                            (b)   The Joint Venturers shall not be entitled to:
26
27                                  (i)    submit proposals to construct any new
28                                         port or to establish harbour or port works
29                                         installations or facilities, or to expand
30                                         modify or otherwise vary harbour or
31                                         works installations or facilities otherwise
32                                         than at or near the town of Port Hedland
33                                         within the boundaries of the Port of Port
34                                         Hedland; or
35
36                                  (ii)   generate and supply power, take and
37                                         supply water or dispose of water
38                                         otherwise than in accordance with the
39                                         other clauses of this Agreement and
40                                         subject to any restrictions contained in
41                                         those clauses; or

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                                                                              s. 43



 1
 2                                (iii) without limiting subparagraphs (i) and
 3                                      (ii) submit proposals to construct or
 4                                      establish works installations or facilities
 5                                      of a type, or to make expansions,
 6                                      modifications or other variations of
 7                                      works installations or facilities of a type,
 8                                      which in the Minister's reasonable
 9                                      opinion this Agreement, immediately
10                                      before the variation date, did not permit
11                                      or contemplate the Joint Venturers
12                                      constructing, establishing or making as
13                                      the case may be otherwise than for
14                                      integration use as contemplated by
15                                      subclauses (1)(a), (1)(b) or (1)(c) or as
16                                      permitted by clause 16C; or
17
18                                (iv) submit proposals to make a connection as
19                                     referred to in subclause (1)(d) or a
20                                     construction, expansion, modification or
21                                     other variation as referred to in subclause
22                                     (1)(e) otherwise than on tenure granted
23                                     under or pursuant to this Agreement from
24                                     time to time or held pursuant to this
25                                     Agreement from time to time; or
26
27                                (v)   submit proposals to make a connection
28                                      referred to in subclause (1)(d) or a
29                                      construction, expansion, modification or
30                                      other variation as referred to in subclause
31                                      (1)(e) for the purpose of use as
32                                      contemplated by subclause (1)(c)(i), if in
33                                      the reasonable opinion of the Minister the
34                                      activity which is the subject of the
35                                      proposals would give to the holder or
36                                      holders of the relevant Mining Act 1978
37                                      mining lease the benefit of rights or
38                                      powers granted to the Joint Venturers
39                                      under this Agreement, over and above the
40                                      right of access to and use of the relevant
41                                      works, installations or facilities; or

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 1
 2                                  (vi) submit proposals to make a connection as
 3                                       referred to in subclause (1)(d) or a
 4                                       construction, expansion, modification or
 5                                       other variation as referred to in subclause
 6                                       (1)(e) for the purpose of use as
 7                                       contemplated by subclause (1)(c) and
 8                                       involving the grant of tenure without the
 9                                       prior approval of the Minister; or
10
11                                  (vii) submit proposals to assign, sublet,
12                                        transfer or dispose of any works
13                                        installations or facilities constructed or
14                                        held under this Agreement or any leases,
15                                        licences, easements or other titles under
16                                        or pursuant to this Agreement for any
17                                        purpose referred to in this clause.
18
19                            (c)   Notwithstanding the provisions of clauses 8A
20                                  and 16C, the Minister may defer consideration
21                                  of, or a decision upon, a proposal submitted by
22                                  the Joint Venturers for a connection as referred
23                                  to in subclause (1)(d) or a construction,
24                                  expansion, modification or other variation as
25                                  referred to in subclause (1)(e), for the purpose
26                                  of use or making available for use as referred to
27                                  in subclauses (1)(a) or (1)(b), until relevant
28                                  corresponding proposals under the relevant
29                                  Integration Agreement have been submitted
30                                  and those proposals can be approved under that
31                                  Integration Agreement concurrently with the
32                                  Minister's approval under this Agreement of the
33                                  Joint Venturers' proposal.
34
35                     (3)    Any use or making available for use as referred to in
36                            subclause (1), or submission of proposals as referred
37                            to in subclause (2), in respect of a Related Entity
38                            shall be subject to the Joint Venturers first
39                            confirming with the Minister that the Minister is
40                            satisfied that the relevant company is a Related
41                            Entity.

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 1
 2                  (4)     The Joint Venturers shall give the Minister prior
 3                          written notice of any significant change (other than a
 4                          temporary one for maintenance or to respond to an
 5                          emergency) proposed in their use, or in their making
 6                          available for use, works, installations or facilities as
 7                          referred to in this clause:
 8
 9                          (a)   from that authorised under this Agreement
10                                immediately before the variation date; and
11
12                          (b)   subsequently from that previously notified to
13                                the Minister under this subclause,
14
15                          as soon as practicable before such change occurs.
16
17                          The Joint Venturers shall also keep the Minister fully
18                          informed with respect to any proposed connection as
19                          referred to in subclause (1)(f) or (1)(g) or request of
20                          them for such connection to be allowed.
21
22                  (5)     Nothing in this Agreement shall be construed to:
23
24                          (a)   exempt another Integration Proponent from
25                                complying with, or the application of, the
26                                provisions of its Integration Agreement; or
27
28                          (b)   restrict the Joint Venturers' rights under clause
29                                39.
30
31                          For the avoidance of doubt the approval of proposals
32                          under this Agreement shall not be construed as
33                          authorising another Integration Proponent to
34                          undertake any activities under this Agreement or
35                          under another Integration Agreement.
36
37                  (6)     Nothing in this clause shall be construed to exempt
38                          the Joint Venturers from complying with, or the
39                          application of, the other provisions of this Agreement
40                          including, without limitation, clause 39 and of
41                          relevant laws from time to time of the said State.

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     s. 43



 1
 2                     (7)    For the purpose of this clause "works installations or
 3                            facilities" means any:
 4
 5                            (a)   harbour or port works installations or facilities
 6                                  including, without limitation, stockpiles,
 7                                  reclaimers, conveyors and wharves;
 8
 9                            (b)   railway or rail spur lines;
10
11                            (c)   track structures and systems associated with the
12                                  operation and maintenance of a railway
13                                  including, without limitation, sidings, train
14                                  control and signalling systems, maintenance
15                                  workshops and terminal yards;
16
17                            (d)   train loading and unloading works installations
18                                  or facilities;
19
20                            (e)   conveyors;
21
22                            (f)   private roads;
23
24                            (g)   mine aerodrome and associated aerodrome
25                                  works installations and facilities;
26
27                            (h)   iron ore mining, crushing, screening,
28                                  beneficiation or other processing works
29                                  installations or facilities;
30
31                            (i)   mine administration buildings including,
32                                  without limitation, offices, workshops and
33                                  medical facilities;
34
35                            (j)   borrow pits;
36
37                            (k)   accommodation      and    ancillary  facilities
38                                  including, without limitation, construction
39                                  camps and in townsites constructed pursuant to
40                                  and held under any Integration Agreement;
41


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                                                                              s. 43



 1                          (l)   water, sewerage, electricity, gas and
 2                                telecommunications works installations and
 3                                facilities    including,   without    limitation,
 4                                pipelines, transmission lines and cables; and
 5
 6                          (m) any other works installations or facilities
 7                              approved of by the Minister for the purpose of
 8                              this clause.
 9
10            Transfer of rights to shared works installations or facilities
11
12            16B. (1)      For the purposes of this clause "Relevant
13                          Infrastructure" means any works installations or
14                          facilities (as defined in clause 16A(7)):
15
16                          (a)   constructed or held under another Integration
17                                Agreement;
18
19                          (b)   which the Joint Venturers are using in their
20                                activities pursuant to this Agreement;
21
22                          (c)   which the Minister is satisfied (after consulting
23                                with the Joint Venturers and the Integration
24                                Proponent for that other Integration
25                                Agreement):
26
27                                (i)    are no longer required by that other
28                                       Integration Proponent to carry on its
29                                       activities pursuant to its Integration
30                                       Agreement because of the cessation of
31                                       the Integration Proponent's mining
32                                       operations in respect of which such
33                                       Relevant Infrastructure was constructed
34                                       or held or because of any other reason
35                                       acceptable to the Minister; and
36
37                                (ii)   are required by the Joint Venturers to
38                                       continue to carry on their activities
39                                       pursuant to this Agreement; and
40




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 1                            (d)   in respect of which that other Integration
 2                                  Proponent has notified the Minister it consents
 3                                  to the Joint Venturers submitting proposals as
 4                                  referred to in subclause (2).
 5
 6                     (2)    The Joint Venturers may as an additional proposal
 7                            pursuant to clause 8 propose:
 8
 9                            (a)   that they be granted a lease licence or other title
10                                  over the Relevant Infrastructure pursuant to this
11                                  Agreement subject to and conditional upon the
12                                  other Integration Proponent surrendering
13                                  wholly or in part (and upon such terms as the
14                                  Minister considers reasonable including any
15                                  variation of terms to address environmental
16                                  issues) its lease licence or other title over the
17                                  Relevant Infrastructure; or
18
19                            (b)   that the other Integration Proponent's lease
20                                  licence or other title (not being a mineral lease,
21                                  mining lease or other right to mine title granted
22                                  under a Government agreement, the Mining
23                                  Act 1904 or the Mining Act 1978) to the
24                                  Relevant Infrastructure be transferred to this
25                                  Agreement (to be held by the Joint Venturers
26                                  pursuant to this Agreement) with such
27                                  surrender of land from it and variations of its
28                                  terms as the Minister considers reasonable for
29                                  that title to be held under this Agreement
30                                  including, without limitation, to address
31                                  environmental       issues     and    outstanding
32                                  obligations of that other Integration Proponent
33                                  under its Integration Agreement in respect of
34                                  that Relevant Infrastructure.
35
36                            The provisions of clause 8A shall mutatis mutandis
37                            apply to any such additional proposal. In addition the
38                            Joint Venturers acknowledge that the Minister may
39                            require variations of the other Integration Agreement
40                            and/or proposals under it or of this Agreement in


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                                                                               s. 43



 1                          order to give effect to the matters contemplated by
 2                          this clause.
 3
 4                  (3)     This clause shall cease to apply in the event the State
 5                          gives any notice of default to the Joint Venturers
 6                          pursuant to clause 35 and while such notice remains
 7                          unsatisfied.
 8
 9            Miscellaneous Licences for Railways
10
11            16C. (1)    In this clause subject to the context:
12
13                        "Additional Infrastructure" means:
14
15                        (a)     Train Loading Infrastructure;
16
17                        (b)     Train Unloading Infrastructure;
18
19                        (c)     a conveyor, train unloading and other
20                                infrastructure necessary for the transport of iron
21                                ore, freight goods or other products from the
22                                Railway (directly or indirectly) to port facilities
23                                within a loading port,
24
25                          in each case located outside a Port;
26
27                          "LAA" means the Land Administration Act 1997
28                          (WA);
29
30                          "Lateral Access Roads" has the meaning given in
31                          subclause (3)(a)(iv);
32
33                          "Lateral Access Road Licence" means a
34                          miscellaneous licence granted pursuant to subclause
35                          (6)(a)(ii) or subclause (6)(b) as the case may be and
36                          according to the requirements of the context
37                          describes the area of land from time to time the
38                          subject of that licence;
39




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 1                            "Port" means any port the subject of the Port
 2                            Authorities Act 1999 (WA) or the Shipping and
 3                            Pilotage Act 1967 (WA);
 4
 5                            "Private Roads" means Lateral Access Roads and the
 6                            Joint Venturers' access roads within a Railway
 7                            Corridor;
 8
 9                            "Rail Safety Act" means the Rail Safety Act 1998
10                            (WA);
11
12                            "Railway" means a standard gauge heavy haul
13                            railway or railway spur line, located or to be located
14                            as the case may be in, or proximate to, the Pilbara
15                            region of the said State (but outside the boundaries
16                            of a Port) for the transport of iron ore, freight goods
17                            and other products together with all railway track,
18                            associated track structures including sidings, turning
19                            loops, over or under track structures, supports
20                            (including supports for equipment or items associated
21                            with the use of a railway) tunnels, bridges, train
22                            control systems, signalling systems, switch and other
23                            gear, communication systems, electric traction
24                            infrastructure, buildings (excluding office buildings,
25                            housing and freight centres), workshops and
26                            associated plant, machinery and equipment and
27                            including rolling stock maintenance facilities,
28                            terminal yards, depots, culverts and weigh bridges
29                            which railway is or is to be (as the case may be) the
30                            subject of approved proposals under subclause (4)
31                            and includes any expansion or extension thereof
32                            outside a Port which is the subject of additional
33                            proposals approved in accordance with subclause (5);
34
35                            "Railway Corridor" means, prior to the grant of a
36                            Special Railway Licence, the land for the route of the
37                            Railway the subject of that licence, access roads
38                            (other than Lateral Access Roads), areas from which
39                            stone, sand, clay and gravel may be taken, temporary
40                            accommodation facilities for the railway workforce,
41                            water bores and Additional Infrastructure (if any)

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                                                                              s. 43



 1                          which is the subject of a subsisting agreement
 2                          pursuant to subclause (3)(a) and after the grant of the
 3                          Special Railway Licence the land from time to time
 4                          the subject of that Special Railway Licence;
 5
 6                          "Railway Operation" means the construction and
 7                          operation under this Agreement of the relevant
 8                          Railway and associated access roads and Additional
 9                          Infrastructure (if any) within the relevant Railway
10                          Corridor and of the associated Lateral Access Roads,
11                          in accordance with approved proposals;
12
13                          "Railway spur line" means a standard gauge heavy
14                          haul railway spur line located or to be located in, or
15                          proximate to, the Pilbara region of the said State (but
16                          outside a Port) connecting to a Railway for the
17                          transport of iron ore, freight goods and other products
18                          upon the Railway to (directly or indirectly) a loading
19                          port;
20
21                          "Railway Operation Date" means the date of the first
22                          carriage of iron ore, freight goods or other products
23                          over the relevant Railway (other than for construction
24                          or commissioning purposes);
25
26                          "Railway spur line Operation Date" means the date of
27                          the first carriage of iron ore, freight goods or other
28                          products over the relevant Railway spur line (other
29                          than for construction or commissioning purposes);
30
31                          "Special Railway Licence" means the relevant
32                          miscellaneous licence for railway and, if applicable,
33                          other purposes, granted to the Joint Venturers
34                          pursuant to subclause (6)(a)(i) as varied in
35                          accordance with subclause (6)(h) or subclause (6)(i)
36                          and according to the requirements of the context
37                          describes the area of land from time to time the
38                          subject of that licence;
39
40                          "Train Loading Infrastructure" means conveyors,
41                          stockpile areas, blending and screening facilities,

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     s. 43



 1                            stackers, re-claimers and other infrastructure
 2                            reasonably required for the loading of iron ore,
 3                            freight goods or other products onto the relevant
 4                            Railway for transport (directly or indirectly) to a
 5                            loading port; and
 6
 7                            "Train Unloading Infrastructure" means train
 8                            unloading infrastructure reasonably required for the
 9                            unloading of iron ore from the Railway to be
10                            processed, or blended with other iron ore, at
11                            processing or blending facilities in the vicinity of that
12                            train unloading infrastructure and with the resulting
13                            iron ore products then loaded on to the Railway for
14                            transport (directly or indirectly) to a loading port.
15
16                     Joint Venturers to obtain prior Ministerial in-principle
17                     approval
18
19                     (2)   (a)    If the Joint Venturers wish, from time to time
20                                  during the continuance of this Agreement, to
21                                  proceed under this clause with a plan to
22                                  develop a Railway they shall give notice
23                                  thereof to the Minister and furnish to the
24                                  Minister with that notice an outline of their
25                                  plan.
26
27                            (b)   The Minister shall within one month of a notice
28                                  under paragraph (a) advise the Joint Venturers
29                                  whether or not he approves in-principle the
30                                  proposed plan. The Minister shall afford the
31                                  Joint Venturers full opportunity to consult with
32                                  him in respect of any decision of the Minister
33                                  under this paragraph.
34
35                            (c)   The Minister's in-principle approval in respect
36                                  of a proposed plan shall lapse if the Joint
37                                  Venturers have not submitted detailed
38                                  proposals to the Minister in respect of that plan
39                                  in accordance with this clause within 18
40                                  months of the Minister's in-principle approval.
41


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                                                                              s. 43



 1                  Railway Corridor
 2
 3                  (3)   (a)     If the Minister gives in-principle approval to a
 4                                plan of the Joint Venturers to develop a
 5                                Railway they shall consult with the Minister to
 6                                seek the agreement of the Minister as to:
 7
 8                                (i)    where the Railway will begin and end;
 9                                       and
10
11                                (ii)   a route for the Railway, access roads to
12                                       be within the Railway Corridor and the
13                                       land required for that route as well as
14                                       Additional Infrastructure (if any)
15                                       including, without limitation, areas from
16                                       which stone, sand, clay and gravel may
17                                       be taken, temporary accommodation
18                                       facilities for the railway workforce and
19                                       water bores; and
20
21                                (iii) in respect of Additional Infrastructure (if
22                                      any) the nature and capacity of such
23                                      Additional Infrastructure; and
24
25                                (iv) the routes of, and the land required for,
26                                     roads outside the Railway Corridor (and
27                                     also outside a Port) for access to it to
28                                     construct the Railway (such roads as
29                                     agreed being "Lateral Access Roads").
30
31                                In seeking such agreement, regard shall be had
32                                to achieving a balance between engineering
33                                matters including costs, the nature and use of
34                                any lands concerned and interests therein and
35                                the costs of acquiring the land (all of which
36                                shall be borne by the Joint Venturers). The
37                                parties acknowledge the intention is for the
38                                Joint Venturers to construct the Railway, the
39                                access roads for the construction and
40                                maintenance of the Railway which are to be
41                                within the Railway Corridor and the relevant

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     s. 43



 1                                  Additional Infrastructure (if any) along the
 2                                  centreline of the Railway Corridor subject to
 3                                  changes in that alignment to the extent
 4                                  necessary to avoid heritage, environmental or
 5                                  poor ground conditions that are not identified
 6                                  during preliminary investigation work, and
 7                                  recognise the width of the Railway Corridor
 8                                  may need to vary along its route to
 9                                  accommodate Additional Infrastructure (if
10                                  any), access roads, areas from which stone,
11                                  sand, clay and gravel may be taken, temporary
12                                  accommodation facilities for the railway
13                                  workforce and water bores. The provisions of
14                                  clause 45 shall not apply to this subclause.
15
16                            (b)   If the date by which the Joint Venturers must
17                                  submit detailed proposals under subclause
18                                  (4)(a) (as referred to in subclause (2)(c)) is
19                                  extended or varied by the Minister pursuant to
20                                  clause 44, any agreement made pursuant to
21                                  paragraph (a) before such date is extended or
22                                  varied shall unless the Minister notifies the
23                                  Joint Venturers otherwise be deemed to be at
24                                  an end and neither party shall have any claim
25                                  against the other in respect of it.
26
27                            (c)   The Joint Venturers acknowledge that they
28                                  shall be responsible for liaising with every title
29                                  holder in respect of the land affected and for
30                                  obtaining in a form and substance acceptable to
31                                  the Minister all unconditional and irrevocable
32                                  consents of each such title holder to, and all
33                                  statutory consents required in respect of the
34                                  land affected for:
35
36                                  (i)   the grant of the Special Railway Licence
37                                        for the construction, operation and
38                                        maintenance within the Railway Corridor
39                                        of the Railway, access roads and
40                                        Additional Infrastructure (if any) to be
41                                        within the Railway Corridor; and

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                                                                              s. 43



 1                                (ii)   the grant of Lateral Access Road
 2                                       Licences for the construction, use and
 3                                       maintenance of Lateral Access Roads
 4                                       over the routes for the Lateral Access
 5                                       Roads agreed pursuant to paragraph (a);
 6                                       and
 7
 8                                (iii) the inclusion of additional land in the
 9                                      Special Railway Licence as referred to in
10                                      subclause (6)(h) or subclause (6)(i),
11
12                                in accordance with this clause.          For the
13                                purposes of this subclause (3)(c), "title holder"
14                                means a management body (as defined in the
15                                LAA) in respect of any part of the affected
16                                land, a person who holds a mining, petroleum
17                                or geothermal energy right (as defined in the
18                                LAA) in respect of any part of the affected
19                                land, a person who holds a lease or licence
20                                under the LAA in respect of any part of the
21                                affected land, a person who holds any other
22                                title granted under or pursuant to a Government
23                                agreement in respect of any part of the affected
24                                land, a person who holds a lease or licence in
25                                respect of any part of the affected land under
26                                any other Act applying in the said State and a
27                                person in whom any part of the affected land is
28                                vested, immediately before the provision of
29                                such consents to the Minister as referred to in
30                                subclause (4)(e)(ii) (including as applying
31                                pursuant to subclause 5(d)).
32
33                  Joint Venturers to submit proposals for Railway
34
35                  (4)   (a)     The Joint Venturers shall, subject to the EP
36                                Act, the provisions of this Agreement,
37                                agreement at that time subsisting in respect of
38                                the matters required to be agreed pursuant to
39                                subclause 3(a), submit to the Minister by the
40                                latest date applying under subclause (2)(c) to
41                                the fullest extent reasonably practicable their

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     s. 43



 1                                  detailed proposals (including plans where
 2                                  practicable and specifications where reasonably
 3                                  required by the Minister and any other details
 4                                  normally required by a local government in
 5                                  whose area any works are to be situated) with
 6                                  respect to the undertaking of the relevant
 7                                  Railway Operation, which proposals shall
 8                                  include the location, area, layout, design,
 9                                  materials and time program for the
10                                  commencement and completion of construction
11                                  or the provision (as the case may be) of each of
12                                  the following matters namely:
13
14                                  (i)    the Railway including fencing (if any)
15                                         and crossing places within the Railway
16                                         Corridor;
17
18                                  (ii)   Additional Infrastructure (if any) within
19                                         the Railway Corridor;
20
21                                  (iii) temporary accommodation and ancillary
22                                        temporary facilities for the railway
23                                        workforce on, or in the vicinity of, the
24                                        Railway Corridor and housing and other
25                                        appropriate facilities elsewhere for the
26                                        Joint Venturers' workforce;
27
28                                  (iv) water supply;
29
30                                  (v)    energy supplies;
31
32                                  (vi) access roads within the Railway Corridor
33                                       and Lateral Access Roads both along the
34                                       routes for those roads agreed between the
35                                       Minister and the Joint Venturers pursuant
36                                       to subclause 3(a);
37
38                                  (vii) any other works, services or facilities
39                                        desired by the Joint Venturers; and
40




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                                                                              s. 43



 1                                (viii) use of local labour, professional services,
 2                                       manufacturers, suppliers contractors and
 3                                       materials and measures to be taken with
 4                                       respect to the engagement and training of
 5                                       employees by the Joint Venturers, their
 6                                       agents and contractors.
 7
 8                          (b)   Proposals pursuant to paragraph (a) must
 9                                specify the matters agreed for the purpose
10                                pursuant to subclause (3)(a) and must not be
11                                contrary to or inconsistent with such agreed
12                                matters.
13
14                          (c)   Each of the proposals pursuant to paragraph (a)
15                                may with the approval of the Minister, or must
16                                if so required by the Minister, be submitted
17                                separately and in any order as to the matter or
18                                matters mentioned in one or more of
19                                subparagraphs (i) to (viii) of paragraph (a) and
20                                until all of its proposals under this subclause
21                                have been approved the Joint Venturers may
22                                withdraw and may resubmit any proposal but
23                                the withdrawal of any proposal shall not affect
24                                the obligations of the Joint Venturers to submit
25                                a proposal under this subclause in respect of the
26                                subject matter of the withdrawn proposal.
27
28                          (d)   The Joint Venturers shall, whenever any of the
29                                following matters referred to in this subclause
30                                are proposed by the Joint Venturers (whether
31                                before or during the submission of proposals
32                                under this subclause), submit to the Minister
33                                details of any services (including any elements
34                                of the project investigations, design and
35                                management) and any works, materials, plant,
36                                equipment and supplies that they propose to
37                                consider obtaining from or having carried out
38                                or permitting to be obtained from or carried out
39                                outside Australia, together with their reasons
40                                therefor and shall, if required by the Minister
41                                consult with the Minister with respect thereto.

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     s. 43



 1                            (e)   At the time when the Joint Venturers submits
 2                                  the last of the said proposals pursuant to this
 3                                  subclause, they shall:
 4
 5                                  (i)    furnish to the Minister's reasonable
 6                                         satisfaction evidence of all accreditations
 7                                         under the Rail Safety Act which are
 8                                         required to be held by the Joint Venturers
 9                                         or any other person for the construction
10                                         of the Railway; and
11
12                                  (ii)   furnish to the Minister the written
13                                         consents referred to in subclause (3)(c)(i)
14                                         and (3)(c)(ii).
15
16                            (f)   The provisions of clause 8A shall apply mutatis
17                                  mutandis to detailed proposals submitted under
18                                  this subclause.
19
20                     Additional Railway Proposals
21
22                     (5)   (a)    If the Joint Venturers at any time during the
23                                  currency of a Special Railway Licence desire to
24                                  construct a Railway spur line (connecting to the
25                                  Railway the subject of that Special Railway
26                                  Licence) or desire to significantly modify,
27                                  expand or otherwise vary their activities within
28                                  the land the subject of the Special Railway
29                                  Licence that are the subject of this Agreement
30                                  and that may be carried on by them pursuant to
31                                  this Agreement (other than by the construction
32                                  of a Railway spur line) beyond those activities
33                                  specified in any approved proposals for that
34                                  Railway, they shall give notice of such desire to
35                                  the Minister and furnish to the Minister with
36                                  that notice an outline of their proposals in
37                                  respect thereto (including, without limitation,
38                                  such matters mentioned in subclause (4)(a) as
39                                  are relevant or as the Minister otherwise
40                                  requires).
41


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                                                                               s. 43



 1                        (b)     If the notice relates to a Railway spur line, or to
 2                                the construction of Train Loading Infrastructure
 3                                or Train Unloading Infrastructure on land
 4                                outside the then Railway Corridor, the Minister
 5                                shall within one month of receipt of such notice
 6                                advise the Joint Venturers whether or not he
 7                                approves in-principle the proposed construction
 8                                of such spur line, Train Loading Infrastructure
 9                                or Train Unloading Infrastructure. If the
10                                Minister gives in-principle approval the Joint
11                                Venturers may (but not otherwise) submit
12                                detailed proposals in respect thereof provided
13                                that the provisions of subclause (3) shall
14                                mutatis mutandis apply prior to submission of
15                                detailed proposals in respect thereof.
16
17                        (c)     Subject to the EP Act, the provisions of this
18                                Agreement and agreement at that time
19                                subsisting in respect of any matters required to
20                                be agreed pursuant to subclause (4)(a) (as
21                                referred to in paragraph (b)), the Joint
22                                Venturers shall submit to the Minister within a
23                                reasonable timeframe, as determined by the
24                                Minister after receipt of the notice referred to in
25                                paragraph (a) (or in the case of a notice referred
26                                to in paragraph (b) the giving of the Minister's
27                                in-principle consent as referred to in that
28                                paragraph), detailed proposals in respect of the
29                                proposed construction of such Railway spur
30                                line, Train Loading Infrastructure, Train
31                                Unloading Infrastructure or other proposed
32                                modification, expansion or variation of their
33                                activities including such of the matters
34                                mentioned in subclause (4)(a) as the Minister
35                                may require.
36
37                        (d)     The provisions of subclause (4) (with the date
38                                for submission of proposals being read as the
39                                date or time determined by the Minister under
40                                paragraph (c) and the reference in subclause
41                                (4)(e)(ii) to subclause (3)(c)(i) being read as a

                                                                          page 681
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     s. 43



 1                                  reference to subclause (3)(c)(iii)) and of clause
 2                                  8A shall mutatis mutandis apply to detailed
 3                                  proposals submitted pursuant to this subclause.
 4
 5                     Grant of Tenure
 6
 7                     (6)   (a)    On application made by the Joint Venturers to
 8                                  the Minister in such manner as the Minister
 9                                  may determine, not later than 3 months after all
10                                  their proposals submitted pursuant to subclause
11                                  (4)(a) have been approved or deemed to be
12                                  approved and the Joint Venturers have
13                                  complied with the provisions of subclause
14                                  (4)(e), the State notwithstanding the Mining
15                                  Act 1978 shall cause to be granted to the Joint
16                                  Venturers:
17
18                                  (i)   a miscellaneous licence to conduct within
19                                        the Railway Corridor and in accordance
20                                        with their approved proposals all
21                                        activities (including the taking of stone,
22                                        sand, clay and gravel, the provision of
23                                        temporary accommodation facilities for
24                                        the railway workforce and, subject to the
25                                        Rights in Water and Irrigation Act 1914
26                                        (WA), the operation of water bores)
27                                        necessary for the planning, design,
28                                        construction, commissioning, operation
29                                        and maintenance within the Railway
30                                        Corridor of the Railway, access roads and
31                                        Additional Infrastructure (if any) ("the
32                                        Special Railway Licence") such licence
33                                        to be granted under and subject to, except
34                                        as otherwise provided in this Agreement,
35                                        the Mining Act 1978 in the form of Part
36                                        Three of the Schedule hereto and subject
37                                        to such terms and conditions as the
38                                        Minister for Mines may from time to time
39                                        consider reasonable and at a rental
40                                        calculated in accordance with the Mining
41                                        Act 1978:

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                                                                              s. 43



 1                                       (A)    prior to the Railway Operation
 2                                              Date, as if the width of the
 3                                              Railway Corridor were 100
 4                                              metres; and
 5
 6                                       (B)    on and from the Railway
 7                                              Operation Date, at the rentals
 8                                              from time to time prescribed
 9                                              under the Mining Act 1978; and
10
11                                (ii)   a miscellaneous licence or licences to
12                                       allow the construction, use and
13                                       maintenance of Lateral Access Roads
14                                       within the routes agreed for those Lateral
15                                       Access Roads under subclause (3)(a)
16                                       (each a "Lateral Access Road Licence"),
17                                       each such licence to be granted under and
18                                       subject to, except as otherwise provided
19                                       in this Agreement, the Mining Act 1978
20                                       in the form of Part Four of the Schedule
21                                       hereto and subject to such terms and
22                                       conditions as the Minister for Mines may
23                                       from time to time consider reasonable
24                                       and at the rentals from time to time
25                                       prescribed under the Mining Act 1978.
26
27                        (b)     On application made by the Joint Venturers to
28                                the Minister in such manner as the Minister
29                                may determine, not later than 3 months after
30                                their proposals submitted pursuant to subclause
31                                (5)(a) for the construction of Lateral Access
32                                Roads for access to the Railway Corridor to
33                                construct a Railway spur line have been
34                                approved or deemed to be approved and the
35                                Joint Venturers have complied with the
36                                provisions of subclause (4)(e) (as applying
37                                pursuant to subclause (5)(d)), the State
38                                notwithstanding the Mining Act 1978 shall
39                                cause to be granted to the Joint Venturers a
40                                miscellaneous licence or licences to allow the
41                                construction, use and maintenance of Lateral

                                                                         page 683
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     s. 43



 1                                  Access Roads within the routes agreed for
 2                                  those Lateral Access Roads under subclause
 3                                  (3)(a)) (as applying pursuant to subclause
 4                                  (5)(b)) (each a "Lateral Access Road Licence"),
 5                                  each such licence to be granted under and
 6                                  subject to, except as otherwise provided in this
 7                                  Agreement, the Mining Act 1978 in the form of
 8                                  Part Five of the Schedule hereto and subject to
 9                                  such terms and conditions as the Minister for
10                                  Mines may from time to time consider
11                                  reasonable and at the rentals from time to time
12                                  prescribed under the Mining Act 1978.
13
14                           (c)    Notwithstanding the Mining Act 1978, the term
15                                  of the Special Railway Licence shall, subject to
16                                  the sooner determination thereof on the
17                                  cessation or sooner determination of this
18                                  Agreement, be for a period of 50 years
19                                  commencing on the date of grant thereof.
20
21                           (d)    Notwithstanding the Mining Act 1978, the term
22                                  of any Lateral Access Road Licence shall,
23                                  subject to the sooner determination thereof on
24                                  the cessation or sooner determination of this
25                                  Agreement, be for a period of 4 years
26                                  commencing on the date of grant thereof.
27
28                           (e)    Notwithstanding the Mining Act 1978, and
29                                  except as required to do so by the terms of the
30                                  Special Railway Licence, the Joint Venturers
31                                  shall not be entitled to surrender the Special
32                                  Railway Licence or any Lateral Access Road
33                                  Licence or any part or parts of them without the
34                                  prior consent of the Minister.
35
36                           (f)    (i)   The Joint Venturers may in accordance
37                                        with approved proposals take stone, sand,
38                                        clay and gravel from the Railway
39                                        Corridor for the construction, operation
40                                        and maintenance of the Railway


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                                                                             s. 43



 1                                       constructed within or approved for
 2                                       construction within the Railway Corridor.
 3
 4                                (ii)   Notwithstanding the Mining Act 1978 no
 5                                       royalty shall be payable under the Mining
 6                                       Act 1978 in respect of stone, sand, clay
 7                                       and gravel which the Joint Venturers are
 8                                       permitted by subparagraph (i) to obtain
 9                                       from the land the subject of the Special
10                                       Railway Licence.
11
12                        (g)     For the purposes of this Agreement and without
13                                limiting the operation of paragraphs (a) to (f)
14                                inclusive above, the application of the Mining
15                                Act 1978 and the regulations made thereunder
16                                are specifically modified;
17
18                               (i)     in section 91(1) by:
19
20                                       (A)    deleting "the mining registrar or
21                                              the warden, in accordance with
22                                              section 42 (as read with section
23                                              92)" and substituting "the
24                                              Minister";
25
26                                       (B)    deleting "any person" and
27                                              substituting " the Joint Venturers
28                                              (as defined in the agreement
29                                              ratified by and scheduled to the
30                                              Iron       Ore      (Goldsworthy-
31                                              Nimingarra) Agreement Act 1972,
32                                              as from time to time added to,
33                                              varied or amended)";
34
35                                       (C)    deleting "for any one or more of
36                                              the purposes prescribed" and
37                                              substituting "for the purpose
38                                              specified in clause 16C(6)(a)(i),
39                                              clause 16C(6)(a)(ii) or clause
40                                              16C(6)(b), of the agreement
41                                              ratified   by    and   scheduled

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     s. 43



 1                                                to the Iron Ore (Goldsworthy-
 2                                                Nimingarra) Agreement Act 1972,
 3                                                as from time to time added to,
 4                                                varied or amended";
 5
 6                                  (ii)   in section 91(3)(a), by deleting
 7                                         "prescribed form" and substituting "form
 8                                         required by the agreement ratified by and
 9                                         scheduled to the Iron Ore (Goldsworthy-
10                                         Nimingarra) Agreement Act 1972, as
11                                         from time to time added to, varied or
12                                         amended";
13
14                                  (iii) by deleting sections 91(6), 91(9), 91(10)
15                                        and 91B;
16
17                                  (iv) in section 92, by deleting "Sections 41,
18                                       42, 44, 46, 46A, 47 and 52 apply," and
19                                       inserting "Section 46A (excluding in
20                                       subsection (2)(a) "the mining registrar,
21                                       the warden or") applies," and by deleting
22                                       "in those provisions" and inserting "in
23                                       that provision";
24
25                                  (v)    by deleting the full stop at the end of the
26                                         section 94(1) and inserting, "except to the
27                                         extent otherwise provided in, or to the
28                                         extent that such terms and conditions are
29                                         inconsistent with, the agreement ratified
30                                         by and scheduled to the Iron Ore
31                                         (Goldsworthy-Nimingarra)        Agreement
32                                         Act 1972, as from time to time added to,
33                                         varied or amended";
34
35                                  (vi) by deleting sections 94(2), (3) and (4);
36
37                                  (vii) in section 96(1), by inserting after
38                                        "miscellaneous licence" the words "(not
39                                        being a miscellaneous licence granted
40                                        pursuant to the agreement ratified by and
41                                        scheduled to the Iron Ore (Goldsworthy-

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                                                                             s. 43



 1                                     Nimingarra) Agreement Act 1972, as
 2                                     from time to time added to, varied or
 3                                     amended";
 4
 5                                (viii) by deleting mining regulations 37(2),
 6                                       37(3), 42 and 42A; and
 7
 8                                (ix) by inserting at the beginning of mining
 9                                     regulations 41(c) and (f) the words
10                                     "subject to the agreement ratified by and
11                                     scheduled to the Iron Ore (Goldsworthy-
12                                     Nimingarra) Agreement Act 1972, as
13                                     from time to time added to, varied or
14                                     amended".
15
16                        (h)     If additional proposals are approved in
17                                accordance with subclause (5) for the
18                                construction of a Railway spur line outside the
19                                then Railway Corridor, the Minister for Mines
20                                shall include the area of land within which such
21                                construction is to occur in the Special Railway
22                                Licence by endorsement. The area of such land
23                                may be included notwithstanding that the
24                                survey of the land has not been completed but
25                                subject to correction to accord with the survey
26                                when completed at the Joint Venturers'
27                                expense.
28
29                        (i)     If additional proposals are approved in
30                                accordance with subclause (5) for the
31                                construction of Train Loading Infrastructure or
32                                Train Unloading Infrastructure outside the then
33                                Railway Corridor, the Minister for Mines shall
34                                include the area of such land within which such
35                                infrastructure is approved for construction in
36                                the Special Railway Licence by endorsement.
37                                The area of such land may be included
38                                notwithstanding that the survey of the land has
39                                not been completed but subject to correction to
40                                accord with the survey when completed at the
41                                Joint Venturers' expense.

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 1
 2                           (j)    The provisions of this subclause shall not
 3                                  operate so as to require the State to cause a
 4                                  Special Railway Licence or a Lateral Access
 5                                  Road Licence to be granted or any land
 6                                  included in the Special Railway Licence as
 7                                  mentioned above until all processes necessary
 8                                  under any laws relating to native title to enable
 9                                  that grant or inclusion of land to proceed, have
10                                  been completed.
11
12                     Construction and operation of Railway
13
14                     (7)   (a)    Subject to and in accordance with approved
15                                  proposals, the Rail Safety Act and the grant of
16                                  the relevant Special Railway Licence and any
17                                  associated Lateral Access Road Licences the
18                                  Joint Venturers shall in a proper and
19                                  workmanlike manner and in accordance with
20                                  recognised standards for railways of a similar
21                                  nature operating under similar conditions
22                                  construct the Railway and associated
23                                  Additional Infrastructure and access roads
24                                  within the Railway Corridor and shall also
25                                  construct inter alia any necessary sidings,
26                                  crossing points, bridges, signalling switches
27                                  and other works and appurtenances and provide
28                                  for crossings and (where appropriate and
29                                  required by the Minister) grade separation or
30                                  other protective devices including flashing
31                                  lights and boom gates at places where the
32                                  Railway crosses or intersects with major roads
33                                  or existing railways.
34
35                           (b)    The Joint Venturers shall while the holder of a
36                                  Special Railway Licence:
37
38                                  (i)   keep the Railway the subject of that
39                                        licence in an operable state; and
40




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                                                                               s. 43



 1                                (ii)   ensure that the Railway the subject of that
 2                                       licence is operated in a safe and proper
 3                                       manner in compliance with all applicable
 4                                       laws from time to time; and
 5
 6                                (iii) without limiting subparagraph (ii) ensure
 7                                      that the obligations imposed under the
 8                                      Rail Safety Act on an owner and an
 9                                      operator (as those terms are therein
10                                      defined) are complied with in connection
11                                      with the Railway the subject of that
12                                      licence.
13
14                                Nothing in this Agreement shall be construed to
15                                exempt the Joint Venturers or any other person
16                                from compliance with the Rail Safety Act or
17                                limit its application to the Joint Venturers'
18                                operations generally (except as otherwise may
19                                be provided in that Act or regulations made
20                                under it).
21
22                        (c)     The Joint Venturers shall provide crossings for
23                                livestock and also for any roads, other railways,
24                                conveyors, pipelines and other utilities which
25                                exist at the date of grant of the relevant Special
26                                Railway Licence or in respect of land
27                                subsequently included in it at the date of such
28                                inclusion and the Joint Venturers shall on
29                                reasonable terms and conditions allow such
30                                crossings for roads, railways, conveyors,
31                                pipelines and other utilities which may be
32                                constructed for future needs and which may be
33                                required to cross a Railway constructed
34                                pursuant to this clause.
35
36                        (d)     Subject to clause 16B, the Joint Venturers shall
37                                at all times be the holder of Special Railway
38                                Licences and Lateral Access Road Licences
39                                granted pursuant to this clause and (without
40                                limiting clause 31 but subject to clause 16B)
41                                shall at all times own manage and control the

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 1                                  use of each Railway the subject of a Special
 2                                  Railway Licence held by the Joint Venturers.
 3
 4                           (e)    The Joint Venturers shall not be entitled to
 5                                  exclusive possession of the land the subject of a
 6                                  Special Railway Licence or Lateral Access
 7                                  Road Licence granted pursuant to this clause to
 8                                  the intent that the State, the Minister, the
 9                                  Minister for Mines and any persons authorised
10                                  by any of them from time to time shall be
11                                  entitled to enter upon the land or any part of it
12                                  at all reasonable times and on reasonable notice
13                                  with all necessary vehicles, plant and
14                                  equipment and for purposes related to this
15                                  Agreement or such other purposes as they think
16                                  fit but in doing so shall be subject to the
17                                  reasonable directions of the Joint Venturers so
18                                  as not to unreasonably interfere with the Joint
19                                  Venturers' operations.
20
21                           (f)    The Joint Venturers' ownership of a Railway
22                                  constructed pursuant to this clause shall not
23                                  give them an interest in the land underlying it.
24
25                           (g)    The Joint Venturers shall not at any time
26                                  without the prior consent of the Minister
27                                  dismantle, sell or otherwise dispose of any part
28                                  or parts of any Railway constructed pursuant to
29                                  this clause, or permit this to occur, other than
30                                  for the purpose of maintenance, repair, upgrade
31                                  or renewal.
32
33                           (h)    The Joint Venturers shall, subject to and in
34                                  accordance with approved proposals, in a
35                                  proper and workmanlike manner, construct any
36                                  Additional Infrastructure, access roads, Lateral
37                                  Access Roads and other works approved for
38                                  construction under this clause.
39
40                           (i)    The Joint Venturers shall while the holder of a
41                                  Special Railway Licence at all times keep and

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 1                                maintain in good repair and working order and
 2                                condition (which obligation includes, where
 3                                necessary, replacing or renewing all parts
 4                                which are worn out or in need of replacement
 5                                or renewal due to their age or condition) the
 6                                Railway, access roads and Additional
 7                                Infrastructure (if any) the subject of that licence
 8                                and all such other works installations plant
 9                                machinery and equipment for the time being
10                                the subject of this Agreement and used in
11                                connection with the operation use and
12                                maintenance of that Railway, access roads and
13                                Additional Infrastructure (if any).
14
15                        (j)     Subject to clause 16B, the Joint Venturers
16                                shall:
17
18                                (i)    be responsible for the cost of construction
19                                       and maintenance of all Private Roads
20                                       constructed pursuant to this clause; and
21
22                                (ii)   at their own cost erect signposts and take
23                                       other steps that may be reasonable in the
24                                       circumstances to prevent any persons and
25                                       vehicles (other than those engaged upon
26                                       the Joint Venturers' activities and their
27                                       invitees and licensees) from using the
28                                       Private Roads; and
29
30                                (iii) at any place where any Private Roads are
31                                      constructed by the Joint Venturers so as
32                                      to cross any railways or public roads
33                                      provide at their cost such reasonable
34                                      protection and signposting as may be
35                                      required by the Commissioner of Main
36                                      Roads or the Public Transport Authority
37                                      as the case may be.
38
39                        (k)     The provisions of clause 12A shall apply
40                                mutatis mutandis to any Railway or Railway
41                                spur line constructed pursuant to this clause

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 1                                  except that the Joint Venturers shall not be
 2                                  obliged to transport passengers upon any such
 3                                  Railway or Railway spur line.
 4
 5                     Aboriginal Heritage Act 1972 (WA)
 6
 7                     (8)   For the purposes of this clause the Aboriginal Heritage
 8                           Act 1972 (WA) applies as if it were modified by:
 9
10                           (a)    the insertion before the full stop at the end of
11                                  section 18(1) of the words:
12
13                                  "and the expression "the Joint Venturers"
14                                  means the persons from time to time
15                                  comprising "the Joint Venturers" in their
16                                  capacity as such under the agreement ratified
17                                  by and scheduled to the Iron Ore
18                                  (Goldsworthy-Nimingarra) Agreement Act
19                                  1972, as from time to time added to, varied or
20                                  amended in relation to the use or proposed use
21                                  of land pursuant to clause 16C of that
22                                  agreement after and in accordance with
23                                  approved proposals under clause 16C of that
24                                  agreement and in relation to the use of that land
25                                  before any such approval of proposals where
26                                  the Joint Venturers have the requisite authority
27                                  to enter upon and so use the land";
28
29                           (b)    the insertion in sections 18(2), 18(4), 18(5) and
30                                  18(7) of the words "or the Joint Venturers as
31                                  the case may be" after the words "owner of any
32                                  land";
33
34                           (c)    the insertion in section 18(3) of the words "or
35                                  the Joint Venturers as the case may be" after
36                                  the words "the owner";
37
38                           (d)    the insertion of the following sentences at the
39                                  end of section 18(3):
40




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                                                                              s. 43



 1                                "In relation to a notice from the Joint Venturers
 2                                the conditions that the Minister may specify
 3                                can as appropriate include, among other
 4                                conditions, a condition restricting the Joint
 5                                Venturers' use of the relevant land to after the
 6                                approval or deemed approval as the case may
 7                                be under the abovementioned agreement of all
 8                                of the Joint Venturers submitted initial
 9                                proposals thereunder for the Railway Operation
10                                (as defined in clause 16C(1) of the
11                                abovementioned agreement), or in the case of
12                                additional proposals submitted or to be
13                                submitted by the Joint Venturers to after the
14                                approval or deemed approval under that
15                                agreement of such additional proposals, and to
16                                the extent so approved. "; and
17
18                        (e)     the insertion in sections 18(2) and 18(5) of the
19                                words "or it as the case may be" after the word
20                                "he".
21
22                        The Joint Venturers acknowledge that nothing in this
23                        subclause (8) nor the granting of any consents under
24                        section 18 of the Aboriginal Heritage Act 1972 (WA)
25                        will constitute or is to be construed as constituting the
26                        approval of any proposals submitted or to be submitted
27                        by the Joint Venturers under this Agreement or as the
28                        grant or promise of land tenure for the purposes of this
29                        Agreement.
30
31                  Taking of land for the purposes of this clause
32
33                  (9)   (a)     The State is hereby empowered, as and for a
34                                public work under Parts 9 and 10 of the LAA,
35                                to take for the purposes of this clause any land
36                                (other than any part of a Port) which in the
37                                opinion of the Joint Venturers are necessary for
38                                the relevant Railway Operation and which the
39                                Minister determines is appropriate to be taken
40                                for the relevant Railway Operation (except any
41                                land the taking of which would be contrary to

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 1                                  the provisions of a Government agreement
 2                                  entered into before the submission of the
 3                                  proposals relating to the proposed taking) and
 4                                  notwithstanding any other provisions of that
 5                                  Act may license that land to the Joint
 6                                  Venturers.
 7
 8                           (b)    In applying Parts 9 and 10 of the LAA for the
 9                                  purposes of this clause:
10
11                                  (i)    "land" in that Act includes a legal or
12                                         equitable estate or interest in land;
13
14                                  (ii)   sections 170, 171, 172, 173, 174, 175 and
15                                         184 of that Act do not apply; and
16
17                                  (iii) that Act applies as if it were modified in
18                                        section 177(2) by inserting -
19                                         (A)   after "railway" the following -

20                                                "or land is being taken pursuant to
21                                                a Government agreement as
22                                                defined in section 2 of the
23                                                Government Agreements Act 1979
24                                                (WA)"; and

25                                         (B)   after "that Act" the following -

26                                               "or that Agreement as the case
27                                               may be".
28
29                           (c)    The Joint Venturers shall pay to the State on
30                                  demand the costs of or incidental to any land
31                                  taken at the request of and on behalf of the
32                                  Joint Venturers including but not limited to any
33                                  compensation payable to any holder of native
34                                  title or of native title rights and interests in the
35                                  land.
36




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                                                                              s. 43



 1                  Notification of Railway Operation Date
 2
 3                  (10) (a)     The Joint Venturers shall from the date
 4                               occurring 6 months before the date for
 5                               completion of construction of a Railway
 6                               specified in their time program for the
 7                               commencement and completion of construction
 8                               of that Railway submitted under subclause
 9                               (4)(a), keep the Minister fully informed as to:
10
11                                (i)    the progress of that construction and its
12                                       likely completion and commissioning;
13                                       and
14
15                                (ii)   the likely Railway Operation Date.
16
17                        (b)     The Joint Venturers shall on the Railway
18                                Operation Date notify the Minister that the first
19                                carriage of iron ore, freight goods or other
20                                products as the case may be over the Railway
21                                (other than for construction or commissioning
22                                purposes) has occurred.
23
24                        (c)    The Joint Venturers shall from the date
25                               occurring 6 months before the date for
26                               completion of construction of a Railway spur
27                               line specified in their time program for the
28                               commencement and completion of construction
29                               of that spur line submitted under subclause
30                               (5)(c) keep the Minister fully informed as to:
31
32                                (i)    the progress of that construction and its
33                                       likely completion and commissioning;
34                                       and
35
36                                (ii)   in respect of it, the likely Railway spur
37                                       line Operation Date.
38
39                        (d)    The Joint Venturers shall on the Railway spur
40                               line Operation Date in respect of any Railway
41                               spur line notify the Minister that the first

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 1                                      carriage of iron ore, freight goods or other
 2                                      products as the case may be over such spur line
 3                                      (other than for construction or commissioning
 4                                      purposes) has occurred.";
 5

 6           (8)   by inserting after subclause (1) of clause 18 the following new
 7                 subclause:

 8                 "(1a) To the extent determined by the Minister and subject to the
 9                       provisions of the laws from time to time of the said State
10                       governing the generation, supply and transmission of
11                       electricity, the Joint Venturers may subject to and in
12                       accordance with approved proposals generate transmit and
13                       supply electricity for the purpose of supply to:
14
15                       (a)   "the Company" or "Joint Venturers" as the case may be
16                             as defined in, and for the purpose of an Integration
17                             Agreement, for its or their purposes thereunder;
18
19                       (b)   the holders from time to time of a Mining Act 1978
20                             mining lease located in, or proximate to, the Pilbara
21                             region of the said State which is held by a Related
22                             Entity alone or with a third party or parties (excluding
23                             any mining lease granted pursuant to, or held under, a
24                             Government agreement) for the purpose of their iron
25                             ore mining operations on that mining lease; and
26
27                       (c)   with the prior approval of the Minister, "the Company"
28                             or "the Joint Venturers" as the case may be as defined
29                             in, and for the purpose of a Government agreement
30                             (excluding an Integration Agreement) for the mining
31                             of iron ore in, or proximate to, the Pilbara region of the
32                             said State for the purpose of its or their operations
33                             under that agreement." ;
34           (9)   by deleting clause 23;

35           (10) in clause 33(1) by:

36                 (a)   deleting paragraph (iv); and


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                                                                               s. 43



 1            (b)   after paragraph (v), inserting the following new paragraphs:

 2                  "Where beneficiated ore is produced from an admixture of
 3                  iron ore from the mineral lease and iron ore from elsewhere,
 4                  a portion (and a portion only) of the beneficiated ore so
 5                  produced being equal to the proportion that the amount of
 6                  the iron in the iron ore from the mineral lease used in the
 7                  production of that beneficiated ore bears to the total amount
 8                  of iron in the iron ore so used shall be deemed to be
 9                  produced from iron ore from the mineral lease.

10                  Where for the purpose of determining f.o.b. value it is
11                  necessary to convert an amount or price to Australian
12                  currency, the conversion is to be calculated using a rate
13                  (excluding forward hedge or similar contract rates) that has
14                  been approved by the Minister at the request of the Joint
15                  Venturers and in the absence of such request as determined
16                  by the Minister to be a reasonable rate for the purpose.

17                  The provisions of regulation 85AA (Effect of GST etc. on
18                  royalties) of the Mining Regulations 1981 (WA) shall apply
19                  mutatis mutandis to the calculation of royalties under this
20                  subclause.";

21     (11) in clause 33(2) by:

22            (a)   inserting ", and also showing such other information in
23                  relation to the abovementioned iron ore as the Minister may
24                  from time to time reasonably require in regard to, and to
25                  assist in verifying, the calculation of royalties in accordance
26                  with subclause (1)" after "the due date of return"; and

27            (b)   deleting all the words after "calculated on the basis of" and
28                  substituting a colon followed by:
29
30                  "(i)   in the case of iron ore initially sold at cost pursuant to
31                         the proviso to clause 13, at the price notified pursuant
32                         to paragraph (iii) of that proviso:
33
34                  (ii)   in any other case, invoices or provisional invoices (as
35                         the case may be) rendered by the Joint Venturers to

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 1                             the purchaser (which invoices the Joint Venturers
 2                             shall render without delay simultaneously furnishing
 3                             copies thereof to the Minister) of such iron ore or on
 4                             the basis of estimates as agreed or determined,

 5                       and shall from time to time in the next following appropriate
 6                       return and payment make (by the return and by cash) all
 7                       such necessary adjustments (and give to the Minister full
 8                       details thereof) when the f.o.b. value shall have been finally
 9                       calculated, agreed or determined.";

10           (12) by deleting clause 33(3) and substituting the following new
11                subclauses:

12                "(3)   The Joint Venturers shall permit the Minister or his nominee
13                       to inspect at all reasonable times the books, records,
14                       accounts, documents (including contracts), data and
15                       information of the Joint Venturers stored by any means
16                       relating to any shipment or sale of iron ore the subject of
17                       royalty hereunder and to take copies or extracts (in whatever
18                       form) therefrom and for the purpose of determining the f.o.b.
19                       value in respect of any shipment sale transfer or other
20                       disposal or use or production of iron ore the subject of
21                       royalty hereunder the Joint Venturers will take reasonable
22                       steps (i) to provide the Minister with current prices for iron
23                       ore outside and within the Commonwealth and other details
24                       and information that may be required by the Minister for the
25                       purpose of agreeing or determining the f.o.b. value and (ii)
26                       to satisfy the State either by certificate of a competent
27                       independent party acceptable to the State or otherwise to the
28                       Minister's reasonable satisfaction as to all relevant weights
29                       and analyses and will give due regard to any objection or
30                       representation made by the Minister or his nominee as to any
31                       particular weight or assay as iron ore which may affect the
32                       amount of royalty payable hereunder.

33                (3a) The Joint Venturers shall cause to be produced in Perth in
34                     the said State all books, records, accounts, documents
35                     (including contracts), data and information of the kind
36                     referred to in subclause (3) to enable the exercise of rights
37                     by the Minister or the Minister's nominee under subclause

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                                                                             s. 43



 1                  (3), regardless of the location in which or by whom those
 2                  books, records, accounts, documents (including contracts),
 3                  data and information are stored from time to time.";

 4     (13) by deleting clause 33(4);

 5     (14) in clause 34 by inserting "or pursuant hereto or held pursuant
 6          hereto" after "granted hereunder";

 7     (15) in clause 35 by:

 8            (a)   inserting "granted hereunder or pursuant hereto or held
 9                  pursuant hereto" after "licence or other title";

10            (b)   inserting "or held pursuant hereto" after the 2 subsequent
11                  references to "granted hereunder or pursuant hereto"; and

12            (c)   inserting "or held pursuant hereto" after "mineral lease as
13                  permitted"; and

14            (d)   deleting "occupied by the Joint Venturers" and substituting
15                  "the subject of any lease licence easement or other title
16                  granted hereunder or pursuant hereto or held pursuant
17                  hereto";

18     (16) in clause 36(a) by inserting "or held pursuant hereto" after "granted
19          hereunder or pursuant hereto";

20     (17) by inserting the following sentence at the end of clause 38:

21            "As a separate independent indemnity the Joint Venturers will
22            indemnify and keep indemnified the State and its servants agents
23            and contractors in respect of all actions suits claims demands or
24            costs of third parties arising out of or in connection with any use,
25            making available for use or other activities of the Joint Venturers
26            as referred to in clause 16A.";

27     (18)   in clause 39(3)(a) by inserting "or held pursuant hereto" after
28            "granted hereunder or pursuant hereto";




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1           (19)   in clause 40(1) by inserting "or held pursuant hereto" after "granted
2                  hereunder or pursuant hereto"; and

3           (20)   by inserting after Part Two of the Schedule the following new
4                  Parts:

5
6




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                                                                             s. 43



 1                                     "PART THREE
 2
 3                                WESTERN AUSTRALIA
 4
 5                   IRON ORE (GOLDSWORTHY-NIMINGARRA)
 6                       AGREEMENT ACT 1972
 7
 8                                   MINING ACT 1978
 9
10                  MISCELLANEOUS LICENCE FOR A RAILWAY
11                          AND OTHER PURPOSES
12
13
14            No.   MISCELLANEOUS LICENCE [ ]
15
16            WHEREAS by the Agreement (hereinafter called "the
17            Agreement") ratified by and scheduled to the Iron Ore
18            (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to
19            time added to, varied or amended, the State agreed to grant to
20            [    ] (hereinafter with their successors and permitted assigns
21            called "the Joint Venturers") a miscellaneous licence for the
22            construction operation and maintenance of a Railway (as defined
23            in clause 16C(1) of the Agreement and otherwise as provided in
24            the Agreement) and, if applicable, other purposes AND
25            WHEREAS the Joint Venturers pursuant to clause 16C(6)(a) of
26            the Agreement have made application for the said licence;
27
28            NOW in consideration of the rents reserved by and the provisions
29            of the Agreement and in pursuance of the Iron Ore (Goldsworthy-
30            Nimingarra) Agreement Act 1972, as from time to time added to,
31            varied or amended, the Joint Venturers are hereby granted by this
32            licence authority to conduct on the land the subject of this licence
33            as more particularly delineated and described from time to time in
34            the Schedule hereto all activities (including the taking of stone,
35            sand, clay and gravel, the provision of temporary accommodation
36            facilities for the railway workforce in accordance with the
37            Agreement and, subject to the Rights in Water and Irrigation Act
38            1914 (WA), the operation of water bores) necessary for the
39            planning, design, construction, commissioning, operation and
40            maintenance on the land the subject of this licence of the Railway
41            and Additional Infrastructure (as defined in clause 16C(1) of the

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 1               Agreement) and access roads to be located on the land the subject
 2               of this licence in accordance with the provisions of the Agreement
 3               and proposals approved under the Agreement, for the term of 50
 4               years from the date hereof (subject to the sooner determination of
 5               the term upon the determination of the Agreement) and upon and
 6               subject to the terms covenants and conditions set out in the
 7               Agreement and the Mining Act 1978 as it applies to this licence,
 8               and any amendments to the Agreement and the Mining Act 1978
 9               from time to time and to the terms and conditions (if any) now or
10               hereafter endorsed hereon and the payment of rentals in respect of
11               this licence in accordance with clause 16C(6)(a)(i) of the
12               Agreement PROVIDED ALWAYS that this licence shall not be
13               determined or forfeited otherwise than in accordance with the
14               Agreement.
15
16               In this licence:
17
18               -     If the Joint Venturers be more than one the liability of the
19                     Joint Venturers hereunder shall be joint and several.
20
21               -     Reference to an Act includes all amendments to that Act for
22                     the time being in force and also any Act passed in
23                     substitution therefore or in lieu thereof and to the regulations
24                     and by-laws of the time being in force thereunder.
25
26               -     Reference to "the Agreement" means such agreement as
27                     from time to time added to, varied or amended.
28
29               -     The terms "approved proposals", "Railway", "Railway
30                     Operation Date", and "Railway spur line" have the meanings
31                     given in the Agreement.
32


33               ENDORSEMENTS AND CONDITIONS
34
35               Endorsements
36
37               1.    This licence is granted in accordance with proposals
38                     submitted on [ ], and approved by the Minister (as defined
39                     in the Agreement) on [ ], under the Agreement.
40


     page 702
               Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                              s. 43



 1            2.    The Joint Venturers are permitted to, in accordance with
 2                  approved proposals, take stone, sand, clay and gravel from
 3                  the land the subject of this licence for the construction,
 4                  operation and maintenance of the Railway (including any
 5                  Railway spur line) constructed within or approved for
 6                  construction within the area of land the subject of this
 7                  licence.
 8
 9            3.    Notwithstanding the Mining Act 1978, no royalty shall be
10                  payable under the Mining Act 1978 in respect of stone, sand,
11                  clay and gravel which the Joint Venturers are permitted by
12                  the Agreement to obtain from the land the subject of this
13                  licence.
14
15            4.    [Any further endorsement which the Minister for Mines
16                  may, consistent with the provisions of the Agreement,
17                  determines and thereafter impose in respect of this licence
18                  including during the term of the Agreement.]
19
20            Conditions
21
22            1.    (a)    Except as provided in paragraph (b), the Joint
23                         Venturers shall within 2 years after the Railway
24                         Operation Date surrender in accordance with the
25                         provisions of the Mining Act 1978 the area of this
26                         licence down to a maximum of 100 metres width or as
27                         otherwise approved by the Minister (as defined in the
28                         Agreement) for the safe operation of the Railway then
29                         constructed or approved for construction under
30                         approved proposals.
31
32                  (b)    Paragraph (a) shall not apply to land the subject of this
33                         licence that was included in this licence pursuant to
34                         clause 16C(6)(h) or clause 16C(6)(i) of the
35                         Agreement.
36
37            2.    The Joint Venturers shall as soon as possible after the
38                  construction of a Railway spur line or of an expansion or
39                  extension thereof as the case may be surrender in accordance
40                  with the Mining Act 1978 the land the subject of this licence
41                  that was included in this licence pursuant to clause 16C(6)(h)

                                                                          page 703
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1                     of the Agreement for the purpose of such construction down
 2                     to a maximum of 100 metres in width or as otherwise
 3                     approved by the Minister (as defined in the Agreement) for
 4                     the safe operation of that Railway spur line or expansion or
 5                     extension thereof as the case may be then constructed or
 6                     approved for construction under approved proposals.
 7
 8               3.    [Any further conditions which the Minister for Mines may,
 9                     consistent with the provisions of the Agreement, determines
10                     and thereafter impose in respect of this licence including
11                     during the term of the Agreement.]
12
13                                         SCHEDULE
14
15                                           Land description
16
17                     Locality:
18                     Mineral Field
19                     Area:
20
21                     DATED at Perth this             day of                .
22
23                     MINISTER FOR MINES
24
25




     page 704
               Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                             s. 43



 1                                       PART FOUR
 2
 3                                WESTERN AUSTRALIA
 4
 5                   IRON ORE (GOLDSWORTHY-NIMINGARRA)
 6                           AGREEMENT ACT 1972
 7
 8                                   MINING ACT 1978
 9
10             MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
11                               ROAD
12
13
14            No. MISCELLANEOUS LICENCE [ ]
15
16            WHEREAS by the Agreement (hereinafter called "the
17            Agreement") ratified and scheduled to the Iron Ore (Goldsworthy-
18            Nimingarra) Agreement Act 1972, as from time to time added to,
19            varied or amended, the State agreed to grant to [                  ]
20            (hereinafter with their successors and permitted assigns called "the
21            Joint Venturers") a miscellaneous licence for the construction use
22            and maintenance of a Lateral Access Road (as defined in the
23            Agreement) AND WHEREAS the Joint Venturers pursuant to
24            clause 16C(6)(a)(ii) of the Agreement have made application for
25            the said licence;
26
27            NOW in consideration of the rents reserved by and the provisions
28            of the Agreement and in pursuance of the Iron Ore (Goldsworthy-
29            Nimingarra) Agreement Act 1972,, as from time to time added to,
30            varied or amended, the Joint Venturers are hereby authorised to
31            construct use and maintain a road on the land more particularly
32            delineated and described from time to time in the Schedule hereto
33            in accordance with the provisions of the Agreement and proposals
34            approved under the Agreement for a term of 4 years commencing
35            on the date hereof (subject to the sooner determination of the term
36            upon the cessation or determination of the Agreement) and for the
37            purposes and upon and subject to the terms covenants and
38            conditions set out in the Agreement and the Mining Act 1978 as it
39            applies to this licence, and any amendments to the Agreement and
40            the Mining Act 1978 from time to time and to the terms and
41            conditions (if any) now or hereafter endorsed hereon and the

                                                                        page 705
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1               payment of rentals in respect of this licence in accordance with
 2               clause 16C(6)(a)(ii) of the Agreement PROVIDED ALWAYS that
 3               this licence shall not be determined or forfeited otherwise than in
 4               accordance with the Agreement.
 5
 6               In this licence:
 7
 8               -     If the Joint Venturers be more than one the liability of the
 9                     Joint Venturers hereunder shall be joint and several.
10
11               -     Reference to an Act includes all amendments to that Act for
12                     the time being in force and also any Act passed in
13                     substitution therefore or in lieu thereof and to the regulations
14                     and by-laws of the time being in force thereunder.
15
16               -     Reference to "the Agreement" means such agreement as
17                     from time to time added to, varied or amended.
18


19               ENDORSEMENTS AND CONDITIONS
20
21               Endorsements
22
23               1.    This licence is granted in accordance with proposals
24                     submitted on [ ], and approved by the Minister (as defined
25                     in the Agreement) on [ ], under the Agreement.
26
27               2.    [Any further endorsement which the Minister for Mines
28                     may, consistent with the provisions of the Agreement,
29                     determines and thereafter impose in respect of this licence
30                     including during the term of the Agreement.]
31
32               Conditions
33
34               [Such conditions which the Minister for Mines may, consistent
35               with the provisions of the Agreement, determines and thereafter
36               impose in respect of the licence, including during the term of the
37               Agreement.]
38
39



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               Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                          s. 43



 1                                       SCHEDULE
 2
 3                                    Description of land
 4
 5            Locality:
 6            Mineral Field:
 7            Area:
 8
 9            DATED at Perth this                     day of          .
10
11            MINISTER FOR MINES
12
13
14
15




                                                                    page 707
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1                                          PART FIVE
 2
 3                                   WESTERN AUSTRALIA
 4
 5                      IRON ORE (GOLDSWORTHY-NIMINGARRA)
 6                              AGREEMENT ACT 1972
 7
 8                                      MINING ACT 1978
 9
10                MISCELLANEOUS LICENCE FOR A LATERAL ACCESS
11                                  ROAD
12
13
14               No. MISCELLANEOUS LICENCE [ ]
15
16               WHEREAS by the Agreement (hereinafter called "the
17               Agreement") ratified by and scheduled to the Iron Ore
18               (Goldsworthy-Nimingarra) Agreement Act 1972, as from time to
19               time added to, varied or amended, the State agreed to grant to
20               [      ] (hereinafter with their successors and permitted assigns
21               called "the Joint Venturers") a miscellaneous licence for the
22               construction use and maintenance of a Lateral Access Road (as
23               defined in the Agreement) AND WHEREAS the Joint Venturers
24               pursuant to clause 16C(6)(b) of the Agreement have made
25               application for the said licence;
26
27               NOW in consideration of the rents reserved by and the provisions
28               of the Agreement and in pursuance of the Iron Ore (Goldsworthy-
29               Nimingarra) Agreement Act 1972, as from time to time added to,
30               varied or amended, the Joint Venturers are hereby authorised to
31               construct use and maintain a road on the land more particularly
32               delineated and described from time to time in the Schedule hereto
33               in accordance with the provisions of the Agreement and proposals
34               approved under the Agreement for a term of 4 years commencing
35               on the date hereof (subject to the sooner determination of the term
36               upon the cessation or determination of the Agreement) and for the
37               purposes and upon and subject to the terms covenants and
38               conditions set out in the Agreement and the Mining Act 1978 as it
39               applies to this licence, and any amendments to the Agreement and
40               the Mining Act 1978 from time to time and to the terms and
41               conditions (if any) now or hereafter endorsed hereon and the

     page 708
               Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                              s. 43



 1            payment of rentals in respect of this licence in accordance with
 2            clause 16C(6)(b) of the Agreement PROVIDED ALWAYS that
 3            this licence shall not be determined or forfeited otherwise than in
 4            accordance with the Agreement.
 5
 6            In this licence:
 7
 8            -     If the Joint Venturers be more than one the liability of the
 9                  Joint Venturers hereunder shall be joint and several.
10
11            -     Reference to an Act includes all amendments to that Act for
12                  the time being in force and also any Act passed in
13                  substitution therefore or in lieu thereof and to the regulations
14                  and by-laws of the time being in force thereunder.
15
16            -     Reference to "the Agreement" means such agreement as
17                  from time to time added to, varied or amended.
18


19            ENDORSEMENTS AND CONDITIONS
20
21            Endorsements
22
23            1.    This licence is granted in accordance with proposals
24                  submitted on [ ], and approved by the Minister (as defined
25                  in the Agreement) on [ ], under the Agreement.
26
27            2.    [Any further endorsement which the Minister for Mines
28                  may, consistent with the provisions of the Agreement,
29                  determines and thereafter impose in respect of this licence
30                  including during the term of the Agreement.]
31
32            Conditions
33
34             [Such conditions which the Minister for Mines may, consistent
35            with the provisions of the Agreement, determines and thereafter
36            impose in respect of the licence, including during the term of the
37            Agreement.]
38
39



                                                                          page 709
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

     s. 43



 1                                         SCHEDULE
 2
 3                                       Description of land
 4
 5               Locality:
 6               Mineral Field:
 7               Area:
 8
 9               DATED at Perth this               day of                    .
10
11               MINISTER FOR MINES".
12




     page 710
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
        Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended   Part 9

                                                                               s. 43



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                       )
 4   COLIN JAMES BARNETT                            )       [Signature]
 5   in the presence of:                            )
 6
             [Signature]
          STEPHEN WOOD
 7
 8
 9
10   EXECUTED by BHP BILLITON                           )
11   MINERALS PTY. LTD. ACN 008                         )
12   694 782 in accordance with section 127(1)          )
13   of the Corporations Act                            )
14
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
15
     STEWART HART                    ROBIN B LEES
     Name of Director                Name of Director/Company Secretary
16
17
18
19   EXECUTED by MITSUI IRON ORE                        )
20   CORPORATION PTY. LTD. ACN                          )
21   050 157 456 in accordance with section             )
22   127(1) of the Corporations Act                     )
23
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
24
     RYUZO NAKAMURA                  GAVIN PETER PATTERSON
     Name of Director                Name of Director/Company Secretary
25
26




                                                                          page 711
    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
    Part 9         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 amended

    s. 43



1   Signed by Shuzaburo Tsuchihashi as             )
2   attorney for ITOCHU MINERALS &                 )
3   ENERGY OF AUSTRALIA PTY.                       )
4   LTD. ACN 009 256 259 under power               )
5   of attorney dated 12 November 2010             )
6   in the presence of:                            )
7
    [Signature]                     [Signature]
    Signature of witness            Shuzaburo Tsuchihashi
8
    YASUSHI FUKUMURA
    Name of witness (print)
9




    page 712
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
       Iron Ore (McCamey's Monster) Agreement Authorisation Act       Part 10
                                                1972 amended

                                                                               s. 38


 1    Part 10 -- Iron Ore (McCamey's Monster) Agreement
 2             Authorisation Act 1972 amended
 3   38.         Act amended
 4               This Part amends the Iron Ore (McCamey's Monster)
 5               Agreement Authorisation Act 1972.

 6   39.         Section 2A inserted
 7               After section 1 insert:
 8


 9           2A.       Term used: current Agreement
10                     In this Act --
11                     current Agreement means the agreement referred to in
12                     section 2 as varied from time to time.
13


14   40.         Section 3 amended
15         (1)   In section 3 delete "When" and insert:
16

17               (1)   When
18

19         (2)   At the end of section 3 insert:
20

21               (2)   To avoid doubt, it is declared that the provisions of the
22                     Public Works Act 1902 section 96 do not apply to a
23                     railway constructed under the current Agreement.
24




                                                                           page 713
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Authorisation Act
                    1972 amended

     s. 41


 1   41.          Sections 4, 5 and 6 amended
 2                In sections 4(3), 5(3) and 6(4) delete "section 3," and insert:
 3

 4                section 3(1),
 5


 6   42.          Sections 8 and 9 inserted
 7                After section 7 insert:
 8


 9           8.         Fourth Variation Agreement
10                (1)   The agreement (fourth Variation Agreement) a copy
11                      of which is set out in Schedule 5 is ratified.
12                (2)   The implementation of the fourth Variation Agreement
13                      is authorised.
14                (3)   Without limiting or otherwise affecting the application
15                      of the Government Agreements Act 1979, the fourth
16                      Variation Agreement is to operate and take effect
17                      despite any other Act or law.

18           9.         State empowered under clause 11E(9)(a)
19                      The State has power in accordance with
20                      clause 11E(9)(a) of the current Agreement.
21


22   43.          Schedule 5 inserted
23                After Schedule 4 insert:




     page 714
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                       s. 43



 1             Schedule 5 -- Fourth Variation Agreement
 2                                                                     [s. 8]
 3                                    2010
 4
 5
 6
 7
 8
 9                 THE HONOURABLE COLIN JAMES BARNETT
10               PREMIER OF THE STATE OF WESTERN AUSTRALIA
11
12
13                                    AND
14
15
16                   BHP IRON ORE (JIMBLEBAR) PTY. LTD.
17                            ACN 009 114 210
18
19
20
21
22
23
24
25         IRON ORE (McCAMEY'S MONSTER) AGREEMENT 1972
26
27                  RATIFIED VARIATION AGREEMENT
28
29
30
31
32                             [Solicitor's details]
33
34
35
36
37
38
39
40


                                                                   page 715
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3
 4   BETWEEN
 5
 6   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 7   State of Western Australia acting for and on behalf of the said State and its
 8   instrumentalities from time to time (State)
 9
10   AND
11
12   BHP IRON ORE (JIMBLEBAR) PTY. LTD. ACN 009 114 210 of Level 17,
13   St Georges Square, 225 St Georges Terrace, Perth, Western Australia
14   (Company).
15
16

17   RECITALS

18   A.      The State and the Company are now the parties to the agreement
19           authorised by and as scheduled to the Iron Ore (McCamey's Monster)
20           Agreement Authorisation Act 1972 and which as subsequently added to,
21           varied or amended is referred to in this Agreement as the "Principal
22           Agreement".
23
24   B.      The State and the Company wish to vary the Principal Agreement.
25
26
27   THE PARTIES AGREE AS FOLLOWS:
28
29   1.      Subject to the context, the words and expressions used in this Agreement
30           have the same meanings respectively as they have in and for the purpose
31           of the Principal Agreement.

32   2.      The State shall sponsor a Bill in the Parliament of Western Australia to
33           ratify this Agreement and shall endeavour to secure its passage as an Act
34           prior to 31 December 2010 or such later date as the parties may agree.

35   3.      (a)   Clause 4 does not come into operation unless or until an Act passed
36                 in accordance with clause 2 ratifies this Agreement.



     page 716
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                                   s. 43



 1        (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
 2              clause 2, clause 4 has not come into operation then unless the
 3              parties hereto otherwise agree this Agreement shall cease and
 4              determine and neither party shall have any claim against the other
 5              party with respect to any matter or thing arising out of or done or
 6              performed or omitted to be done or performed under this
 7              Agreement.
 8
 9   4.   The Principal Agreement is varied as follows:
10
11        (1)   in clause 1:
12
13              (a)   by deleting the current definitions of "approved proposals",
14                    "direct shipping ore", "fine ore", "fines", "f.o.b. revenue",
15                    "iron ore" and "Minister for Minerals and Energy" and;
16
17              (b)   by inserting in the appropriate alphabetical positions the
18                    following new definitions:
19
20                    "agreed or determined" means agreed between the Joint
21                    Venturers and the Minister or, failing agreement within three
22                    months of the Minister giving notice to the Joint Venturers
23                    that he requires the value of a quantity of iron ore to be
24                    agreed or determined, as determined by the Minister
25                    (following, if requested by the Joint Venturers, consultation
26                    with the Joint Venturers and their consultants in regard
27                    thereto) and in agreeing or determining a fair and reasonable
28                    market value of such iron ore assessed on an arm's length
29                    basis the Joint Venturers and/or the Minister as the case may
30                    be shall have regard to:
31
32                    (i)      in the case of iron ore initially sold at cost pursuant to
33                             the proviso to clause 11(10), the prices for that type of
34                             iron ore prevailing at the time the price for such iron
35                             ore was agreed between the arm's length purchaser
36                             referred to in paragraph (iii) of that proviso and the
37                             seller in relation to the type of sale and the relevant
38                             international seaborne iron ore market into which
39                             such iron ore was sold and where prices beyond the
40                             deemed f.o.b. point are being considered the


                                                                              page 717
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1                          deductions mentioned in the definition of f.o.b. value;
 2                          and
 3
 4                   (ii)   in any other case, the prices for that type of iron ore
 5                          prevailing at the time the price for such iron ore was
 6                          agreed between the Joint Venturers and the purchaser
 7                          in relation to the type of sale and the market into
 8                          which such iron ore was sold and where prices
 9                          beyond the deemed f.o.b. point are being considered
10                          the deductions mentioned in the definition of f.o.b.
11                          value;
12
13                   "approved proposal" means a proposal approved or
14                   determined under this Agreement;
15
16                   "beneficiated ore" means iron ore that has been concentrated
17                   or upgraded (otherwise than solely by crushing, screening,
18                   separating by hydrocycloning or a similar technology which
19                   uses primarily size as a criterion, washing, scrubbing,
20                   trommelling or drying or by a combination of 2 or more of
21                   those processes) by the Joint Venturers in a plant constructed
22                   pursuant to a proposal approved pursuant to an Integration
23                   Agreement or in such other plant as is approved by the
24                   Minister after consultation with the Minister for Mines and
25                   "beneficiation" and "beneficiate" have corresponding
26                   meanings;
27
28                   "deemed f.o.b. point" means on ship at the relevant loading
29                   port;
30
31                   "deemed f.o.b. value" means an agreed or determined value
32                   of the iron ore as if the iron ore was sold f.o.b. at the deemed
33                   f.o.b. point as at:
34
35                   (a)    in the case of iron ore the property of the Joint
36                          Venturers which is shipped out of the said State, the
37                          date of shipment; and
38
39                   (b)    in any other case, the date of sale, transfer of
40                          ownership, disposal or use as the case may be;


     page 718
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                             s. 43



 1                   "EP Act" means the Environmental Protection Act 1986
 2                   (WA);

 3                   "fine ore" means iron ore (not being beneficiated ore) which
 4                   is screened and will pass through a 6.3 millimetre mesh
 5                   screen;
 6
 7                   "f.o.b. value" means:
 8
 9                   (i)   subject to paragraph (ii), in the case of iron ore
10                         products shipped and sold by the Joint Venturers, the
11                         price which is payable for the iron ore products by the
12                         purchaser thereof to the Joint Venturers or an
13                         associated company or, where the Minister considers,
14                         following advice from the appropriate Government
15                         department, that the price payable in respect of the
16                         iron ore products does not represent a fair and
17                         reasonable market value for those types of iron ore
18                         products assessed on an arm's length basis, such
19                         amount as is agreed or determined as representing
20                         such a fair and reasonable market value, less all export
21                         duties and export taxes payable to the Commonwealth
22                         on the export of the iron ore products and all costs and
23                         charges properly incurred and payable by the Joint
24                         Venturers from the time the iron ore products shall be
25                         placed on ship at the relevant loading port to the time
26                         the same is delivered and accepted by the purchaser
27                         including:
28
29                         (1)   ocean freight;
30
31                         (2)   marine insurance;
32
33                         (3)   port and handling charges at the port of
34                               discharge;
35
36                         (4)   all costs properly incurred in delivering the iron
37                               ore products from port of discharge to the
38                               smelter and evidenced by relevant invoices;
39




                                                                         page 719
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1                           (5)   all weighing sampling assaying inspection and
 2                                 representation costs;
 3
 4                           (6)   all shipping agency charges after loading on
 5                                 and departure of ship from the relevant loading
 6                                 port;
 7
 8                           (7)   all import taxes by the country of the port of
 9                                 discharge; and
10
11                           (8)   such other costs and charges as the Minister
12                                 may in his discretion consider reasonable in
13                                 respect of any shipment or sale;
14
15                   (ii)    in the case of iron ore initially sold at cost pursuant to
16                           the proviso to clause 11(10), the price which is
17                           payable for the iron ore by the arm's length purchaser
18                           as referred to in paragraph (iii) of that proviso or,
19                           where the Minister considers, following advice from
20                           the appropriate Government department, that the price
21                           payable in respect of the iron ore does not represent a
22                           fair and reasonable market value for that type of iron
23                           ore assessed on an arm's length basis in the relevant
24                           international seaborne iron ore market, such amount
25                           as is agreed or determined as representing such a fair
26                           and reasonable market value, less all duties, taxes,
27                           costs and charges referred to in paragraph (i) above;
28                           and
29
30                   (iii)   in all other cases, the deemed f.o.b. value.
31
32                   For the purpose of subparagraph (i) of this definition, it is
33                   acknowledged that the consideration payable in an arm's
34                   length transaction for iron ore products sold solely for testing
35                   purposes may be less than the fair and reasonable market
36                   value for those iron ore products and in this circumstance
37                   where the Minister in his discretion is satisfied such
38                   consideration represents the entire consideration payable, the
39                   Minister shall be taken to be satisfied that such entire
40                   consideration represents the fair and reasonable market
41                   value;

     page 720
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                          s. 43



 1                   "Government agreement" has the meaning given in the
 2                   Government Agreements Act 1979 (WA);
 3
 4                   "Integration Agreement" means:
 5
 6                   (a)   the agreement approved by and scheduled to the Iron
 7                         Ore (Hamersley Range) Agreement Act 1963, as from
 8                         time to time added to, varied or amended; or
 9
10                   (b)   the agreement approved by and scheduled to the Iron
11                         Ore (Robe River) Agreement Act 1964, as from time
12                         to time added to, varied or amended; or
13
14                   (c)   the agreement approved by and scheduled to the Iron
15                         Ore (Hamersley Range) Agreement Act Amendment
16                         Act 1968, as from time to time added to, varied or
17                         amended; or
18
19                   (d)   the agreement ratified by and scheduled to the Iron
20                         Ore (Mount Bruce) Agreement Act 1972, as from time
21                         to time added to, varied or amended; or
22
23                   (e)   the agreement ratified by and scheduled to the Iron
24                         Ore (Hope Downs) Agreement Act 1992, as from time
25                         to time added to, varied or amended; or
26
27                   (f)   the agreement ratified by and scheduled to the Iron
28                         Ore (Yandicoogina) Agreement Act 1996, as from
29                         time to time added to, varied or amended; or
30
31                   (g)   the agreement approved by and scheduled to the Iron
32                         Ore (Mount Newman) Agreement Act 1964, as from
33                         time to time added to, varied or amended; or
34
35                   (h)   the agreement approved by and scheduled to the Iron
36                         Ore (Mount Goldsworthy) Agreement Act 1964, as
37                         from time to time added to, varied or amended; or
38
39                   (i)   the agreement ratified by and scheduled to the Iron
40                         Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
41                         as from time to time added to, varied or amended; or

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 1
 2                   (j)   the agreement authorised by and as scheduled to the
 3                         Iron Ore (McCamey's Monster) Agreement
 4                         Authorisation Act 1972, as from time to time added to,
 5                         varied or amended; or
 6
 7                   (k)   the agreement ratified by and scheduled to the Iron
 8                         Ore (Marillana Creek) Agreement Act 1991, as from
 9                         time to time added to, varied or amended;
10
11                   "Integration Proponent" means in relation to an Integration
12                   Agreement, "the Company" or "the Joint Venturers" as the
13                   case may be as defined in, and for the purpose of, that
14                   Integration Agreement;
15
16                   "iron ore" includes, without limitation, beneficiated ore;
17
18                   "laws relating to native title" means laws applicable from
19                   time to time in the said State in respect of native title and
20                   includes the Native Title Act 1993 (Commonwealth);
21
22                   "loading port" means:
23
24                   (a)   the Port of Dampier; or
25
26                   (b)   Port Walcott; or
27
28                   (c)   the Port of Port Hedland; or
29
30                   (d)   any other port constructed after the variation date
31                         under an Integration Agreement; or
32
33                   (e)   such other port approved by the Minister at the
34                         request of the Joint Venturers from time to time for
35                         the shipment of iron ore from the mineral lease;
36
37                   "lump ore" means iron ore (not being beneficiated ore)
38                   which is screened and will not pass through a 6.3 millimetre
39                   mesh screen;
40




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                                                                              s. 43



 1                    "Mount Newman Agreement" means the agreement
 2                    approved by and scheduled to the Iron Ore (Mount Newman)
 3                    Agreement Act 1964, as from time to time added to, varied
 4                    or amended;
 5
 6                    "Minister for Mines" means the Minister in the Government
 7                    of the said State for the time being responsible for the
 8                    administration of the Mining Act 1904 and the Mining Act
 9                    1978;
10
11                    "Related Entity" means a company in which:
12
13                    (a)   as at 21 June 2010; and
14
15                    (b)   after 21 June 2010, with the approval of the Minister,
16
17                    a direct or (through a subsidiary or subsidiaries within the
18                    meaning of the Corporations Act 2001 (Commonwealth))
19                    indirect shareholding of 20% or more is held by:
20
21                    (c)   Rio Tinto Limited ABN 96 004 458 404; or
22
23                    (d)   BHP Billiton Limited ABN 49 004 028 077; or
24
25                    (e)   those companies referred to in paragraphs (c) and (d)
26                          in aggregate;
27
28                    "variation date" means the date on which clause 4 of the
29                    variation agreement made on or about 17 November 2010
30                    between the State and the Joint Venturers comes into
31                    operation;
32
33                    "washing" means a process of separation by water using
34                    only size as a criterion;

35              (c)   in the definition of "Joint Venturers' wharf" by inserting
36                    "and in clauses 11(10) and 23(2)(a) also any additional
37                    wharf constructed by the Joint Venturers pursuant to this
38                    Agreement" before the semi colon;



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     s. 43



 1                 (d)   in the definition of "metallised agglomerates" by deleting "or
 2                       iron ore concentrates";
 3
 4                 (e)   in the definition of "mineral lease" by inserting "and any
 5                       areas added to it pursuant to clause 11B" before the semi
 6                       colon; and
 7
 8                 (f)   in the definition of "secondary processing" by deleting "the
 9                       concentration or other beneficiation of iron ore otherwise
10                       than by washing crushing or screening or any combination
11                       thereof" and substituting "the beneficiation of iron ore";
12
13           (2)   in clause 2:
14
15                 (a)   by inserting in subclause (1)(c) "and clause headings" after
16                       "marginal notes"; and
17
18                 (b)   by inserting after subclause (3) the following new subclause:
19
20                       "(4)     Nothing in this Agreement shall be construed:
21
22                                (a)   to exempt the Joint Venturers from compliance
23                                      with any requirement in connection with the
24                                      protection of the environment arising out of or
25                                      incidental to their activities under this
26                                      Agreement that may be made by or under the
27                                      EP Act; or
28
29                                (b)   to exempt the State or the Joint Venturers from
30                                      compliance with or to require the State or the
31                                      Joint Venturers to do anything contrary to any
32                                      laws relating to native title or any lawful
33                                      obligation or requirement imposed on the State
34                                      or the Joint Venturers as the case may be
35                                      pursuant to any laws relating to native title; or
36
37                                (c)   to exempt the Joint Venturers from compliance
38                                      with the provisions of the Aboriginal Heritage
39                                      Act 1972 (WA).";
40




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                                                                                 s. 43



 1        (3)   in clause 5 by deleting "Minister for Minerals and Energy" in
 2              paragraphs (d), (e) and (f) and substituting "Minister for Mines";
 3
 4        (4)   in clause 9(1):
 5
 6              (a)    by inserting "after the variation date" after "this Agreement";
 7
 8              (b)    by inserting "significantly" before "modify";
 9
10              (c)    by inserting "carried on pursuant to this Agreement" after
11                     "vary their activities";
12
13              (d)    by inserting "(other than under clauses 9C, 11A or 11E)"
14                     after "any approved proposals"; and
15
16              (e)    by deleting the last sentence and substituting the following
17                     sentence:

18                     "The provisions of clause 7(5) shall apply mutatis mutandis
19                     to detailed proposals submitted pursuant to this subclause.";

20        (5)   by renumbering subclauses (2) and (3) of clause 9 as (6) and (7)
21              respectively;
22


23        (6)   by inserting after subclause (1) of clause 9 the following new
24              subclauses:
25
26              "(2)   A proposal may with the consent of the Minister (except in
27                     relation to an Integration Agreement) and that of any parties
28                     concerned (being in respect of an Integration Agreement the
29                     Integration Proponent for that agreement) provide for the use
30                     by the Joint Venturers of any works installations or facilities
31                     constructed or established under a Government agreement.
32
33              (3)    Each of the proposals pursuant to subclause (1) may with the
34                     approval of the Minister, or shall if so required by the
35                     Minister, be submitted separately and in any order as to any
36                     matter or matters in respect of which such proposals are
37                     required to be submitted.
38


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     s. 43



 1                 (4)   At the time when the Joint Venturers submit the said
 2                       proposals they shall submit to the Minister details of any
 3                       services (including any elements of the project
 4                       investigations, design and management) and any works
 5                       materials, plant, equipment and supplies that they propose to
 6                       consider obtaining from or having carried out or permitting
 7                       to be obtained from or carried out outside Australia together
 8                       with their reasons therefor and shall, if required by the
 9                       Minister, consult with the Minister with respect thereto.
10
11                 (5)   The Joint Venturers may withdraw their proposals pursuant
12                       to subclause (1) at any time before approval thereof, or
13                       where any decision in respect thereof is referred to
14                       arbitration as referred to in clause 9A, within 3 months after
15                       the award by notice to the Minister that they shall not be
16                       proceeding with the same.";
17


18           (7)   by renumbering clause 9A as clause 9C and in subclause (4)
19                 deleting "Clauses 7 and 8" and substituting "clauses 9(2) to (5) and
20                 clause 9A";
21
22           (8)   by inserting after clause 9 the following new clauses:
23
24                 "Consideration of Joint Venturers' proposals under clause 9
25
26                 9A. (1)     In respect of each proposal pursuant to subclause (1)
27                             of clause 9 the Minister shall:
28
29                             (a)    subject to the limitations set out below, refuse
30                                    to approve the proposal (whether it requests the
31                                    grant of new tenure or not) if the Minister is
32                                    satisfied on reasonable grounds that it is not in
33                                    the public interest for the proposals to be
34                                    approved; or
35
36                              (b)   approve of the proposal without qualification or
37                                    reservation; or
38
39                              (c)   defer consideration of or decision upon the
40                                    same until such time as the Joint Venturers

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                                                                              s. 43



 1                                 submit a further proposal or proposals in
 2                                 respect of some other of the matters mentioned
 3                                 in clause 9(1) not covered by the said proposal;
 4                                 or
 5
 6                         (d)     require as a condition precedent to the giving of
 7                                 his approval to the said proposal that the Joint
 8                                 Venturers make such alteration thereto or
 9                                 comply with such conditions in respect thereto
10                                 as he thinks reasonable, and in such a case the
11                                 Minister shall disclose his reasons for such
12                                 conditions,
13
14                         PROVIDED ALWAYS that where implementation of
15                         any proposals hereunder has been approved pursuant
16                         to the EP Act subject to conditions or procedures, any
17                         approval or decision of the Minister under this clause
18                         shall if the case so requires incorporate a requirement
19                         that the Joint Venturers make such alterations to the
20                         proposals as may be necessary to make them accord
21                         with those conditions or procedures.
22
23                         In considering whether to refuse to approve a
24                         proposal the Minister is to assess whether or not the
25                         implementation of the proposal by itself, or together
26                         with any one or more of the other submitted
27                         proposals, will:
28
29                         (i)     detrimentally affect economic and orderly
30                                 development in the said State, including
31                                 without limitation, infrastructure development
32                                 in the said State; or
33
34                         (ii)    be contrary to or inconsistent with the planning
35                                 and development policies and objectives of the
36                                 State; or
37
38                         (iii)   detrimentally affect the rights and interests of
39                                 third parties; or
40




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     s. 43



 1                         (iv)   detrimentally affect access to and use by others
 2                                of the lands the subject of any grant or proposed
 3                                grant to the Joint Venturers.
 4
 5                         The right to refuse to approve a proposal conferred by
 6                         paragraph (a) may only be exercised in respect of a
 7                         proposal where the Minister is satisfied on reasonable
 8                         grounds that a purpose of the proposal is the
 9                         integrated use of works installations or facilities (as
10                         defined in subclause (7) of clause 11C for the purpose
11                         of that clause) as contemplated by clause 11C. It may
12                         not be so exercised in respect of a proposal if pursuant
13                         to clause 9B(5) the Minister, prior to the submission
14                         of the proposal, advised the Joint Venturers in writing
15                         that the Minister has no public interest concerns (as
16                         defined in that clause) with the single preferred
17                         development (as referred to in clause 9B(5)(a)) the
18                         subject of the submitted proposals and those proposals
19                         are consistent (as to their substantive scope and
20                         content) with the information provided to the Minister
21                         pursuant to clause 9B(5) in respect of that single
22                         preferred development.
23
24                   (2)   The Minister shall within 2 months after receipt of
25                         proposals pursuant to clause 9(1) give notice to the
26                         Joint Venturers of his decision in respect to the
27                         proposals, PROVIDED THAT where a proposal is to
28                         be assessed under Part IV of the EP Act the Minister
29                         shall only give notice to the Joint Venturers of his
30                         decision in respect to the proposal within 2 months
31                         after service on him of an authority under section
32                         45(7) of the EP Act.
33
34                   (3)   If the decision of the Minister is as mentioned in either
35                         of paragraphs (a), (c) or (d) of subclause (1) the
36                         Minister shall afford the Joint Venturers full
37                         opportunity to consult with him and should they so
38                         desire to submit new or revised proposals either
39                         generally or in respect to some particular matter.
40




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                                                                              s. 43



 1                   (4)   If the decision of the Minister is as mentioned in either
 2                         of paragraphs (c) or (d) of subclause (1) and the Joint
 3                         Venturers consider that the decision is unreasonable
 4                         the Joint Venturers within 2 months after receipt of the
 5                         notice mentioned in subclause (2) may elect to refer to
 6                         arbitration in the manner hereinafter provided the
 7                         question of the reasonableness of the decision
 8                         PROVIDED THAT any requirement of the Minister
 9                         pursuant to the proviso to subclause (1) shall not be
10                         referable to arbitration hereunder. A decision of the
11                         Minister under paragraph (a) of subclause (1) shall not
12                         be referable to arbitration under this Agreement.
13
14                   (5)   If by the award made on the arbitration pursuant to
15                         subclause (4) the dispute is decided in favour of the
16                         Joint Venturers the decision shall take effect as a
17                         notice by the Minister that he is so satisfied with and
18                         approves the matter or matters the subject of the
19                         arbitration.
20
21                   (6)   The Joint Venturers shall implement the approved
22                         proposals in accordance with the terms thereof.
23
24                   (7)   Notwithstanding clause 45, the Minister may during
25                         the implementation of approved proposals approve
26                         variations to those proposals.
27
28             Notification of possible proposals
29
30             9B. (1)     If the Joint Venturers, upon completion of a pre-
31                         feasibility study in respect of any matter that would
32                         require the submission and approval of proposals
33                         pursuant to this Agreement (being proposals which
34                         will have as their purpose, or one of their purposes, the
35                         integrated use of works installations or facilities as
36                         contemplated by clause 11C) for the matter to be
37                         undertaken, intends to further consider the matter with
38                         a view to possibly submitting such proposals they shall
39                         promptly notify the Minister in writing giving
40                         reasonable particulars of the relevant matter.
41


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     s. 43



 1                   (2)   Within one (1) month after receiving the notification
 2                         the Minister may, if the Minister so wishes, inform the
 3                         Joint Venturers of the Minister's views of the matter at
 4                         that stage.
 5
 6                   (3)   If the Joint Venturers are informed of the Minister's
 7                         views, they shall take them into account in deciding
 8                         whether or not to proceed with their consideration of
 9                         the matter and the submission of proposals.
10
11                   (4)   Neither the Minister's response nor the Minister
12                         choosing not to respond shall in any way limit,
13                         prejudice or otherwise affect the exercise by the
14                         Minister of the Minister's powers, or the performance
15                         of the Minister's obligations, under this Agreement or
16                         otherwise under the laws from time to time of the said
17                         State.
18
19                   (5)   (a)   This subclause applies where the Joint
20                               Venturers have settled upon a single preferred
21                               development a purpose of which is the
22                               integrated use of works installations or facilities
23                               (as defined in subclause (7) of clause 11C for
24                               the purpose of that clause) as contemplated by
25                               clause 11C.
26
27                         (b)   For the purpose of this subclause "public
28                               interest concerns" means any concern that
29                               implementation of the single preferred
30                               development or any part of it will:
31
32                               (i)    detrimentally affect economic and
33                                      orderly development in the said State,
34                                      including       without      limitation,
35                                      infrastructure development in the said
36                                      State; or
37
38                               (ii)   be contrary to or inconsistent with the
39                                      planning and development policies and
40                                      objectives of the State; or
41


     page 730
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                                                                                  s. 43



 1                              (iii)   detrimentally affect the         rights    and
 2                                      interests of third parties; or
 3
 4                              (iv)   detrimentally affect access to and use by
 5                                     others of lands the subject of any grant or
 6                                     proposed grant to the Joint Venturers.
 7                        (c)   At any time prior to submission of proposals the
 8                              Joint Venturers may give to the Minister notice
 9                              of their single preferred development and
10                              request the Minister to confirm that the Minister
11                              has no public interest concerns with that single
12                              preferred development.
13
14                        (d)   The Joint Venturers shall furnish to the Minister
15                              with their notice reasonable particulars of the
16                              single preferred development including, without
17                              limitation:
18
19                              (i)     as to the matters that would be required
20                                      to be addressed in submitted proposals;
21                                      and
22
23                              (ii)    their progress in undertaking any
24                                      feasibility or other studies or matters to
25                                      be completed before submission of
26                                      proposals; and
27
28                              (iii)   their timetable for obtaining required
29                                      statutory and other approvals in relation
30                                      to the submission and approval of
31                                      proposals; and
32
33                              (iv)    their tenure requirements.
34
35                        (e)   If so required by the Minister, the Joint
36                              Venturers will provide to the Minister such
37                              further information regarding the single
38                              preferred development as the Minister may
39                              require from time to time for the purpose of
40                              considering the Joint Venturers' request and also
41                              consult with the Minister or representatives or

                                                                           page 731
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     s. 43



 1                                   officers of the State in regard to the single
 2                                   preferred development.
 3
 4                             (f)   Within 2 months after receiving the notice (or if
 5                                   the Minister requests further information, within
 6                                   2 months after the provision of that information)
 7                                   the Minister must advise the Joint Venturers:
 8
 9                                   (i)   that the Minister has no public interest
10                                         concerns with the single preferred
11                                         development; or
12
13                                   (ii) that he is not then in a position to advise
14                                        that he has no public interest concerns
15                                        with the single preferred development and
16                                        the Minister's reasons in that regard.
17
18                             (g)   If the Minister gives the advice mentioned in
19                                   paragraph (f)(ii) the Joint Venturers may,
20                                   should they so desire, give a further request to
21                                   the Minister in respect of a revised or alternate
22                                   single preferred development and the provisions
23                                   of this subclause shall apply mutatis mutandis
24                                   thereto.";
25
26           (9)   in clause 11(2) by deleting "Minister for Minerals and Energy" and
27                 substituting "Minister for Mines";
28
29           (10) by inserting after subclause (8) of clause 11 the following new
30                subclauses:
31
32                 "Blending of iron ore
33
34                 (9)   (a)   The Joint Venturers may blend iron ore mined from
35                             the mineral lease with any:
36
37                             (i)    iron ore mined from a mining tenement or
38                                    other mining title granted under, or pursuant to,
39                                    an Integration Agreement; or
40




     page 732
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                                                                              s. 43



 1                         (ii)    iron ore mined from a Mining Act 1978 mining
 2                                 lease located in, or proximate to, the Pilbara
 3                                 region of the said State which is held by a
 4                                 Related Entity alone or with a third party or
 5                                 parties (excluding any mining lease granted
 6                                 pursuant to, or held under, a Government
 7                                 agreement); or
 8
 9                         (iii)   with the prior approval of the Minister, iron ore
10                                 mined in, or proximate to, the Pilbara region of
11                                 the said State under a Government agreement
12                                 (excluding an Integration Agreement); or
13
14                         (iv)    with the prior approval of the Minister, iron ore
15                                 mined by a third party from a Mining Act 1978
16                                 mining lease located in, or proximate to, the
17                                 Pilbara region of the said State (excluding
18                                 under a Government agreement) which has
19                                 been purchased by an Integration Proponent
20                                 from the third party.
21
22                   (b)   The authority given under paragraph (a) is subject to
23                         the Minister being reasonably satisfied that there are
24                         in place adequate systems and controls for the correct
25                         apportionment of the quantities of iron ore being
26                         blended as between each of the sources referred to in
27                         paragraph (a), which systems and controls monitor
28                         production, processing, transportation, stockpiling and
29                         shipping of all such iron ore. If at any time the
30                         Minister ceases to be so satisfied he may, after
31                         consulting the Joint Venturers and provided the Joint
32                         Venturers have not within three (3) months after the
33                         commencement of such consultation addressed the
34                         matters of concern to the Minister to his satisfaction,
35                         by notice in writing to the Joint Venturers suspend the
36                         above authority in respect of the relevant blending
37                         arrangements until he is again satisfied in terms of
38                         this paragraph (b).
39
40                   (c)   If any blending of iron ore occurs as contemplated by
41                         this subclause, then for the purposes of clauses 31(1)

                                                                          page 733
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     s. 43



 1                          and (2), a portion of the iron ore so blended being
 2                          equal to the proportion that the amount of iron ore
 3                          from the mineral lease used in the admixture of iron
 4                          ore bears to the total amount of iron ore so blended,
 5                          shall be deemed to be produced from the mineral
 6                          lease.
 7
 8              Shipment of and price for iron ore
 9
10              (10) Throughout the continuance of this Agreement the Joint
11                   Venturers shall ship, or procure the shipment of, all iron ore
12                   mined from the mineral lease, and sold:
13
14                    (a)   from the Joint Venturers' wharf; or
15
16                    (b)   from any other wharf in a loading port which wharf
17                          has been constructed under an Integration Agreement;
18                          or
19
20                    (c)   with the Minister's approval given before submission
21                          of proposals in that regard, from any other wharf in a
22                          loading port which wharf has been constructed under
23                          another Government agreement (excluding the
24                          Integration Agreements),
25
26                    and use their best endeavours to obtain therefor the best
27                    price possible having regard to market conditions from time
28                    to time prevailing PROVIDED THAT iron ore from the
29                    mineral lease may be sold by the Joint Venturers prior to or
30                    at the time of the shipment under this Agreement at a price
31                    equal to the production costs in respect of that iron ore up to
32                    the point of sale, if:
33
34                    (i)   the Minister is notified before the time of shipment
35                          that the sale is to be made at cost, providing details of
36                          the proposed sale; and
37
38                    (ii) the Minister is notified of the proposed arm's length
39                         purchaser in the relevant international seaborne iron
40                         ore market of the iron ore the subject of the proposed
41                         sale at cost; and

     page 734
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                                                                                s. 43



 1
 2                     (iii) there is included in the return lodged pursuant to
 3                           clause 31(2) particulars of the transaction in which the
 4                           ore sold at cost was subsequently purchased in the
 5                           relevant international seaborne iron ore market by an
 6                           arm's length purchaser specifying the purchaser, the
 7                           seller, the price and the date when the sale was agreed
 8                           between the arm's length purchaser and the seller; and
 9
10                     (iv) the arm's length purchaser referred to in (iii) above is
11                          not then a designated purchaser as referred to below.
12
13              If required by notice in writing from the Minister, the Joint
14              Venturers must provide the Minister within 30 days after receiving
15              the notice with evidence that the transaction as included in the
16              return pursuant to paragraph (iii) above was a sale in the relevant
17              international seaborne iron ore market to an independent
18              participant in that market. If no evidence is provided or the
19              Minister is not so satisfied on the evidence provided or other
20              information obtained, the Minister may by notice to the Joint
21              Venturers designate the purchaser to be a designated purchaser and
22              that designation will remain in force unless and until lifted by
23              further notice from the Minister to the Joint Venturers. For the
24              avoidance of doubt and without limiting the Minister discretion
25              above, the parties acknowledge that marketing entities forming part
26              of a corporate group that includes the majority Joint Venturer (or
27              part of a parallel corporate group if that Joint Venturer is part of a
28              dual-listed corporate structure) are not independent participants for
29              the purposes of this subclause.";
30
31        (11) in subclause (7) of clause 11A by deleting paragraphs (b) and (c)
32             and substituting the following new paragraph:
33
34              "(b) The provisions of clauses 7(2), 7(5), 9(2) to (5) and 9A shall
35                   apply to detailed proposals submitted pursuant to this
36                   subclause.";
37




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     s. 43



 1           (12) by inserting after clause 11A the following new clauses:

 2                 "Additional areas
 3
 4                 11B. (1)    Notwithstanding the provisions of the Mining Act
 5                             1904 or the Mining Act 1978 the Joint Venturers may
 6                             from time to time during the currency of this
 7                             Agreement apply to the Minister for areas held by the
 8                             Joint Venturers or an associated company under a
 9                             mining tenement granted under the Mining Act 1978
10                             to be included in the mineral lease but so that the total
11                             area of the mineral lease, any land that may be
12                             included in the mineral lease pursuant to this
13                             Agreement and of any other mineral lease or mining
14                             lease granted under or pursuant to this Agreement (as
15                             aggregated) shall not at any time exceed 777 square
16                             kilometres. The Minister shall confer with the
17                             Minister for Mines in regard to any such application
18                             and if they approve the application the Minister for
19                             Mines shall upon the surrender of the relevant mining
20                             tenement include the area the subject thereof in the
21                             mineral lease by endorsement subject to such of the
22                             conditions of the surrendered mining tenement as the
23                             Minister for Mines determines but otherwise subject
24                             to the same terms covenants and conditions as apply
25                             to the mineral lease (with such apportionment of rents
26                             as is necessary) and notwithstanding that the survey of
27                             such additional land has not been completed but
28                             subject to correction to accord with the survey when
29                             completed at the Joint Venturers' expense.
30
31                       (2)   The Minister may approve, upon application by the
32                             Joint Venturers from time to time, for the total area
33                             referred to in subclause (1) to be increased up to a
34                             limit not exceeding 1,000 square kilometres.
35
36                       (3)   The Joint Venturers shall not mine or carry out other
37                             activities (other than exploration, bulk sampling and
38                             testing) on any area or areas added to the mineral
39                             lease pursuant to subclause (1) of this clause unless
40                             and until proposals with respect thereto are approved

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                                                                              s. 43



 1                         or determined pursuant to the subsequent provisions
 2                         of this clause.
 3
 4                   (4)   If the Joint Venturers desire to commence mining of
 5                         iron ore or to carry out any other activities (other than
 6                         as aforesaid) on the said areas they shall give notice
 7                         of such desire to the Minister and shall within 2
 8                         months of the date of such notice (or thereafter within
 9                         such extended time as the Minister may allow as
10                         hereinafter provided) and subject to the provisions of
11                         this Agreement submit to the Minister to the fullest
12                         extent reasonably practicable their detailed proposals
13                         (which proposals shall include plans where practicable
14                         and specifications where reasonably required by the
15                         Minister) with respect to such mining or other
16                         activities as additional proposals pursuant to clauses 9
17                         or 11A as the case may be.
18
19             Integrated use of works installations or facilities under the
20             Integration Agreements
21
22             11C. (1)    Subject to subclauses (2) to (7) of this clause and to
23                         the other provisions of this Agreement, the Joint
24                         Venturers may during the continuance of this
25                         Agreement:
26
27                         (a)   use any existing or new works installations or
28                               facilities constructed or held:
29
30                               (i)     under this Agreement; or
31
32                               (ii)    under any other Integration Agreement
33                                       which are made available for such use
34                                       and during the continuance of such
35                                       Integration Agreement; or
36
37                               (iii)   with the approval of the Minister, under a
38                                       Government agreement (excluding an
39                                       Integration Agreement) which are made
40                                       available for such use and during the
41                                       continuance of that agreement,

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 1
 2                               (wholly or in part) in the activities of the Joint
 3                               Venturers carried on by them pursuant to this
 4                               Agreement including, without limitation, as part
 5                               of those activities, transporting by railway and
 6                               shipping from a loading port and undertaking
 7                               any ancillary and incidental activities in doing
 8                               so (including, without limitation, blending
 9                               permitted by clause 11(9)) of:
10
11                               (A)    iron ore mined from a Mining Act 1978
12                                      mining lease located in, or proximate to,
13                                      the Pilbara region of the said State which
14                                      is held by a Related Entity alone or with
15                                      a third party or parties (excluding any
16                                      mining lease granted pursuant to, or held
17                                      under, a Government agreement);
18
19                               (B)    with the prior approval of the Minister,
20                                      iron ore mined in, or proximate to, the
21                                      Pilbara region of the said State under a
22                                      Government agreement (excluding an
23                                      Integration Agreement);
24
25                               (C)    with the prior approval of the Minister,
26                                      iron ore mined by a third party from a
27                                      Mining Act 1978 mining lease located in,
28                                      or proximate to, the Pilbara region of the
29                                      said     State   (excluding    under     a
30                                      Government agreement) which has been
31                                      purchased by the Joint Venturers from
32                                      the third party;
33
34                               (D)    iron ore mined under an Integration
35                                      Agreement;
36
37                         (b)   make any existing or new works installations or
38                               facilities constructed or held under this
39                               Agreement available for use (wholly or partly)
40                               by another Integration Proponent during the
41                               continuance of its Integration Agreement in the

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                                                                              s. 43



 1                               activities of that Integration Proponent carried
 2                               on by it pursuant to its Integration Agreement
 3                               including, without limitation, as part of those
 4                               activities, transporting by railway and shipping
 5                               from a loading port and undertaking any
 6                               ancillary and incidental activities in doing so
 7                               (including, without limitation, blending
 8                               permitted by that Integration Agreement) of:
 9
10                               (i)     iron ore mined from a Mining Act 1978
11                                       mining lease located in, or proximate to,
12                                       the Pilbara region of the said State which
13                                       is held by a Related Entity alone or with
14                                       a third party or parties (excluding any
15                                       mining lease granted pursuant to, or held
16                                       under, a Government agreement);
17
18                               (ii)    with the prior approval of the Minister
19                                       (as defined in that Integration
20                                       Agreement), iron ore mined in, or
21                                       proximate to, the Pilbara region of the
22                                       said State under a Government agreement
23                                       (excluding an Integration Agreement);
24
25                               (iii)   with the prior approval of the Minister
26                                       (as    defined    in   the    Integration
27                                       Agreement), iron ore mined by a third
28                                       party from a Mining Act 1978 mining
29                                       lease located in, or proximate to, the
30                                       Pilbara region of the said State
31                                       (excluding     under    a    Government
32                                       agreement) which has been purchased by
33                                       that Integration Proponent from the third
34                                       party;
35
36                               (iv)    iron ore mined under an Integration
37                                       Agreement;
38
39                         (c)   make any existing or new works installations or
40                               facilities constructed or held under this


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 1                               Agreement available for use (wholly or partly)
 2                               in connection with operations under:
 3
 4                               (i)    a Mining Act 1978 mining lease located
 5                                      in, or proximate to, the Pilbara region of
 6                                      the said State, for iron ore, which is held
 7                                      by a Related Entity alone or with a third
 8                                      party or parties (excluding any mining
 9                                      lease granted pursuant to, or held under a
10                                      Government agreement); or
11
12                               (ii)   with the approval of the Minister, a
13                                      Government agreement (other than an
14                                      Integration Agreement) for the mining of
15                                      iron ore in, or proximate to, the Pilbara
16                                      region of the said State;
17
18                         (d)   subject to subclause (2), under this Agreement
19                               and for the purpose of any use or making
20                               available for use referred to in paragraph (a),
21                               (b) or (c) connect any existing or new works
22                               installations or facilities constructed or held
23                               under this Agreement to any existing or new
24                               works installations or facilities constructed or
25                               held under another Integration Agreement;
26
27                         (e)   subject to subclause (2), under this Agreement
28                               and for the purpose of any use or making
29                               available for use referred to in paragraph (a),
30                               (b) or (c) or making of any connection referred
31                               to in paragraph (d) construct new works
32                               installations or facilities and expand modify or
33                               otherwise vary any existing and new works
34                               installations or facilities constructed or held
35                               under this Agreement;
36
37                         (f)   allow a railway or rail spur line (not being a
38                               railway or rail spur line constructed or held
39                               under an Integration Agreement) to be
40                               connected to a railway or rail spur line or other
41                               works installations or facilities constructed or

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                                                                             s. 43



 1                               held under this Agreement for the delivery of
 2                               iron ore to an Integration Proponent for
 3                               transport by railway and shipping from a
 4                               loading port (together with any ancillary and
 5                               incidental activities in doing so) as part of its
 6                               activities under its Integration Agreement; and
 7
 8                         (g)   allow an electricity transmission line (not being
 9                               an electricity transmission line constructed or
10                               held under an Integration Agreement) to be
11                               connected to an electricity transmission line
12                               constructed or held under this Agreement for
13                               the supply of electricity permitted to be made
14                               under an Integration Agreement.
15
16                   (2)   (a)   A connection referred to in subclause (1)(d) or
17                               construction, expansion, modification or other
18                               variation referred to in subclause (1)(e) by the
19                               Joint Venturers shall, to the extent not already
20                               authorised under this Agreement as at the
21                               variation date, be regarded as a significant
22                               modification expansion or other variation of the
23                               Joint Venturers' activities carried on by them
24                               pursuant to this Agreement and may only be
25                               made in accordance with proposals submitted
26                               and approved or determined under this
27                               Agreement in accordance with clauses 9 and 9A
28                               or clauses 11A or 11E as the case may require
29                               and otherwise in compliance with the
30                               provisions of this Agreement and the laws from
31                               time to time of the said State. For the avoidance
32                               of doubt, the parties acknowledge that any use
33                               or making available for use contemplated by
34                               subclause (1)(a), (1)(b) or (1)(c) shall not
35                               otherwise than as required by this paragraph (a)
36                               require the submission and approval of further
37                               proposals under this Agreement.
38




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     s. 43



 1                         (b)   The Joint Venturers shall not be entitled to:
 2
 3                               (i)     submit proposals to construct any new
 4                                       port or to establish harbour or port works
 5                                       installations or facilities, or to expand
 6                                       modify or otherwise vary harbour or
 7                                       works installations or facilities otherwise
 8                                       than in accordance with their rights (if
 9                                       any) under this Agreement as those rights
10                                       stood immediately prior to the variation
11                                       date; or
12
13                               (ii)    generate and supply power, take and
14                                       supply water or dispose of water
15                                       otherwise than in accordance with the
16                                       other clauses of this Agreement and
17                                       subject to any restrictions contained in
18                                       those clauses; or
19
20                               (iii)   without limiting subparagraphs (i) and
21                                       (ii) submit proposals to construct or
22                                       establish works installations or facilities
23                                       of a type, or to make expansions,
24                                       modifications or other variations of
25                                       works installations or facilities of a type,
26                                       which in the Minister's reasonable
27                                       opinion this Agreement, immediately
28                                       before the variation date, did not permit
29                                       or contemplate the Joint Venturers
30                                       constructing, establishing or making as
31                                       the case may be otherwise than for
32                                       integration use as contemplated by
33                                       subclauses (1)(a), (1)(b) or (1)(c) or as
34                                       permitted by clause 11E; or
35
36                               (iv)    submit proposals to make a connection as
37                                       referred to in subclause (1)(d) or a
38                                       construction, expansion, modification or
39                                       other variation as referred to in subclause
40                                       (1)(e) otherwise than on tenure granted
41                                       under or pursuant to this Agreement from

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                                                                              s. 43



 1                                      time to time or held pursuant to this
 2                                      Agreement from time to time; or
 3
 4                               (v)    submit proposals to make a connection
 5                                      referred to in subclause (1)(d) or a
 6                                      construction, expansion, modification or
 7                                      other variation as referred to in subclause
 8                                      (1)(e) for the purpose of use as
 9                                      contemplated by subclause (1)(c)(i), if in
10                                      the reasonable opinion of the Minister
11                                      the activity which is the subject of the
12                                      proposals would give to the holder or
13                                      holders of the relevant Mining Act 1978
14                                      mining lease the benefit of rights or
15                                      powers granted to the Joint Venturers
16                                      under this Agreement, over and above
17                                      the right of access to and use of the
18                                      relevant works, installations or facilities;
19                                      or
20
21                               (vi) submit proposals to make a connection as
22                                    referred to in subclause (1)(d) or a
23                                    construction, expansion, modification or
24                                    other variation as referred to in subclause
25                                    (1)(e) for the purpose of use as
26                                    contemplated by subclause (1)(c) and
27                                    involving the grant of tenure without the
28                                    prior approval of the Minister; or
29
30                               (vii) submit proposals to assign, sublet, transfer
31                                     or dispose of any works installations or
32                                     facilities constructed or held under this
33                                     Agreement or any leases, licences,
34                                     easements or other titles under or pursuant
35                                     to this Agreement for any purpose referred
36                                     to in this clause.
37
38                         (c)   Notwithstanding the provisions of clauses 9B,
39                               11B, and 11E, the Minister may defer
40                               consideration of, or a decision upon, a proposal
41                               submitted by the Joint Venturers for a

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     s. 43



 1                               connection as referred to in subclause (1)(d) or
 2                               a construction, expansion, modification or other
 3                               variation as referred to in subclause (1)(e), for
 4                               the purpose of use or making available for use
 5                               as referred to in subclauses (1)(a) or (1)(b),
 6                               until relevant corresponding proposals under
 7                               the relevant Integration Agreement have been
 8                               submitted and those proposals can be approved
 9                               under that Integration Agreement concurrently
10                               with the Minister's approval under this
11                               Agreement of the Joint Venturers' proposal.
12
13                   (3)   Any use or making available for use as referred to in
14                         subclause (1), or submission of proposals as referred
15                         to in subclause (2), in respect of a Related Entity shall
16                         be subject to the Joint Venturers first confirming with
17                         the Minister that the Minister is satisfied that the
18                         relevant company is a Related Entity.
19
20                   (4)   The Joint Venturers shall give the Minister prior
21                         written notice of any significant change (other than a
22                         temporary one for maintenance or to respond to an
23                         emergency) proposed in their use, or in their making
24                         available for use, works, installations or facilities as
25                         referred to in this clause:
26
27                         (a)   from that authorised under this Agreement
28                               immediately before the variation date; and
29
30                         (b)   subsequently from that previously notified to
31                               the Minister under this subclause,
32
33                         as soon as practicable before such change occurs.
34
35                         The Joint Venturers shall also keep the Minister fully
36                         informed with respect to any proposed connection as
37                         referred to in subclause (1)(f) or (1)(g) or request of
38                         the Joint Venturers for such connection to be allowed.
39




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                                                                              s. 43



 1                   (5)   Nothing in this Agreement shall be construed to:
 2
 3                         (a)    exempt another Integration Proponent from
 4                                complying with, or the application of, the
 5                                provisions of its Integration Agreement; or
 6
 7                         (b)    restrict the Joint Venturers' rights under clause
 8                                40.
 9
10                         For the avoidance of doubt the approval of proposals
11                         under this Agreement shall not be construed as
12                         authorising another Integration Proponent to
13                         undertake any activities under this Agreement or
14                         under another Integration Agreement.
15
16                   (6)   Nothing in this clause shall be construed to exempt
17                         the Joint Venturers from complying with, or the
18                         application of, the other provisions of this Agreement
19                         including, without limitation, clause 40 and of
20                         relevant laws from time to time of the said State.
21
22                   (7)   For the purpose of this clause "works installations or
23                         facilities" means any:
24
25                         (a)   harbour or port works installations or facilities
26                               including, without limitation, stockpiles,
27                               reclaimers, conveyors and wharves;
28
29                         (b)   railway or rail spur lines;
30
31                         (c)   track structures and systems associated with the
32                               operation and maintenance of a railway
33                               including, without limitation, sidings, train
34                               control and signalling systems, maintenance
35                               workshops and terminal yards;
36
37                         (d)   train loading and unloading works installations
38                               or facilities;
39
40                         (e)   conveyors;
41


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     s. 43



 1                          (f)   private roads;
 2
 3                          (g)   mine aerodrome and associated aerodrome
 4                                works installations and facilities;
 5
 6                          (h)   iron ore mining, crushing, screening,
 7                                beneficiation or other processing works
 8                                installations or facilities;
 9
10                          (i)   mine administration buildings including,
11                                without limitation, offices, workshops and
12                                medical facilities;
13
14                          (j)   borrow pits;
15
16                          (k)   accommodation      and    ancillary  facilities
17                                including, without limitation, construction
18                                camps and in townsites constructed pursuant to
19                                and held under any Integration Agreement;
20
21                          (l)   water, sewerage, electricity, gas and
22                                telecommunications works installations and
23                                facilities    including,   without     limitation,
24                                pipelines, transmission lines and cables; and
25
26                          (m)   any other works installations or facilities
27                                approved of by the Minister for the purpose of
28                                this clause.
29
30                 Transfer of rights to shared works installations or facilities
31
32                 11D. (1) For the purposes of this clause "Relevant
33                          Infrastructure" means any works installations or
34                          facilities (as defined in clause 11C(7)):
35
36                          (a)   constructed or held under another Integration
37                                Agreement;
38
39                          (b)   which the Joint Venturers are using in their
40                                activities pursuant to this Agreement;
41


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                                                                               s. 43



 1                          (c)   which the Minister is satisfied (after consulting
 2                                with the Joint Venturers and the Integration
 3                                Proponent    for    that     other    Integration
 4                                Agreement):
 5
 6                                (i)    are no longer required by that other
 7                                        Integration Proponent to carry on its
 8                                        activities pursuant to its Integration
 9                                        Agreement because of the cessation of
10                                        the Integration Proponent's mining
11                                        operations in respect of which such
12                                        Relevant Infrastructure was constructed
13                                        or held or because of any other reason
14                                        acceptable to the Minister; and
15
16                                (ii)   are required by the Joint Venturers to
17                                        continue to carry on their activities
18                                        pursuant to this Agreement; and
19
20                          (d)   in respect of which that other Integration
21                                Proponent has notified the Minister it consents
22                                to the Joint Venturers submitting proposals as
23                                referred to in subclause (2).
24
25                    (2)   The Joint Venturers may as an additional proposal
26                          pursuant to clause 9 propose:
27
28                          (a)   that they be granted a lease licence or other title
29                                over the Relevant Infrastructure pursuant to this
30                                Agreement subject to and conditional upon the
31                                other Integration Proponent surrendering
32                                wholly or in part (and upon such terms as the
33                                Minister considers reasonable including any
34                                variation of terms to address environmental
35                                issues) its lease licence or other title over the
36                                Relevant Infrastructure; or
37
38                          (b)   that the other Integration Proponent's lease
39                                licence or other title (not being a mineral lease,
40                                mining lease or other right to mine title granted
41                                under a Government agreement, the Mining Act

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     s. 43



 1                                 1904 or the Mining Act 1978) to the Relevant
 2                                 Infrastructure be transferred to this Agreement
 3                                 (to be held by the Joint Venturers pursuant to
 4                                 this Agreement) with such surrender of land
 5                                 from it and variations of its terms as the
 6                                 Minister considers reasonable for that title to be
 7                                 held under this Agreement including, without
 8                                 limitation, to address environmental issues and
 9                                 outstanding obligations of that other Integration
10                                 Proponent under its Integration Agreement in
11                                 respect of that Relevant Infrastructure.
12
13                          The provisions of clause 9A shall mutatis mutandis
14                          apply to any such additional proposal. In addition the
15                          Joint Venturers acknowledge that the Minister may
16                          require variations of the other Integration Agreement
17                          and/or proposals under it or of this Agreement in
18                          order to give effect to the matters contemplated by
19                          this clause.
20
21                    (3)   This clause shall cease to apply in the event the State
22                          gives any notice of default to the Joint Venturers
23                          pursuant to clause 42(1) and while such notice
24                          remains unsatisfied.
25
26              Miscellaneous Licences for Railways
27
28              11E. (1)    In this clause subject to the context:
29
30                          "Additional Infrastructure" means:
31
32                          (a)   Train Loading Infrastructure;
33
34                          (b)   Train Unloading Infrastructure;
35
36                          (c)   a conveyor, train unloading and other
37                                infrastructure necessary for the transport of iron
38                                ore, freight goods or other products from the
39                                Railway (directly or indirectly) to port facilities
40                                within a loading port,
41


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                                                                              s. 43



 1                         in each case located outside a Port;
 2
 3                         "LAA" means the Land Administration Act 1997
 4                         (WA);
 5
 6                         "Lateral Access Roads" has the meaning given in
 7                         subclause (3)(a)(iv);
 8
 9                         "Lateral Access Road Licence" means a miscellaneous
10                         licence granted pursuant to subclause (6)(a)(ii) or
11                         subclause (6)(b) as the case may be and according to
12                         the requirements of the context describes the area of
13                         land from time to time the subject of that licence;
14
15                         "Port" means any port the subject of the Port
16                         Authorities Act 1999 (WA) or the Shipping and
17                         Pilotage Act 1967 (WA);
18
19                         "Private Roads" means Lateral Access Roads and the
20                         Joint Venturers' access roads within a Railway
21                         Corridor;
22
23                         "Rail Safety Act" means the Rail Safety Act 1998
24                         (WA);
25
26                         "Railway" means a standard gauge heavy haul railway
27                         or railway spur line, located or to be located as the
28                         case may be in, or proximate to, the Pilbara region of
29                         the said State (but outside the boundaries of a Port)
30                         for the transport of iron ore, freight goods and other
31                         products together with all railway track, associated
32                         track structures including sidings, turning loops, over
33                         or under track structures, supports (including supports
34                         for equipment or items associated with the use of a
35                         railway) tunnels, bridges, train control systems,
36                         signalling systems, switch and other gear,
37                         communication        systems,      electric      traction
38                         infrastructure, buildings (excluding office buildings,
39                         housing and freight centres), workshops and
40                         associated plant, machinery and equipment and
41                         including rolling stock maintenance facilities, terminal

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 1                         yards, depots, culverts and weigh bridges which
 2                         railway is or is to be (as the case may be) the subject
 3                         of approved proposals under subclause (4) and
 4                         includes any expansion or extension thereof outside a
 5                         Port which is the subject of additional proposals
 6                         approved in accordance with subclause (5);
 7
 8                         "Railway Corridor" means, prior to the grant of a
 9                         Special Railway Licence, the land for the route of the
10                         Railway the subject of that licence, access roads (other
11                         than Lateral Access Roads), areas from which stone,
12                         sand, clay and gravel may be taken, temporary
13                         accommodation facilities for the railway workforce,
14                         water bores and Additional Infrastructure (if any)
15                         which is the subject of a subsisting agreement
16                         pursuant to subclause (3)(a) and after the grant of the
17                         Special Railway Licence the land from time to time
18                         the subject of that Special Railway Licence;
19
20                         "Railway Operation" means the construction and
21                         operation under this Agreement of the relevant
22                         Railway and associated access roads and Additional
23                         Infrastructure (if any) within the relevant Railway
24                         Corridor and of the associated Lateral Access Roads,
25                         in accordance with approved proposals;
26
27                         "Railway spur line" means a standard gauge heavy
28                         haul railway spur line located or to be located in, or
29                         proximate to, the Pilbara region of the said State (but
30                         outside a Port) connecting to a Railway for the
31                         transport of iron ore, freight goods and other products
32                         upon the Railway to (directly or indirectly) a loading
33                         port;
34
35                         "Railway Operation Date" means the date of the first
36                         carriage of iron ore, freight goods or other products
37                         over the relevant Railway (other than for construction
38                         or commissioning purposes);
39
40                         "Railway spur line Operation Date" means the date of
41                         the first carriage of iron ore, freight goods or other

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 1                         products over the relevant Railway spur line (other
 2                         than for construction or commissioning purposes);
 3
 4                         "Special Railway Licence" means the relevant
 5                         miscellaneous licence for railway and, if applicable,
 6                         other purposes, granted to the Joint Venturers pursuant
 7                         to subclause (6)(a)(i) as varied in accordance with
 8                         subclause (6)(h) or subclause (6)(i) and according to
 9                         the requirements of the context describes the area of
10                         land from time to time the subject of that licence;
11
12                         "Train Loading Infrastructure" means conveyors,
13                         stockpile areas, blending and screening facilities,
14                         stackers, re-claimers and other infrastructure
15                         reasonably required for the loading of iron ore, freight
16                         goods or other products onto the relevant Railway for
17                         transport (directly or indirectly) to a loading port; and
18
19                         "Train Unloading Infrastructure" means train
20                         unloading infrastructure reasonably required for the
21                         unloading of iron ore from the Railway to be
22                         processed, or blended with other iron ore, at
23                         processing or blending facilities in the vicinity of that
24                         train unloading infrastructure and with the resulting
25                         iron ore products then loaded on to the Railway for
26                         transport (directly or indirectly) to a loading port.
27
28                   Joint Venturers to obtain prior Ministerial in-principle
29                   approval
30
31                   (2)   (a)   If the Joint Venturers wish, from time to time
32                               during the continuance of this Agreement, to
33                               proceed under this clause with a plan to develop
34                               a Railway they shall give notice thereof to the
35                               Minister and furnish to the Minister with that
36                               notice an outline of their plan.
37
38                         (b)   The Minister shall within one month of a notice
39                               under paragraph (a) advise the Joint Venturers
40                               whether or not he approves in-principle the
41                               proposed plan. The Minister shall afford the

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 1                               Joint Venturers full opportunity to consult with
 2                               him in respect of any decision of the Minister
 3                               under this paragraph.
 4
 5                         (c)   The Minister's in-principle approval in respect
 6                               of a proposed plan shall lapse if the Joint
 7                               Venturers have not submitted detailed proposals
 8                               to the Minister in respect of that plan in
 9                               accordance with this clause within 18 months of
10                               the Minister's in-principle approval.
11
12                    Railway Corridor
13
14                   (3)   (a)   If the Minister gives in-principle approval to a
15                               plan of the Joint Venturers to develop a Railway
16                               they shall consult with the Minister to seek the
17                               agreement of the Minister as to:
18
19                               (i)     where the Railway will begin and end;
20                                       and
21
22                               (ii)    a route for the Railway, access roads to
23                                       be within the Railway Corridor and the
24                                       land required for that route as well as
25                                       Additional Infrastructure (if any)
26                                       including, without limitation, areas from
27                                       which stone, sand, clay and gravel may
28                                       be taken, temporary accommodation
29                                       facilities for the railway workforce and
30                                       water bores; and
31
32                               (iii)   in respect of Additional Infrastructure (if
33                                       any) the nature and capacity of such
34                                       Additional Infrastructure; and
35
36                               (iv)    the routes of, and the land required for,
37                                       roads outside the Railway Corridor (and
38                                       also outside a Port) for access to it to
39                                       construct the Railway (such roads as
40                                       agreed being "Lateral Access Roads").
41


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                                                                              s. 43



 1                               In seeking such agreement, regard shall be had
 2                               to achieving a balance between engineering
 3                               matters including costs, the nature and use of
 4                               any lands concerned and interests therein and
 5                               the costs of acquiring the land (all of which
 6                               shall be borne by the Joint Venturers). The
 7                               parties acknowledge the intention is for the
 8                               Joint Venturers to construct the Railway, the
 9                               access roads for the construction and
10                               maintenance of the Railway which are to be
11                               within the Railway Corridor and the relevant
12                               Additional Infrastructure (if any) along the
13                               centreline of the Railway Corridor subject to
14                               changes in that alignment to the extent
15                               necessary to avoid heritage, environmental or
16                               poor ground conditions that are not identified
17                               during preliminary investigation work, and
18                               recognise the width of the Railway Corridor
19                               may need to vary along its route to
20                               accommodate Additional Infrastructure (if any),
21                               access roads, areas from which stone, sand, clay
22                               and gravel may be taken, temporary
23                               accommodation facilities for the railway
24                               workforce and water bores. The provisions of
25                               clause 49 shall not apply to this subclause.
26
27                         (b)   If the date by which the Joint Venturers must
28                               submit detailed proposals under subclause (4)(a)
29                               (as referred to in subclause (2)(c)) is extended or
30                               varied by the Minister pursuant to clause 46, any
31                               agreement made pursuant to paragraph (a)
32                               before such date is extended or varied shall
33                               unless the Minister notifies the Joint Venturers
34                               otherwise be deemed to be at an end and neither
35                               party shall have any claim against the other in
36                               respect of it.
37
38                         (c)   The Joint Venturers acknowledge that they
39                               shall be responsible for liaising with every title
40                               holder in respect of the land affected and for
41                               obtaining in a form and substance acceptable to

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 1                               the Minister all unconditional and irrevocable
 2                               consents of each such title holder to, and all
 3                               statutory consents required in respect of the
 4                               land affected for:
 5
 6                               (i)     the grant of the Special Railway Licence
 7                                       for the construction, operation and
 8                                       maintenance within the Railway
 9                                       Corridor of the Railway, access roads
10                                       and Additional Infrastructure (if any) to
11                                       be within the Railway Corridor; and
12
13                               (ii)    the grant of Lateral Access Road
14                                       Licences for the construction, use and
15                                       maintenance of Lateral Access Roads
16                                       over the routes for the Lateral Access
17                                       Roads agreed pursuant to paragraph (a);
18                                       and
19
20                               (iii)   the inclusion of additional land in the
21                                       Special Railway Licence as referred to in
22                                       subclause (6)(h) or subclause (6)(i),
23
24                               in accordance with this clause.          For the
25                               purposes of this subclause (3)(c), "title holder"
26                               means a management body (as defined in the
27                               LAA) in respect of any part of the affected land,
28                               a person who holds a mining, petroleum or
29                               geothermal energy right (as defined in the
30                               LAA) in respect of any part of the affected land,
31                               a person who holds a lease or licence under the
32                               LAA in respect of any part of the affected land,
33                               a person who holds any other title granted
34                               under or pursuant to a Government agreement
35                               in respect of any part of the affected land, a
36                               person who holds a lease or licence in respect
37                               of any part of the affected land under any other
38                               Act applying in the said State and a person in
39                               whom any part of the affected land is vested,
40                               immediately before the provision of such
41                               consents to the Minister as referred to in

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                                                                             s. 43



 1                               subclause (4)(e)(ii) (including as applying
 2                               pursuant to subclause 5(d)).
 3
 4                   Joint Venturers to submit proposals for Railway
 5
 6                   (4)   (a)   The Joint Venturers shall, subject to the EP Act,
 7                               the provisions of this Agreement, agreement at
 8                               that time subsisting in respect of the matters
 9                               required to be agreed pursuant to subclause
10                               3(a), submit to the Minister by the latest date
11                               applying under subclause (2)(c) to the fullest
12                               extent reasonably practicable their detailed
13                               proposals (including plans where practicable
14                               and specifications where reasonably required by
15                               the Minister and any other details normally
16                               required by a local government in whose area
17                               any works are to be situated) with respect to the
18                               undertaking of the relevant Railway Operation,
19                               which proposals shall include the location, area,
20                               layout, design, materials and time program for
21                               the commencement and completion of
22                               construction or the provision (as the case may
23                               be) of each of the following matters namely:
24
25                               (i)     the Railway including fencing (if any)
26                                       and crossing places within the Railway
27                                       Corridor;
28
29                               (ii)    Additional Infrastructure (if any) within
30                                       the Railway Corridor;
31
32                               (iii)   temporary accommodation and ancillary
33                                       temporary facilities for the railway
34                                       workforce on, or in the vicinity of, the
35                                       Railway Corridor and housing and other
36                                       appropriate facilities elsewhere for the
37                                       Joint Venturers' workforce;
38
39                               (iv)    water supply;
40
41                               (v)     energy supplies;

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 1
 2                               (vi)    access roads within the Railway Corridor
 3                                       and Lateral Access Roads both along the
 4                                       routes for those roads agreed between the
 5                                       Minister and the Joint Venturers pursuant
 6                                       to subclause 3(a);
 7
 8                               (vii)   any other works, services or facilities
 9                                       desired by the Joint Venturers; and
10
11                               (viii) use of local labour, professional services,
12                                      manufacturers, suppliers contractors and
13                                      materials and measures to be taken with
14                                      respect to the engagement and training of
15                                      employees by the Joint Venturers, their
16                                      agents and contractors.
17
18                         (b)   Proposals pursuant to paragraph (a) must specify
19                               the matters agreed for the purpose pursuant to
20                               subclause (3)(a) and must not be contrary to or
21                               inconsistent with such agreed matters.
22
23                         (c)   Each of the proposals pursuant to paragraph (a)
24                               may with the approval of the Minister, or must if
25                               so required by the Minister, be submitted
26                               separately and in any order as to the matter or
27                               matters mentioned in one or more of
28                               subparagraphs (i) to (viii) of paragraph (a) and
29                               until all of its proposals under this subclause
30                               have been approved the Joint Venturers may
31                               withdraw and may resubmit any proposal but the
32                               withdrawal of any proposal shall not affect the
33                               obligations of the Joint Venturers to submit a
34                               proposal under this subclause in respect of the
35                               subject matter of the withdrawn proposal.
36
37                         (d)   The Joint Venturers shall, whenever any of the
38                               following matters referred to in this subclause
39                               are proposed by the Joint Venturers (whether
40                               before or during the submission of proposals
41                               under this subclause), submit to the Minister

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                                                                               s. 43



 1                                details of any services (including any elements
 2                                of the project investigations, design and
 3                                management) and any works, materials, plant,
 4                                equipment and supplies that they propose to
 5                                consider obtaining from or having carried out or
 6                                permitting to be obtained from or carried out
 7                                outside Australia, together with their reasons
 8                                therefor and shall, if required by the Minister
 9                                consult with the Minister with respect thereto.
10
11                          (e)   At the time when the Joint Venturers submit the
12                                last of the said proposals pursuant to this
13                                subclause, they shall:
14
15                                (i)    furnish to the Minister's reasonable
16                                       satisfaction evidence of all accreditations
17                                       under the Rail Safety Act which are
18                                       required to be held by the Joint Venturers
19                                       or any other person for the construction of
20                                       the Railway; and
21
22                                (ii)   furnish to the Minister the written
23                                       consents referred to in subclause (3)(c)(i)
24                                       and (3)(c)(ii).
25
26                          (f)   The provisions of clause 9A shall apply mutatis
27                                mutandis to detailed proposals submitted under
28                                this subclause.
29
30             Additional Railway Proposals
31
32             (5)   (a)   If the Joint Venturers at any time during the currency of
33                         a Special Railway Licence desire to construct a
34                         Railway spur line (connecting to the Railway the
35                         subject of that Special Railway Licence) or desire to
36                         significantly modify, expand or otherwise vary their
37                         activities within the land the subject of the Special
38                         Railway Licence that are the subject of this Agreement
39                         and that may be carried on by them pursuant to this
40                         Agreement (other than by the construction of a Railway
41                         spur line) beyond those activities specified in any

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     s. 43



 1                        approved proposals for that Railway, they shall give
 2                        notice of such desire to the Minister and furnish to the
 3                        Minister with that notice an outline of their proposals in
 4                        respect thereto (including, without limitation, such
 5                        matters mentioned in subclause (4)(a) as are relevant or
 6                        as the Minister otherwise requires).
 7
 8                  (b)   If the notice relates to a Railway spur line, or to the
 9                        construction of Train Loading Infrastructure or Train
10                        Unloading Infrastructure on land outside the then
11                        Railway Corridor, the Minister shall within one month
12                        of receipt of such notice advise the Joint Venturers
13                        whether or not he approves in-principle the proposed
14                        construction of such spur line, Train Loading
15                        Infrastructure or Train Unloading Infrastructure. If the
16                        Minister gives in-principle approval the Joint Venturers
17                        may (but not otherwise) submit detailed proposals in
18                        respect thereof provided that the provisions of
19                        subclause (3) shall mutatis mutandis apply prior to
20                        submission of detailed proposals in respect thereof.
21
22                  (c)   Subject to the EP Act, the provisions of this Agreement
23                        and agreement at that time subsisting in respect of any
24                        matters required to be agreed pursuant to subclause
25                        (3)(a) (as referred to in paragraph (b)), the Joint
26                        Venturers shall submit to the Minister within a
27                        reasonable timeframe, as determined by the Minister
28                        after receipt of the notice referred to in paragraph (a)
29                        (or in the case of a notice referred to in paragraph (b)
30                        the giving of the Minister's in-principle consent as
31                        referred to in that paragraph), detailed proposals in
32                        respect of the proposed construction of such Railway
33                        spur line, Train Loading Infrastructure, Train
34                        Unloading      Infrastructure    or    other   proposed
35                        modification, expansion or variation of its activities
36                        including such of the matters mentioned in subclause
37                        (4)(a) as the Minister may require.
38
39                  (d)   The provisions of subclause (4) (with the date for
40                        submission of proposals being read as the date or time
41                        determined by the Minister under paragraph (c) and the

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                                                                                s. 43



 1                          reference in subclause (4)(e)(ii) to subclause (3)(c)(i)
 2                          being read as a reference to subclause (3)(c)(iii)) and of
 3                          clause 9A shall mutatis mutandis apply to detailed
 4                          proposals submitted pursuant to this subclause.
 5
 6             Grant of Tenure
 7
 8              (6)   (a)    On application made by the Joint Venturers to the
 9                           Minister in such manner as the Minister may
10                           determine, not later than 3 months after all their
11                           proposals submitted pursuant to subclause (4)(a) have
12                           been approved or deemed to be approved and the
13                           Joint Venturers have complied with the provisions of
14                           subclause (4)(e), the State notwithstanding the Mining
15                           Act 1978 shall cause to be granted to the Joint
16                           Venturers:
17
18                           (i)   a miscellaneous licence to conduct within the
19                                 Railway Corridor and in accordance with their
20                                 approved proposals all activities (including the
21                                 taking of stone, sand, clay and gravel, the
22                                 provision of temporary accommodation facilities
23                                 for the railway workforce and, subject to the
24                                 Rights in Water and Irrigation Act 1914 (WA),
25                                 the operation of water bores) necessary for the
26                                 planning, design, construction, commissioning,
27                                 operation and maintenance within the Railway
28                                 Corridor of the Railway, access roads and
29                                 Additional Infrastructure (if any) ("the Special
30                                 Railway Licence") such licence to be granted
31                                 under and subject to, except as otherwise
32                                 provided in this Agreement, the Mining Act
33                                 1978 in the form of the Second Schedule hereto
34                                 and subject to such terms and conditions as the
35                                 Minister for Mines may from time to time
36                                 consider reasonable and at a rental calculated in
37                                 accordance with the Mining Act 1978:
38
39                                 (A)     prior to the Railway Operation Date, as
40                                         if the width of the Railway Corridor
41                                         were 100 metres; and

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     s. 43



 1
 2                                (B)   on and from the Railway Operation Date,
 3                                      at the rentals from time to time
 4                                      prescribed under the Mining Act 1978;
 5                                      and
 6
 7                         (ii)   a miscellaneous licence or licences to allow the
 8                                construction, use and maintenance of Lateral
 9                                Access Roads within the routes agreed for those
10                                Lateral Access Roads under subclause (3)(a)
11                                (each a "Lateral Access Road Licence"), each
12                                such licence to be granted under and subject to,
13                                except as otherwise provided in this Agreement,
14                                the Mining Act 1978 in the form of the Third
15                                Schedule hereto and subject to such terms and
16                                conditions as the Minister for Mines may from
17                                time to time consider reasonable and at the
18                                rentals from time to time prescribed under the
19                                Mining Act 1978.
20
21                   (b)   On application made by the Joint Venturers to the
22                         Minister in such manner as the Minister may
23                         determine, not later than 3 months after their
24                         proposals submitted pursuant to subclause (5)(a) for
25                         the construction of Lateral Access Roads for access to
26                         the Railway Corridor to construct a Railway spur line
27                         have been approved or deemed to be approved and the
28                         Joint Venturers have complied with the provisions of
29                         subclause (4)(e) (as applying pursuant to subclause
30                         (5)(d)), the State notwithstanding the Mining Act
31                         1978 shall cause to be granted to the Joint Venturers a
32                         miscellaneous licence or licences to allow the
33                         construction, use and maintenance of Lateral Access
34                         Roads within the routes agreed for those Lateral
35                         Access Roads under subclause (3)(a)) (as applying
36                         pursuant to subclause (5)(b)) (each a "Lateral Access
37                         Road Licence"), each such licence to be granted under
38                         and subject to, except as otherwise provided in this
39                         Agreement, the Mining Act 1978 in the form of the
40                         Fourth Schedule hereto and subject to such terms and
41                         conditions as the Minister for Mines may from time to

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                                                                              s. 43



 1                         time consider reasonable and at the rentals from time
 2                         to time prescribed under the Mining Act 1978.
 3
 4                   (c)   Notwithstanding the Mining Act 1978, the term of the
 5                         Special Railway Licence shall, subject to the sooner
 6                         determination thereof on the cessation or sooner
 7                         determination of this Agreement, be for a period of 50
 8                         years commencing on the date of grant thereof.
 9
10                   (d)   Notwithstanding the Mining Act 1978, the term of any
11                         Lateral Access Road Licence shall, subject to the
12                         sooner determination thereof on the cessation or
13                         sooner determination of this Agreement, be for a
14                         period of 4 years commencing on the date of grant
15                         thereof.
16
17                   (e)   Notwithstanding the Mining Act 1978, and except as
18                         required to do so by the terms of the Special Railway
19                         Licence, the Joint Venturers shall not be entitled to
20                         surrender the Special Railway Licence or any Lateral
21                         Access Road Licence or any part or parts of them
22                         without the prior consent of the Minister.
23
24                   (f)   (i)    The Joint Venturers may in accordance with
25                                approved proposals take stone, sand, clay and
26                                gravel from the Railway Corridor for the
27                                construction, operation and maintenance of the
28                                Railway constructed within or approved for
29                                construction within the Railway Corridor.
30
31                         (ii)   Notwithstanding the Mining Act 1978 no
32                                royalty shall be payable under the Mining Act
33                                1978 in respect of stone, sand, clay and gravel
34                                which the Joint Venturers are permitted by
35                                subparagraph (i) to obtain from the land the
36                                subject of the Special Railway Licence.
37
38                   (g)   For the purposes of this Agreement and without
39                         limiting the operation of paragraphs (a) to (f) inclusive
40                         above, the application of the Mining Act 1978 and the
41                         regulations made thereunder are specifically modified;

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 1
 2                         (i)     in section 91(1) by:
 3
 4                                 (A)   deleting "the mining registrar or the
 5                                       warden, in accordance with section 42
 6                                       (as read with section 92)" and
 7                                       substituting "the Minister";
 8
 9                                 (B)   deleting "any person" and substituting
10                                       "the Joint Venturers (as defined in the
11                                       agreement authorised by and as
12                                       scheduled to the Iron Ore (McCamey's
13                                       Monster) Agreement Authorisation Act
14                                       1972, as from time to time added to,
15                                       varied or amended)";
16
17                                 (C)   deleting "for any one or more of the
18                                       purposes prescribed" and substituting
19                                       "for the purpose specified in clause
20                                       11E(6)(a)(i), clause 11E(6)(a)(ii) or
21                                       clause 11E(6)(b), of the agreement
22                                       authorised by and as scheduled to the
23                                       Iron    Ore    (McCamey's    Monster)
24                                       Agreement Authorisation Act 1972, as
25                                       from time to time added to, varied or
26                                       amended";
27
28                         (ii)    in section 91(3)(a), by deleting "prescribed
29                                 form" and substituting "form required by the
30                                 agreement authorised by and as scheduled to
31                                 the Iron Ore (McCamey's Monster) Agreement
32                                 Authorisation Act 1972, as from time to time
33                                 added to, varied or amended";
34
35                         (iii)   by deleting sections 91(6), 91(9), 91(10) and
36                                 91B;
37
38                         (iv)    in section 92, by deleting "Sections 41, 42, 44,
39                                 46, 46A, 47 and 52 apply," and inserting
40                                 "Section 46A (excluding in subsection (2)(a)
41                                 "the mining registrar, the warden or") applies,"

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                                                                              s. 43



 1                                 and by deleting "in those provisions" and
 2                                 inserting "in that provision";
 3
 4                         (v)     by deleting the full stop at the end of the
 5                                 section 94(1) and inserting, "except to the
 6                                 extent otherwise provided in, or to the extent
 7                                 that such terms and conditions are inconsistent
 8                                 with, the agreement authorised by and as
 9                                 scheduled to the Iron Ore (McCamey's
10                                 Monster) Agreement Authorisation Act 1972, as
11                                 from time to time added to, varied or
12                                 amended";
13
14                         (vi)    by deleting sections 94(2), (3) and (4);
15
16                         (vii)   in section 96(1), by inserting after
17                                 "miscellaneous licence" the words "(not being a
18                                 miscellaneous licence granted pursuant to the
19                                 agreement authorised by and as scheduled to
20                                 the Iron Ore (McCamey's Monster) Agreement
21                                 Authorisation Act 1972, as from time to time
22                                 added to, varied or amended";
23
24                         (viii) by deleting mining regulations 37(2), 37(3), 42
25                                and 42A; and
26
27                         (ix)    by inserting at the beginning of mining
28                                 regulations 41(c) and (f) the words "subject to
29                                 the agreement authorised by and as scheduled
30                                 to the Iron Ore (McCamey's Monster)
31                                 Agreement Authorisation Act 1972, as from
32                                 time to time added to, varied or amended".
33
34             (h)   If additional proposals are approved in accordance with
35                   subclause (5) for the construction of a Railway spur line
36                   outside the then Railway Corridor, the Minister for Mines
37                   shall include the area of land within which such construction
38                   is to occur in the Special Railway Licence by endorsement.
39                   The area of such land may be included notwithstanding that
40                   the survey of the land has not been completed but subject to


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 1                      correction to accord with the survey when completed at the
 2                      Joint Venturers' expense.
 3
 4                (i)   If additional proposals are approved in accordance with
 5                      subclause (5) for the construction of Train Loading
 6                      Infrastructure or Train Unloading Infrastructure outside the
 7                      then Railway Corridor, the Minister for Mines shall include
 8                      the area of such land within which such infrastructure is
 9                      approved for construction in the Special Railway Licence by
10                      endorsement. The area of such land may be included
11                      notwithstanding that the survey of the land has not been
12                      completed but subject to correction to accord with the survey
13                      when completed at the Joint Venturers' expense.
14
15                (j)   The provisions of this subclause shall not operate so as to
16                      require the State to cause a Special Railway Licence or a
17                      Lateral Access Road Licence to be granted or any land
18                      included in the Special Railway Licence as mentioned above
19                      until all processes necessary under any laws relating to
20                      native title to enable that grant or inclusion of land to
21                      proceed, have been completed.
22
23           Construction and operation of Railway
24




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                                                                               s. 43



 1
 2        (7)   (a)   Subject to and in accordance with approved proposals, the
 3                    Rail Safety Act and the grant of the relevant Special Railway
 4                    Licence and any associated Lateral Access Road Licences
 5                    the Joint Venturers shall in a proper and workmanlike
 6                    manner and in accordance with recognised standards for
 7                    railways of a similar nature operating under similar
 8                    conditions construct the Railway and associated Additional
 9                    Infrastructure and access roads within the Railway Corridor
10                    and shall also construct inter alia any necessary sidings,
11                    crossing points, bridges, signalling switches and other works
12                    and appurtenances and provide for crossings and (where
13                    appropriate and required by the Minister) grade separation or
14                    other protective devices including flashing lights and boom
15                    gates at places where the Railway crosses or intersects with
16                    major roads or existing railways.
17
18              (b)   The Joint Venturers shall while the holder of a Special
19                    Railway Licence:
20
21                    (i)     keep the Railway the subject of that licence in an
22                            operable state; and
23
24                    (ii)    ensure that the Railway the subject of that licence is
25                            operated in a safe and proper manner in compliance
26                            with all applicable laws from time to time; and
27
28                    (iii)   without limiting subparagraph (ii) ensure that the
29                            obligations imposed under the Rail Safety Act on an
30                            owner and an operator (as those terms are therein
31                            defined) are complied with in connection with the
32                            Railway the subject of that licence.
33
34                    Nothing in this Agreement shall be construed to exempt the
35                    Joint Venturers or any other person from compliance with
36                    the Rail Safety Act or limit its application to the Joint
37                    Venturers' operations generally (except as otherwise may be
38                    provided in that Act or regulations made under it).
39
40              (c)   The Joint Venturers shall provide crossings for livestock and
41                    also for any roads, other railways, conveyors, pipelines and

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 1                    other utilities which exist at the date of grant of the relevant
 2                    Special Railway Licence or in respect of land subsequently
 3                    included in it at the date of such inclusion and the Joint
 4                    Venturers shall on reasonable terms and conditions allow
 5                    such crossings for roads, railways, conveyors, pipelines and
 6                    other utilities which may be constructed for future needs and
 7                    which may be required to cross a Railway constructed
 8                    pursuant to this clause.
 9
10              (d)   Subject to clause 11D, the Joint Venturers shall at all times
11                    be the holder of Special Railway Licences and Lateral
12                    Access Road Licences granted pursuant to this clause and
13                    (without limiting clause 40A but subject to clause 11D) shall
14                    at all times own manage and control the use of each Railway
15                    the subject of a Special Railway Licence held by the Joint
16                    Venturers.
17
18              (e)   The Joint Venturers shall not be entitled to exclusive
19                    possession of the land the subject of a Special Railway
20                    Licence or Lateral Access Road Licence granted pursuant to
21                    this clause to the intent that the State, the Minister, the
22                    Minister for Mines and any persons authorised by any of
23                    them from time to time shall be entitled to enter upon the
24                    land or any part of it at all reasonable times and on
25                    reasonable notice with all necessary vehicles, plant and
26                    equipment and for purposes related to this Agreement or
27                    such other purposes as they think fit but in doing so shall be
28                    subject to the reasonable directions of the Joint Venturers so
29                    as not to unreasonably interfere with the Joint Venturers'
30                    operations.
31
32              (f)   The Joint Venturers' ownership of a Railway constructed
33                    pursuant to this clause shall not give them an interest in the
34                    land underlying it.
35
36              (g)   The Joint Venturers shall not at any time without the prior
37                    consent of the Minister dismantle, sell or otherwise dispose
38                    of any part or parts of any Railway constructed pursuant to
39                    this clause, or permit this to occur, other than for the purpose
40                    of maintenance, repair, upgrade or renewal.
41


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 1             (h)   The Joint Venturers shall, subject to and in accordance with
 2                   approved proposals, in a proper and workmanlike manner,
 3                   construct any Additional Infrastructure, access roads, Lateral
 4                   Access Roads and other works approved for construction
 5                   under this clause.
 6
 7             (i)   The Joint Venturers shall while the holder of a Special
 8                   Railway Licence at all times keep and maintain in good
 9                   repair and working order and condition (which obligation
10                   includes, where necessary, replacing or renewing all parts
11                   which are worn out or in need of replacement or renewal due
12                   to their age or condition) the Railway, access roads and
13                   Additional Infrastructure (if any) the subject of that licence
14                   and all such other works installations plant machinery and
15                   equipment for the time being the subject of this Agreement
16                   and used in connection with the operation use and
17                   maintenance of that Railway, access roads and Additional
18                   Infrastructure (if any).
19
20             (j)   Subject to clause 11D, the Joint Venturers shall:
21
22                   (i)     be responsible for the cost of construction and
23                           maintenance of all Private Roads constructed pursuant
24                           to this clause; and
25
26                   (ii)    at their own cost erect signposts and take other steps
27                           that may be reasonable in the circumstances to
28                           prevent any persons and vehicles (other than those
29                           engaged upon the Joint Venturers' activities and their
30                           invitees and licensees) from using the Private Roads;
31                           and
32
33                   (iii)   at any place where any Private Roads are constructed
34                           by the Joint Venturers so as to cross any railways or
35                           public roads provide at their cost such reasonable
36                           protection and signposting as may be required by the
37                           Commissioner of Main Roads or the Public Transport
38                           Authority as the case may be.
39
40             (k)   The provisions of clauses 19(2a) and (3) regarding third
41                   party access shall apply mutatis mutandis to any Railway or

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 1                       Railway spur line constructed pursuant to this clause except
 2                       that the Joint Venturers shall not be obliged to transport
 3                       passengers upon any such Railway or Railway spur line.
 4
 5           Aboriginal Heritage Act 1972 (WA)
 6
 7           (8)   For the purposes of this clause the Aboriginal Heritage Act 1972
 8                 (WA) applies as if it were modified by:
 9
10                 (a)   the insertion before the full stop at the end of section 18(1)
11                       of the words:
12
13                       "and the expression "the Joint Venturers" means the persons
14                       from time to time comprising "the Joint Venturers" in their
15                       capacity as such under the agreement authorised by and
16                       scheduled to the Iron Ore (McCamey's Monster) Agreement
17                       Authorisation Act 1972, as from time to time added to,
18                       varied or amended in relation to the use or proposed use of
19                       land pursuant to clause 11E of that agreement after and in
20                       accordance with approved proposals under clause 11E of that
21                       agreement and in relation to the use of that land before any
22                       such approval of proposals where the Joint Venturers have
23                       the requisite authority to enter upon and so use the land";
24
25                 (b)   the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the
26                       words "or the Joint Venturers as the case may be" after the
27                       words "owner of any land";
28
29                 (c)   the insertion in section 18(3) of the words "or the Joint
30                       Venturers as the case may be" after the words "the owner";
31
32                 (d)   the insertion of the following sentences at the end of section
33                       18(3):
34
35                       "In relation to a notice from the Joint Venturers the
36                       conditions that the Minister may specify can as appropriate
37                       include, among other conditions, a condition restricting the
38                       Joint Venturers' use of the relevant land to after the approval
39                       or deemed approval as the case may be under the
40                       abovementioned agreement of all of the Joint Venturers'
41                       submitted initial proposals thereunder for the Railway

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 1                    Operation (as defined in clause 11E(1) of the
 2                    abovementioned agreement), or in the case of additional
 3                    proposals submitted or to be submitted by the Joint
 4                    Venturers to after the approval or deemed approval under
 5                    that agreement of such additional proposals, and to the extent
 6                    so approved. "; and
 7
 8              (e)   the insertion in sections 18(2) and 18(5) of the words "or it
 9                    as the case may be" after the word "he".
10
11              The Joint Venturers acknowledge that nothing in this subclause (8)
12              nor the granting of any consents under section 18 of the Aboriginal
13              Heritage Act 1972 (WA) will constitute or is to be construed as
14              constituting the approval of any proposals submitted or to be
15              submitted by the Joint Venturers under this Agreement or as the
16              grant or promise of land tenure for the purposes of this Agreement.
17
18        Taking of land for the purposes of this clause
19
20        (9)   (a)   The State is hereby empowered, as and for a public work
21                    under Parts 9 and 10 of the LAA, to take for the purposes of
22                    this clause any land (other than any part of a Port) which in
23                    the opinion of the Joint Venturers is necessary for the
24                    relevant Railway Operation and which the Minister
25                    determines is appropriate to be taken for the relevant
26                    Railway Operation (except any land the taking of which
27                    would be contrary to the provisions of a Government
28                    agreement entered into before the submission of the
29                    proposals relating to the proposed taking) and
30                    notwithstanding any other provisions of that Act may license
31                    that land to the Joint Venturers.
32
33              (b)   In applying Parts 9 and 10 of the LAA for the purposes of
34                    this clause:
35
36                    (i)    "land" in that Act includes a legal or equitable estate
37                           or interest in land;
38
39                    (ii)   sections 170, 171, 172, 173, 174, 175 and 184 of that
40                           Act do not apply; and
41


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 1                       (iii)   that Act applies as if it were modified in section
 2                               177(2) by inserting -

 3                               (A)   after "railway" the following -

 4                               "or land is being taken pursuant to a Government
 5                               agreement as defined in section 2 of the Government
 6                               Agreements Act 1979 (WA)"; and

 7                               (B)   after "that Act" the following -

 8                               "or that Agreement as the case may be".
 9
10                (c)    The Joint Venturers shall pay to the State on demand the
11                       costs of or incidental to any land taken at the request of and
12                       on behalf of the Joint Venturers including but not limited to
13                       any compensation payable to any holder of native title or of
14                       native title rights and interests in the land.
15
16           Notification of Railway Operation Date
17
18           (10) (a)    The Joint Venturers shall from the date occurring 6 months
19                       before the date for completion of construction of a Railway
20                       specified in their time program for the commencement and
21                       completion of construction of that Railway submitted under
22                       subclause (4)(a), keep the Minister fully informed as to:
23
24                       (i)     the progress of that construction and its likely
25                               completion and commissioning; and
26
27                       (ii)    the likely Railway Operation Date.
28
29                (b)    The Joint Venturers shall on the Railway Operation Date
30                       notify the Minister that the first carriage of iron ore, freight
31                       goods or other products as the case may be over the Railway
32                       (other than for construction or commissioning purposes) has
33                       occurred.
34
35                (c)    The Joint Venturers shall from the date occurring 6 months
36                       before the date for completion of construction of a Railway


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                                                                               s. 43



 1                    spur line specified in their time program for the
 2                    commencement and completion of construction of that spur
 3                    line submitted under subclause (5)(c) keep the Minister fully
 4                    informed as to:
 5
 6                    (i)    the progress of that construction and its likely
 7                           completion and commissioning; and
 8
 9                    (ii)   in respect of it, the likely Railway spur line Operation
10                           Date.
11
12              (d)   The Joint Venturers shall on the Railway spur line Operation
13                    Date in respect of any Railway spur line notify the Minister
14                    that the first carriage of iron ore, freight goods or other
15                    products as the case may be over such spur line (other than
16                    for construction or commissioning purposes) has occurred.";
17
18        (13) in clause 13(2)(ii) by deleting all the words after "the rental
19             payable thereunder shall be" and substituting "a commercial
20             rental";
21
22        (14) by inserting after subclause (2) of clause 13 the following new
23             subclause:
24
25             "(2a) The provisions of subclauses (1) and (2) of this clause shall
26                   not operate so as to require the State to grant or vary, or
27                   cause to be granted or varied, any lease licence or other right
28                   or title until all processes necessary under any laws relating
29                   to native title to enable that grant or variation to proceed,
30                   have been completed.";
31
32        (15) by deleting clause 19(4).
33
34        (16) by deleting clause 26;
35
36        (17) in clause 31(1):
37
38              (a)   by deleting "The" and substituting "Subject to subclause
39                    (1a), the";
40




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 1              (b)   by in paragraph (a):
 2
 3                    (i)    deleting "direct shipping ore" and substituting "lump
 4                           ore";
 5
 6                    (ii)   deleting "and fines";
 7
 8                    (iii) deleting "or fines are" and substituting "is"; and
 9
10                    (iv) deleting "f.o.b. revenue (computed at the rate of
11                         exchange prevailing on the date of receipt by the Joint
12                         Venturers of the purchase price of such iron ore
13                         products)" and substituting "f.o.b. value";
14
15              (c)   by in paragraph (aa) deleting "f.o.b. revenue" in both
16                    subparagraphs (i) and (ii) and substituting "f.o.b. value";
17
18              (d)   by in paragraph (ab):
19
20                    (i)    deleting "and fines";
21
22                    (ii)   deleting "or fines are" and substituting "is"; and
23
24                    (iii) deleting "f.o.b. revenue (computed as mentioned in
25                          paragraph (a) of this clause aforesaid)" and
26                          substituting "f.o.b. value";
27
28              (e)   by in paragraph (ac):
29
30                    (i)    deleting "iron ore concentrates" and substituting
31                           "beneficiated ore"; and
32
33                    (ii)   deleting "f.o.b. revenue (computed as mentioned in
34                           paragraph (a) of this subclause)" and substituting
35                           "f.o.b. value";
36
37              (f)   by in paragraph (b):
38
39                    (i)    deleting "3¾%" and substituting "7.5%"; and
40




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                                                                              s. 43



 1                   (ii)   deleting "f.o.b. revenue (computed as mentioned in
 2                          paragraph (a) of this subclause)" and substituting
 3                          "f.o.b. value"; and
 4
 5             (g)   inserting after paragraph (h) and the following new
 6                   paragraphs:
 7
 8                   "Where beneficiated ore is produced from an admixture of
 9                   iron ore from the mineral lease and other iron ore a portion
10                   (and a portion only) of the beneficiated ore so produced
11                   being equal to the proportion that the amount of iron in the
12                   iron ore from the mineral lease used in the production of that
13                   beneficiated ore bears to the total amount of iron in the iron
14                   ore so used shall be deemed to be produced from iron ore
15                   from the mineral lease.
16
17                   Where for the purpose of determining f.o.b. value it is
18                   necessary to convert an amount or price to Australian
19                   currency, the conversion is to be calculated using a rate
20                   (excluding forward hedge or similar contract rates) that has
21                   been approved by the Minister at the request of the Joint
22                   Venturers and in the absence of such request as determined
23                   by the Minister to be a reasonable rate for the purpose.
24
25                   The provisions of regulation 85AA (Effect of GST etc on
26                   royalties) of the Mining Regulations 1981 (WA) shall apply
27                   mutatis mutandis to the calculation of royalties under this
28                   clause.";
29
30        (18) by inserting after subclause (1) of clause 31 the following new
31             subclause:
32
33              (1a) The Joint Venturers shall be relieved from liability to pay
34                   royalty under this Agreement on iron ore products
35                   purchased, shipped and sold by the Company (as defined in
36                   the Mount Newman Agreement) if and to the extent that
37                   royalty on such iron ore products has been paid in
38                   accordance with clause 9(2)(ja) of the Mount Newman
39                   Agreement.
40




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 1           (19) in clause 31(2):
 2
 3                 (a)   by inserting "and also showing such other information in
 4                       relation to the abovementioned iron ore as the Minister may
 5                       from time to time reasonably require in regard to, and to
 6                       assist in verifying, the calculation of royalties in accordance
 7                       with subclause (1)" after "due date of the return"; and
 8
 9                 (b)   deleting all the words after "calculated on the basis of" and
10                       substituting a colon followed by:
11
12                       "(i)   in the case of iron ore initially sold at cost pursuant to
13                              the proviso to clause 11(10), at the price notified
14                              pursuant to paragraph (iii) of that proviso;
15
16                       (ii)   in any other case, invoices or provisional invoices (as
17                              the case may be) rendered by the Joint Venturers to
18                              the purchaser (which invoices the Joint Venturers
19                              shall render without delay simultaneously furnishing
20                              copies thereof to the Minister) of such iron ore or on
21                              the basis of estimates as agreed or determined, and
22
23                       and shall from time to time in the next following appropriate
24                       return and payment make (by the return and by cash) all
25                       such necessary adjustments (and give to the Minister full
26                       details thereof) when the f.o.b. value shall have been finally
27                       calculated, agreed or determined."; and
28
29                 (c)   deleting all references to "Minister for Minerals and Energy"
30                       and substituting "Minister for Mines";
31
32           (20) in clause 31(3):
33
34                 (a)   in paragraph (a)
35
36                       (i)    by in subparagraph (i)(A) deleting "and other
37                              documents of the Joint Venturers relative to the Joint
38                              Venturers' operations hereunder and" and substituting
39                              ", documents, data and information of the Joint
40                              Venturers stored by any means relating";
41


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                                                                                 s. 43



 1                     (ii)    by in subparagraph (i)(B) inserting "(in whatever
 2                             form)" after "copies" and by deleting "and other
 3                             documents" and substituting ", documents, data and
 4                             information"; and
 5
 6                     (iii)   by deleting all references to "Minister for Minerals
 7                             and Energy" and substituting "Minister for Mines";
 8
 9              (b)    in paragraph (b) by deleting all references to "Minister for
10                     Minerals and Energy" and substituting "Minister for Mines";
11                     and

12              (c)    by inserting a new paragraph (c) as follows:
13
14                     "(c)    The Joint Venturers shall cause to be produced in
15                             Perth in the said State all books, records, accounts,
16                             documents (including contracts), data and information
17                             of the kind referred to in paragraph (a) to enable the
18                             exercise of rights by the Minister for Mines or the
19                             Minister's nominee under paragraph (a), regardless of
20                             the location in which or by whom those books,
21                             records, accounts, documents (including contracts),
22                             data and information are stored from time to time.";
23
24        (21) by inserting after clause 40 the following new clause:
25
26              " Subcontracting
27
28              40A. Without affecting the liabilities of the parties under this
29              Agreement each of the State and the Joint Venturers will have the
30              right from time to time to entrust to third parties the carrying out of
31              any portions of the activities which it is authorised or obliged to
32              carry out hereunder.";
33
34        (22) in clause 42(1) by:
35
36               (a)   in paragraph (a) inserting "granted hereunder or pursuant
37                     hereto or held pursuant hereto" after "easement or other
38                     title"; and
39




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 1                  (b)   in paragraph (c), and in the paragraph following it, inserting
 2                        "or held pursuant hereto" after "granted hereunder or
 3                        pursuant hereto";
 4
 5           (23) in clause 42(2) by deleting "occupied by the Joint Venturers" and
 6                substituting "the subject of any lease licence easement or other title
 7                granted under or pursuant to this Agreement or held pursuant to
 8                this Agreement";
 9
10           (24) in clause 43(1)(a) by inserting "or held pursuant hereto" after
11                "granted hereunder or pursuant hereto";
12
13           (25) in clause 43(2) by inserting "or pursuant hereto or held pursuant
14                hereto" after "grant made hereunder";
15
16           (26) by inserting the following sentence at the end of clause 44:
17
18                  "As a separate independent indemnity the Joint Venturers will
19                  indemnify and keep indemnified the State and its servants agents
20                  and contractors in respect of all actions suits claims demands or
21                  costs of third parties arising out of or in connection with any use,
22                  making available for use or other activities of the Joint Venturers
23                  as referred to in clause 11C.";
24
25           (27)   in clause 45(1) by inserting "or held pursuant hereto" after "granted
26                  hereunder or pursuant hereto"; and
27
28           (28)   by inserting after the Schedule the following new schedules:
29
30
31




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                                                                                s. 43



 1                             " SECOND SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5             IRON ORE (McCAMEY'S MONSTER) AGREEMENT
 6                      AUTHORISATION ACT 1972
 7
 8                                MINING ACT 1978
 9
10         MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
11                           PURPOSES
12
13
14   No.   MISCELLANEOUS LICENCE [ ]
15
16   WHEREAS by the Agreement (hereinafter called "the Agreement") authorised
17   by and as scheduled to the Iron Ore (McCamey's Monster) Agreement
18   Authorisation Act 1972, as from time to time added to, varied or amended, the
19   State agreed to grant to [           ] (hereinafter with their successors and
20   permitted assigns called "the Joint Venturers") a miscellaneous licence for the
21   construction operation and maintenance of a Railway (as defined in clause
22   11E(1) of the Agreement and otherwise as provided in the Agreement) and, if
23   applicable, other purposes AND WHEREAS the Joint Venturers pursuant to
24   clause 11E(6)(a) of the Agreement have made application for the said licence;
25
26   NOW in consideration of the rents reserved by and the provisions of the
27   Agreement and in pursuance of the Iron Ore (McCamey's Monster) Agreement
28   Authorisation Act 1972, as from time to time added to, varied or amended, the
29   Joint Venturers are hereby granted by this licence authority to conduct on the
30   land the subject of this licence as more particularly delineated and described
31   from time to time in the Schedule hereto all activities (including the taking of
32   stone, sand, clay and gravel, the provision of temporary accommodation
33   facilities for the railway workforce in accordance with the Agreement and,
34   subject to the Rights in Water and Irrigation Act 1914 (WA), the operation of
35   water bores) necessary for the planning, design, construction, commissioning,
36   operation and maintenance on the land the subject of this licence of the Railway
37   and Additional Infrastructure (as defined in clause 11E(1) of the Agreement)
38   and access roads to be located on the land the subject of this licence in
39   accordance with the provisions of the Agreement and proposals approved under
40   the Agreement, for the term of 50 years from the date hereof (subject to the
41   sooner determination of the term upon the determination of the Agreement) and

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 1   upon and subject to the terms covenants and conditions set out in the Agreement
 2   and the Mining Act 1978 as it applies to this licence, and any amendments to the
 3   Agreement and the Mining Act 1978 from time to time and to the terms and
 4   conditions (if any) now or hereafter endorsed hereon and the payment of rentals
 5   in respect of this licence in accordance with clause 11E(6)(a)(i) of the
 6   Agreement PROVIDED ALWAYS that this licence shall not be determined or
 7   forfeited otherwise than in accordance with the Agreement.
 8
 9   In this licence:
10
11   -          If the Joint Venturers be more than one the liability of the Joint
12              Venturers hereunder shall be joint and several.
13
14   -          Reference to an Act includes all amendments to that Act for the time
15              being in force and also any Act passed in substitution therefore or in
16              lieu thereof and to the regulations and by-laws of the time being in
17              force thereunder.
18
19   -          Reference to "the Agreement" means such agreement as from time to
20              time added to, varied or amended.
21
22   -          The terms "approved proposals", "Railway", "Railway Operation
23              Date", and "Railway spur line" have the meanings given in the
24              Agreement.
25


26   ENDORSEMENTS AND CONDITIONS
27
28   Endorsements
29
30   1.         This licence is granted in accordance with proposals submitted on
31              [ ], and approved by the Minister (as defined in the Agreement) on
32              [ ], under the Agreement.
33
34   2.         The Joint Venturers are permitted to, in accordance with approved
35              proposals, take stone, sand, clay and gravel from the land the subject
36              of this licence for the construction, operation and maintenance of the
37              Railway (including any Railway spur line) constructed within or
38              approved for construction within the area of land the subject of this
39              licence.
40


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 1   3.      Notwithstanding the Mining Act 1978, no royalty shall be payable
 2           under the Mining Act 1978 in respect of stone, sand, clay and gravel
 3           which the Joint Venturers are permitted by the Agreement to obtain
 4           from the land the subject of this licence.
 5
 6   4.      [Any further endorsement which the Minister for Mines may,
 7           consistent with the provisions of the Agreement, determines and
 8           thereafter impose in respect of this licence including during the term
 9           of the Agreement.]
10
11   Conditions
12
13   1.      (a)      Except as provided in paragraph (b), the Joint Venturers
14                    shall within 2 years after the Railway Operation Date
15                    surrender in accordance with the provisions of the Mining
16                    Act 1978 the area of this licence down to a maximum of 100
17                    metres width or as otherwise approved by the Minister (as
18                    defined in the Agreement) for the safe operation of the
19                    Railway then constructed or approved for construction under
20                    approved proposals.
21
22           (b)      Paragraph (a) shall not apply to land the subject of this
23                    licence that was included in this licence pursuant to clause
24                    11E(6)(h) or clause 11E(6)(i) of the Agreement.
25
26   2.       The Joint Venturers shall as soon as possible after the construction of
27            a Railway spur line or of an expansion or extension thereof as the
28            case may be surrender in accordance with the Mining Act 1978 the
29            land the subject of this licence that was included in this licence
30            pursuant to clause 11E(6)(h) of the Agreement for the purpose of
31            such construction down to a maximum of 100 metres in width or as
32            otherwise approved by the Minister (as defined in the Agreement) for
33            the safe operation of that Railway spur line or expansion or extension
34            thereof as the case may be then constructed or approved for
35            construction under approved proposals.
36
37   3.      [Any further conditions which the Minister for Mines may, consistent
38           with the provisions of the Agreement, determines and thereafter
39           impose in respect of this licence including during the term of the
40           Agreement.]
41


                                                                           page 779
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1                                SCHEDULE
 2
 3                              Land description
 4
 5   Locality:
 6   Mineral Field
 7   Area:
 8
 9   DATED at Perth this                   day of                    .
10
11   MINISTER FOR MINES
12




     page 780
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                               s. 43



 1                               THIRD SCHEDULE
 2
 3                            WESTERN AUSTRALIA
 4
 5             IRON ORE (McCAMEY'S MONSTER) AGREEMENT
 6                      AUTHORISATION ACT 1972
 7
 8                                MINING ACT 1978
 9
10      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
11
12
13   No.   MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") authorised
16   by and as scheduled to the Iron Ore (McCamey's Monster) Agreement
17   Authorisation Act 1972, as from time to time added to, varied or amended, the
18   State agreed to grant to [           ] (hereinafter with their successors and
19   permitted assigns called "the Joint Venturers") a miscellaneous licence for the
20   construction use and maintenance of a Lateral Access Road (as defined in the
21   Agreement) AND WHEREAS the Joint Venturers pursuant to clause
22   11E(6)(a)(ii) of the Agreement have made application for the said licence;
23
24   NOW in consideration of the rents reserved by and the provisions of the
25   Agreement and in pursuance of the Iron Ore (McCamey's Monster) Agreement
26   Authorisation Act 1972, as from time to time added to, varied or amended, the
27   Joint Venturers are hereby authorised to construct use and maintain a road on
28   the land more particularly delineated and described from time to time in the
29   Schedule hereto in accordance with the provisions of the Agreement and
30   proposals approved under the Agreement for a term of 4 years commencing on
31   the date hereof (subject to the sooner determination of the term upon the
32   cessation or determination of the Agreement) and for the purposes and upon and
33   subject to the terms covenants and conditions set out in the Agreement and the
34   Mining Act 1978 as it applies to this licence, and any amendments to the
35   Agreement and the Mining Act 1978 from time to time and to the terms and
36   conditions (if any) now or hereafter endorsed hereon and the payment of rentals
37   in respect of this licence in accordance with clause 11E(6)(a)(ii) of the
38   Agreement PROVIDED ALWAYS that this licence shall not be determined or
39   forfeited otherwise than in accordance with the Agreement.
40




                                                                          page 781
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1   In this licence:
 2
 3   -          If the Joint Venturers be more than one the liability of the Joint
 4              Venturers hereunder shall be joint and several.
 5
 6   -          Reference to an Act includes all amendments to that Act for the time
 7              being in force and also any Act passed in substitution therefore or in
 8              lieu thereof and to the regulations and by-laws of the time being in
 9              force thereunder.
10
11   -          Reference to "the Agreement" means such agreement as from time to
12              time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.         This licence is granted in accordance with proposals submitted on
19              [ ], and approved by the Minister (as defined in the Agreement) on
20              [ ], under the Agreement.
21
22   2.         [Any further endorsement which the Minister for Mines may,
23              consistent with the provisions of the Agreement, determines and
24              thereafter impose in respect of this licence including during the term
25              of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




     page 782
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                         s. 43



 1                                SCHEDULE
 2
 3                             Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                   day of                    .
10
11   MINISTER FOR MINES
12




                                                                   page 783
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1                              FOURTH SCHEDULE
 2
 3                            WESTERN AUSTRALIA
 4
 5              IRON ORE (McCAMEY'S MONSTER) AGREEMENT
 6                       AUTHORISATION ACT 1972
 7
 8                                MINING ACT 1978
 9
10      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
11
12
13   No.     MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") authorised
16   by and as scheduled to the Iron Ore (McCamey's Monster) Agreement
17   Authorisation Act 1972, as from time to time added to, varied or amended, the
18   State agreed to grant to [          ] (hereinafter with their successors and
19   permitted assigns called "the Joint Venturers") a miscellaneous licence for the
20   construction use and maintenance of a Lateral Access Road (as defined in the
21   Agreement) AND WHEREAS the Joint Venturers pursuant to clause 11E(6)(b)
22   of the Agreement have made application for the said licence;
23
24   NOW in consideration of the rents reserved by and the provisions of the
25   Agreement and in pursuance of the Iron Ore (McCamey's Monster) Agreement
26   Authorisation Act 1972, as from time to time added to, varied or amended, the
27   Joint Venturers are hereby authorised to construct use and maintain a road on
28   the land more particularly delineated and described from time to time in the
29   Schedule hereto in accordance with the provisions of the Agreement and
30   proposals approved under the Agreement for a term of 4 years commencing on
31   the date hereof (subject to the sooner determination of the term upon the
32   cessation or determination of the Agreement) and for the purposes and upon and
33   subject to the terms covenants and conditions set out in the Agreement and the
34   Mining Act 1978 as it applies to this licence, and any amendments to the
35   Agreement and the Mining Act 1978 from time to time and to the terms and
36   conditions (if any) now or hereafter endorsed hereon and the payment of rentals
37   in respect of this licence in accordance with clause 11E(6)(b) of the Agreement
38   PROVIDED ALWAYS that this licence shall not be determined or forfeited
39   otherwise than in accordance with the Agreement.
40




     page 784
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                                s. 43



 1   In this licence:
 2
 3   -         If the Joint Venturers be more than one the liability of the Joint
 4             Venturers hereunder shall be joint and several.
 5
 6   -         Reference to an Act includes all amendments to that Act for the time
 7             being in force and also any Act passed in substitution therefore or in
 8             lieu thereof and to the regulations and by-laws of the time being in
 9             force thereunder.
10
11   -         Reference to "the Agreement" means such agreement as from time to
12             time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.        This licence is granted in accordance with proposals submitted on
19             [ ], and approved by the Minister (as defined in the Agreement) on
20             [ ], under the Agreement.
21
22   2.        [Any further endorsement which the Minister for Mines may,
23             consistent with the provisions of the Agreement, determines and
24             thereafter impose in respect of this licence including during the term
25             of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32
33




                                                                           page 785
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 10        Iron Ore (McCamey's Monster) Agreement Act 1972 amended

     s. 43



 1                                SCHEDULE
 2
 3                             Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                   day of                    .
10
11   MINISTER FOR MINES ".
12




     page 786
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (McCamey's Monster) Agreement Act 1972 amended         Part 10

                                                                              s. 43



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                    )
 4   COLIN JAMES BARNETT                         )      [Signature]
 5   in the presence of:                         )
 6
             [Signature]
          STEPHEN WOOD
 7
 8
 9
10   EXECUTED by BHP IRON ORE                    )
11   (JIMBLEBAR) PTY. LTD. CAN                   )
12   009 114 210 in accordance with section      )
13   127(1) of the Corporations Act              )
14
     [Signature]                    [Signature]
     Signature of Director          Signature of Director/Company Secretary
15
     STEWART HART                   ROBIN B LEES
     Name of Director               Name of Director/Company Secretary
16




                                                                       page 787
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended

     s. 44



 1         Part 11 -- Iron Ore (Marillana Creek) Agreement
 2                       Act 1991 amended
 3   44.          Act amended
 4                This Part amends the Iron Ore (Marillana Creek) Agreement
 5                Act 1991.

 6   45.          Section 7 inserted
 7                After section 6 insert:
 8


 9           7.         Variation of Agreement about size of ore products
10                      and applicable royalties
11                (1)   In this section --
12                      Agreement means the agreement a copy of which is set
13                      out in Schedule 1 --
14                        (a) as varied in accordance with its provisions
15                               before 1 July 2010; and
16                        (b) as varied by these agreements --
17                                 (i) the First Variation Agreement;
18                                (ii) the Second Variation Agreement;
19                               and
20                        (c) as varied by the Iron Ore Agreements
21                               Legislation Amendment Act 2010 Part 4.
22                (2)   Clause 1 of the Agreement is varied --
23                       (a) by deleting the definitions of "fine ore" and
24                             "lump ore";
25                       (b) by inserting in alphabetical order --
26

27                      "fine ore" means iron ore (not being beneficiated ore or
28                      pisolite fine ore) which is screened and will pass through a
29                      6.3 millimetre mesh screen;


     page 788
              Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended        Part 11

                                                                            s. 45



 1             "lump ore" means iron ore (not being beneficiated ore or
 2             pisolite fine ore) which is screened and will not pass through
 3             a 6.3 millimetre mesh screen;
 4             "pisolite fine ore" means iron ore (not being beneficiated
 5             ore) derived from channel iron ore deposits that appear to be
 6             chemically precipitated sedimentary deposits comprised of a
 7             pisolitic texture of hematite grains rimmed with goethite in a
 8             goethitic matrix and:
 9               (a)   having a product gross loss on ignition of 8.5% or
10                     greater; and
11               (b)   which is screened and will pass through a
12                     9.5 millimetre mesh screen;
13
14       (3)   Clause 13(1) of the Agreement is varied --
15              (a) in paragraph (ab) after "lump ore" by
16                    inserting --
17

18                     and on fine ore and pisolite fine ore where such fine
19                     ore and pisolite fine ore is not sold or shipped
20                     separately as such
21

22               (b)   in paragraph (ac) after "fine ore" by inserting --
23

24                     and on pisolite fine ore sold or shipped separately as
25                     such
26
27       (4)   Clause 13(1)(ab) and (ac) of the Agreement as varied
28             by subsection (3) operate and take effect despite --
29               (a) any other provision of the Agreement; and
30              (b) any other agreement or instrument; and
31               (c) any other Act or law.
32       (5)   Nothing in this section affects the amount of royalty
33             payable under clause 13 of the Agreement in respect of
34             any period before 1 July 2010.
35



                                                                      page 789
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended

     s. 46




 1   46.          Section 3 amended
 2         (1)    In section 3 insert in alphabetical order:
 3

 4                      Third Variation Agreement means the agreement a
 5                      copy of which is set out in Schedule 4.
 6

 7         (2)    In section 3 in the definition of Second Variation Agreement
 8                delete "Schedule 3." and insert:
 9

10                Schedule 3;
11


12   47.          Section 4 amended
13                After section 4(3) insert:
14

15                (4)   To avoid doubt, it is declared that the provisions of the
16                      Public Works Act 1902 section 96 do not apply to a
17                      railway constructed under the Agreement.
18


19   48.          Sections 8 and 9 inserted
20                Before Schedule 1 insert:
21


22           8.         Third Variation Agreement
23                (1)   The Third Variation Agreement is ratified.
24                (2)   The implementation of the Third Variation Agreement
25                      is authorised.
26                (3)   Without limiting or otherwise affecting the application
27                      of the Government Agreements Act 1979, the Third



     page 790
                   Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
          Iron Ore (Marillana Creek) Agreement Act 1991 amended        Part 11

                                                                           s. 49



1                   Variation Agreement is to operate and take effect
2                   despite any other Act or law.

3         9.        State empowered under clause 14C(9)(a)
4                   The State has power in accordance with
5                   clause 14C(9)(a) of the Agreement.
6


7   49.        Schedule 4 inserted
8              After Schedule 3 insert:




                                                                        page 791
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                Schedule 4 -- Third Variation Agreement
 2                                                                          [s. 3]
 3                                        2010
 4
 5
 6
 7                THE HONOURABLE COLIN JAMES BARNETT
 8             PREMIER OF THE STATE OF WESTERN AUSTRALIA
 9
10                                        AND
11
12                    BHP BILLITON MINERALS PTY. LTD.
13                             ACN 008 694 782
14
15           ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
16                           ACN 009 256 259
17
18                MITSUI IRON ORE CORPORATION PTY. LTD.
19                             ACN 050 157 456
20
21
22
23
24
25             IRON ORE (MARILLANA CREEK) AGREEMENT 1991
26
27                    RATIFIED VARIATION AGREEMENT
28
29
30
31
32                                 [Solicitor's details]
33
34
35
36
37
38
39


     page 792
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
               Iron Ore (Marillana Creek) Agreement Act 1991 amended  Part 11

                                                                               s. 49



 1   THIS AGREEMENT is made this 17th day of November 2010
 2
 3   BETWEEN
 4
 5
 6   THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
 7   State of Western Australia acting for and on behalf of the said State and its
 8   instrumentalities from time to time (State)
 9
10   AND
11
12   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
13   Georges Square, 225 St Georges Terrace, Perth, Western Australia, ITOCHU
14   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
15   of Level 22, 221 St Georges Terrace, Perth, Western Australia and MITSUI
16   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16,
17   Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Joint Venturers).
18
19   RECITALS
20
21   A.    The State and the Joint Venturers are now the parties to the agreement
22         dated 20 December 1990 ratified by and scheduled to the Iron Ore
23         (Marillana Creek) Agreement Act 1991 and which as subsequently added
24         to, varied or amended is referred to in this Agreement as the "Principal
25         Agreement".
26
27   B.    The State and the Joint Venturers wish to vary the Principal Agreement.
28

29   THE PARTIES AGREE AS FOLLOWS:

30   1.    Subject to the context, the words and expressions used in this Agreement
31         have the same meanings respectively as they have in and for the purpose
32         of the Principal Agreement.

33   2.    The State shall sponsor a Bill in the Parliament of Western Australia to
34         ratify this Agreement and shall endeavour to secure its passage as an Act
35         prior to 31 December 2010 or such later date as the parties may agree.



                                                                          page 793
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1   3.      (a)   Clause 4 does not come into operation unless or until an Act passed
 2                 in accordance with clause 2 ratifies this Agreement.

 3           (b)   If by 30 June 2011, or such later date as may be agreed pursuant to
 4                 clause 2, clause 4 has not come into operation then unless the
 5                 parties hereto otherwise agree this Agreement shall cease and
 6                 determine and neither party shall have any claim against the other
 7                 party with respect to any matter or thing done or performed or
 8                 omitted to be done or performed under this Agreement.

 9   4.      The Principal Agreement is varied as follows:
10
11           (1)   in clause 1:
12
13                 (a)   by deleting the existing definitions of "beneficiated ore" and
14                       "loading port";
15
16                 (b)   by inserting in the appropriate alphabetical positions the
17                       following new definitions:
18
19                       "associated company" means:
20
21                       (a)      any company having a paid up capital of not less than
22                                $2,000,000 notified in writing by the Company to the
23                                Minister which is incorporated in the United
24                                Kingdom, the United States of America or Australia
25                                and which:
26
27                                (i)     is a subsidiary of the Company within the
28                                        meaning of the term "subsidiary" in section 46
29                                        of    the      Corporations     Act       2001
30                                        (Commonwealth);
31
32                                (ii)    holds directly or indirectly not less than 20% of
33                                        the issued ordinary share capital of the
34                                        Company;
35
36                                (iii)   is promoted by the Company or by any
37                                        company that holds directly or indirectly not
38                                        less than 20% of the issued ordinary share
39                                        capital of the Company for all or any of the

     page 794
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                     s. 49



 1                         purposes of this Agreement and in which the
 2                         Company or such other company holds not less
 3                         than 20% of the issued ordinary share capital;
 4
 5                  (iv)   is a related body corporate (within the meaning
 6                         of the term "related body corporate" in section
 7                         9     of    the    Corporations     Act    2001
 8                         (Commonwealth)) of the Company or of any
 9                         company in which the Company holds not less
10                         than 20% of the issued ordinary capital; and
11
12          (b)    any other company approved in writing by the
13                 Minister for the purpose of this Agreement which is
14                 associated directly or indirectly with the Company in
15                 its business or operations under this Agreement;
16
17          "beneficiated ore" means iron ore that has been concentrated
18          or upgraded (otherwise than solely by crushing, screening,
19          separating by hydrocycloning or a similar technology which
20          uses primarily size as a criterion, washing, scrubbing,
21          trommelling or drying or by a combination of 2 or more of
22          those processes) by the Company in a plant constructed
23          pursuant to a proposal approved pursuant to an Integration
24          Agreement or in such other plant as is approved by the
25          Minister after consultation with the Minister for Mines and
26          "beneficiation" and "beneficiate" have corresponding
27          meanings;
28
29          "Government agreement" has the meaning given in the
30          Government Agreements Act 1979 (WA);
31
32          "Integration Agreement" means:
33
34           (a)   the agreement approved by and scheduled to the Iron
35                 Ore (Hamersley Range) Agreement Act 1963, as from
36                 time to time added to, varied or amended; or
37
38           (b)   the agreement approved by and scheduled to the Iron
39                 Ore (Robe River) Agreement Act 1964, as from time
40                 to time added to, varied or amended; or


                                                                page 795
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1
 2                      (c)   the agreement approved by and scheduled to the Iron
 3                            Ore (Hamersley Range) Agreement Act Amendment
 4                            Act 1968, as from time to time added to, varied or
 5                            amended; or
 6
 7                      (d)   the agreement ratified by and scheduled to the Iron
 8                            Ore (Mount Bruce) Agreement Act 1972, as from time
 9                            to time added to, varied or amended; or
10
11                      (e)   the agreement ratified by and scheduled to the Iron
12                            Ore (Hope Downs) Agreement Act 1992, as from time
13                            to time added to, varied or amended; or
14
15                      (f)   the agreement ratified by and scheduled to the Iron
16                            Ore (Yandicoogina) Agreement Act 1996, as from
17                            time to time added to, varied or amended; or
18
19                      (g)   the agreement approved by and scheduled to the Iron
20                            Ore (Mount Newman) Agreement Act 1964, as from
21                            time to time added to, varied or amended; or
22
23                      (h)   the agreement approved by and scheduled to the Iron
24                            Ore (Mount Goldsworthy) Agreement Act 1964, as
25                            from time to time added to, varied or amended; or
26
27                      (i)   the agreement ratified by and scheduled to the Iron
28                            Ore (Goldsworthy-Nimingarra) Agreement Act 1972,
29                            as from time to time added to, varied or amended; or
30
31                      (j)   the agreement authorised by and as scheduled to the
32                            Iron Ore (McCamey's Monster) Agreement
33                            Authorisation Act 1972, as from time to time added
34                            to, varied or amended; or
35
36                      (k)   the agreement ratified by and scheduled to the Iron
37                            Ore (Marillana Creek) Agreement Act 1991, as from
38                            time to time added to, varied or amended;
39




     page 796
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                     s. 49



 1          "Integration Proponent" means in relation to an Integration
 2          Agreement, "the Company" or "the Joint Venturers" as the
 3          case may be as defined in, and for the purpose of, that
 4          Integration Agreement;
 5
 6          "laws relating to native title" means laws applicable from
 7          time to time in the said State in respect of native title and
 8          includes the Native Title Act 1993 (Commonwealth);
 9
10          "loading port" means:
11
12           (a)   the Port of Dampier; or
13
14           (b)   Port Walcott; or
15
16           (c)   the Port of Port Hedland; or
17
18           (d)   any other port constructed after the variation date
19                 under an Integration Agreement; or
20
21           (e)   such other port approved by the Minister at the
22                 request of the Company from time to time for the
23                 shipment of iron ore from the mining lease;
24
25           "Related Entity" means a company in which:
26
27           (a)   as at 21 June 2010; and
28
29           (b)   after 21 June 2010, with the approval of the Minister,
30
31          a direct or (through a subsidiary or subsidiaries within the
32          meaning of the Corporations Act 2001 (Commonwealth))
33          indirect shareholding of 20% or more is held by:
34           (c) Rio Tinto Limited ABN 96 004 458 404; or
35
36           (d)   BHP Billiton Limited ABN 49 004 028 077; or
37           (e)   those companies referred to in paragraphs (c) and (d)
38                 in aggregate;
39




                                                                page 797
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                     "variation date" means the date on which clause 4 of the
 2                     variation agreement made on or about 17 November 2010
 3                     between the State and the Company comes into operation;
 4
 5               (c)   in the definition of "agreed or determined" by
 6
 7                     (a)    inserting "(following, if required by the Company,
 8                            consultation with the Company and its consultants in
 9                            regard thereto) after "as determined by the Minister";
10
11                     (b)    deleting "assessed at" and substituting "assessed on";
12                            and
13
14                     (c)    deleting all the words after "shall have regard to" and
15                            substituting a colon followed by:
16
17                            "(i)   in the case of iron ore initially sold at cost
18                                   pursuant to the proviso to clause 12(10), the
19                                   prices for that type of iron ore prevailing at the
20                                   time the price for such iron ore was agreed
21                                   between the arm's length purchaser referred to
22                                   in paragraph (iii) of that proviso and the seller
23                                   in relation to the type of sale and the relevant
24                                   international seaborne iron ore market into
25                                   which such iron ore was sold and where prices
26                                   beyond the deemed f.o.b. point are being
27                                   considered the deductions mentioned in the
28                                   definition of f.o.b. value; and
29
30                            (ii)  in any other case, the prices for that type of iron
31                                  ore prevailing at the time the price for such iron
32                                  ore was agreed between the Company and the
33                                  purchaser in relation to the type of sale and the
34                                  market into which such iron ore was sold and
35                                  where prices beyond the deemed f.o.b. point are
36                                  being considered the deductions mentioned in
37                                  the definition of f.o.b. value";
38              (d)    in the definition of "deemed f.o.b. point" by inserting
39                     "relevant" before "loading port";
40



     page 798
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                         s. 49



 1   (e)    in the definition of "f.o.b. value" by:
 2
 3          (i)     in paragraph (i):
 4
 5                  (A)   inserting "subject to paragraph (ii)," before "in
 6                        the case of";
 7
 8                  (B)   deleting "assessed at" and substituting "assessed
 9                        on"; and
10
11                  (C)   inserting "relevant" before each reference to
12                        "loading port";
13
14          (ii)    renumbering paragraph (ii) as paragraph (iii); and
15
16          (iii)   inserting after paragraph (i) the following new
17                  paragraph:
18
19                  "(ii) in the case of iron ore initially sold at cost
20                        pursuant to the proviso to clause 12(10), the
21                        price which is payable for the iron ore by the
22                        arm's length purchaser as referred to in
23                        paragraph (iii) of that proviso or, where the
24                        Minister considers, following advice from the
25                        appropriate Government department, that the
26                        price payable in respect of the iron ore does not
27                        represent a fair and reasonable market value for
28                        that type of iron ore assessed on an arm's length
29                        basis in the relevant international seaborne iron
30                        ore market, such amount as is agreed or
31                        determined as representing such a fair and
32                        reasonable market value, less all duties, taxes,
33                        costs and charges referred to in paragraph (i)
34                        above";
35
36   (f)    in the definition of "iron ore", by inserting ", without
37          limitation," before "beneficiated";
38   (g)    in the definition of "mining lease" by inserting "and includes
39          any areas added to it pursuant to clause 12A" before the semi
40          colon;


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 1
 2           (2)   by inserting after subclause (2) of clause 2 the following new
 3                 subclause:
 4
 5                 "(3)   Nothing in this Agreement shall be construed:
 6
 7                        (a)   to exempt the Company from compliance with any
 8                              requirement in connection with the protection of the
 9                              environment arising out of or incidental to its
10                              activities under this Agreement that may be made by
11                              or under the EP Act; or
12
13                        (b)   to exempt the State or the Company from compliance
14                              with or to require the State or the Company to do
15                              anything contrary to any laws relating to native title or
16                              any lawful obligation or requirement imposed on the
17                              State or the Company as the case may be pursuant to
18                              any laws relating to native title; or
19
20                        (c)   to exempt the Company from compliance with the
21                              provisions of the Aboriginal Heritage Act 1972
22                              (WA).";
23
24           (3)   in clause 10(1) by inserting "(other than under clause 14C)" after
25                 "pursuant to this Agreement";
26
27           (4)   by deleting subclause (2) of clause 10 and inserting the following
28                 new subclauses:
29
30                 "(2)   A proposal may with the consent of the Minister (except in
31                        relation to an Integration Agreement) and that of any parties
32                        concerned (being in respect of an Integration Agreement the
33                        Integration Proponent for that agreement) provide for the use
34                        by the Company of any works installations or facilities
35                        constructed or established under a Government agreement.
36
37                 (3)    Each of the proposals pursuant to subclause (1) may with the
38                        approval of the Minister, or shall if so required by the
39                        Minister, be submitted separately and in any order as to any



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 1                 matter or matters in respect of which such proposals are
 2                 required to be submitted.
 3
 4          (4)    At the time when the Company submits the said proposals it
 5                 shall submit to the Minister details of any services (including
 6                 any elements of the project investigations, design and
 7                 management) and any works materials, plant, equipment and
 8                 supplies that it proposes to consider obtaining from or
 9                 having carried out or permitting to be obtained from or
10                 carried out outside Australia together with its reasons
11                 therefor and shall, if required by the Minister, consult with
12                 the Minister with respect thereto.
13
14          (5)    The Company may withdraw its proposals pursuant to
15                 subclause (1) at any time before approval thereof, or where
16                 any decision in respect thereof is referred to arbitration as
17                 referred to in clause 10A, within 3 months after the award by
18                 notice to the Minister that it shall not be proceeding with the
19                 same.";
20
21   (5)    by inserting after clause 10 the following new clauses:
22
23          "Consideration of Company's proposals under clause 10
24
25          10A. (1)     In respect of each proposal pursuant to subclause (1)
26                       of clause 10 the Minister shall:
27
28                       (a)    subject to the limitations set out below, refuse to
29                              approve the proposal (whether it requests the
30                              grant of new tenure or not) if the Minister is
31                              satisfied on reasonable grounds that it is not in
32                              the public interest for the proposal to be
33                              approved; or
34
35                       (b)    approve of the proposal without qualification or
36                              reservation; or
37
38                       (c)    defer consideration of or decision upon the
39                              same until such time as the Company submits a
40                              further proposal or proposals in respect of some


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 1                                    other of the matters mentioned in clause 10(1)
 2                                    not covered by the said proposal; or
 3
 4                            (d)     require as a condition precedent to the giving of
 5                                    his approval to the said proposal that the
 6                                    Company make such alteration thereto or
 7                                    comply with such conditions in respect thereto
 8                                    as he thinks reasonable, and in such a case the
 9                                    Minister shall disclose his reasons for such
10                                    conditions,
11
12                            PROVIDED ALWAYS that where implementation of
13                            any proposals hereunder has been approved pursuant
14                            to the EP Act subject to conditions or procedures, any
15                            approval or decision of the Minister under this clause
16                            shall if the case so requires incorporate a requirement
17                            that the Company make such alterations to the
18                            proposals as may be necessary to make them accord
19                            with those conditions or procedures.
20
21                            In considering whether to refuse to approve a proposal
22                            the Minister is to assess whether or not the
23                            implementation of the proposal by itself, or together
24                            with any one or more of the other submitted
25                            proposals, will:
26
27                            (i)     detrimentally affect economic and orderly
28                                    development in the said State, including
29                                    without limitation, infrastructure development
30                                    in the said State; or
31
32                            (ii)    be contrary to or inconsistent with the planning
33                                    and development policies and objectives of the
34                                    State; or
35
36                            (iii)   detrimentally affect the rights and interests of
37                                    third parties; or
38                            (iv)    detrimentally affect access to and use by others
39                                    of the lands the subject of any grant or proposed
40                                    grant to the Company.


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                                                                      s. 49



 1
 2                 The right to refuse to approve a proposal conferred by
 3                 paragraph (a) may only be exercised in respect of a
 4                 proposal where the Minister is satisfied on reasonable
 5                 grounds that a purpose of the proposal is the
 6                 integrated use of works installations or facilities (as
 7                 defined in subclause (7) of clause 14A for the purpose
 8                 of that clause) as contemplated by clause 14A. It may
 9                 not be so exercised in respect of a proposal if pursuant
10                 to clause 10B(5) the Minister, prior to the submission
11                 of the proposal, advised the Company in writing that
12                 the Minister has no public interest concerns (as
13                 defined in that clause) with the single preferred
14                 development (as referred to in clause 10B(5)(a)) the
15                 subject of the submitted proposals and those proposals
16                 are consistent (as to their substantive scope and
17                 content) with the information provided to the Minister
18                 pursuant to clause 10B(5) in respect of that single
19                 preferred development.
20
21           (2)   The Minister shall within 2 months after receipt of
22                 proposals pursuant to clause 10(1) give notice to the
23                 Company of his decision in respect to the proposals,
24                 PROVIDED THAT where a proposal is to be assessed
25                 under Part IV of the EP Act the Minister shall only
26                 give notice to the Company of his decision in respect
27                 to the proposal within 2 months after service on him
28                 of an authority under section 45(7) of the EP Act.
29
30           (3)   If the decision of the Minister is as mentioned in
31                 either of paragraphs (a), (c) or (d) of subclause (1) the
32                 Minister shall afford the Company full opportunity to
33                 consult with him and should it so desire to submit new
34                 or revised proposals either generally or in respect to
35                 some particular matter.
36
37           (4)   If the decision of the Minister is as mentioned in
38                 either of paragraphs (c) or (d) of subclause (1) and the
39                 Company considers that the decision is unreasonable
40                 the Company within 2 months after receipt of the


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     s. 49



 1                            notice mentioned in subclause (2) may elect to refer to
 2                            arbitration in the manner hereinafter provided the
 3                            question of the reasonableness of the decision
 4                            PROVIDED THAT any requirement of the Minister
 5                            pursuant to the proviso to subclause (1) shall not be
 6                            referable to arbitration hereunder. A decision of the
 7                            Minister under paragraph (a) of subclause (1) shall not
 8                            be referable to arbitration under this Agreement.
 9
10                     (5)    If by the award made on the arbitration pursuant to
11                            subclause (4) the dispute is decided in favour of the
12                            Company the decision shall take effect as a notice by
13                            the Minister that he is so satisfied with and approves
14                            the matter or matters the subject of the arbitration.
15
16                     (6)    The Company shall implement the approved proposals
17                            in accordance with the terms thereof.
18
19                     (7)    Notwithstanding clause 31, the Minister may during
20                            the implementation of approved proposals approve
21                            variations to those proposals.
22
23               Notification of possible proposals
24
25                10B. (1)    If the Company, upon completion of a pre-feasibility
26                            study in respect of any matter that would require the
27                            submission and approval of proposals pursuant to this
28                            Agreement (being proposals which will have as their
29                            purpose, or one of their purposes, the integrated use of
30                            works installations or facilities as contemplated by
31                            clause 14A) for the matter to be undertaken, intends to
32                            further consider the matter with a view to possibly
33                            submitting such proposals it shall promptly notify the
34                            Minister in writing giving reasonable particulars of
35                            the relevant matter.
36
37                      (2)   Within one (1) month after receiving the notification
38                            the Minister may, if the Minister so wishes, inform the
39                            Company of the Minister's views of the matter at that
40                            stage.


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                                                                     s. 49



 1
 2           (3)   If the Company is informed of the Minister's views, it
 3                 shall take them into account in deciding whether or
 4                 not to proceed with its consideration of the matter and
 5                 the submission of proposals.
 6
 7           (4)   Neither the Minister's response nor the Minister
 8                 choosing not to respond shall in any way limit,
 9                 prejudice or otherwise affect the exercise by the
10                 Minister of the Minister's powers, or the performance
11                 of the Minister's obligations, under this Agreement or
12                 otherwise under the laws from time to time of the said
13                 State.
14
15           (5)   (a)    This subclause applies where the Company has
16                        settled upon a single preferred development a
17                        purpose of which is the integrated use of works
18                        installations or facilities (as defined in
19                        subclause (7) of clause 14A for the purpose of
20                        that clause) as contemplated by clause 14A.
21
22                 (b)    For the purpose of this subclause "public
23                        interest concerns" means any concern that
24                        implementation of the single preferred
25                        development or any part of it will:
26
27                        (i)     detrimentally affect economic and
28                                orderly development in the said State,
29                                including       without      limitation,
30                                infrastructure development in the said
31                                State; or
32
33                        (ii)    be contrary to or inconsistent with the
34                                planning and development policies and
35                                objectives of the State; or
36
37                        (iii)   detrimentally affect the rights and
38                                interests of third parties; or
39




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     s. 49



 1                                  (iv)     detrimentally affect access to and use by
 2                                           others of lands the subject of any grant
 3                                           or proposed grant to the Company
 4
 5                            (c)   At any time prior to submission of proposals
 6                                  the Company may give to the Minister notice
 7                                  of its single preferred development and request
 8                                  the Minister to confirm that the Minister has no
 9                                  public interest concerns with that single
10                                  preferred development.
11
12                            (d)   The Company shall furnish to the Minister with
13                                  its notice reasonable particulars of the single
14                                  preferred development including, without
15                                  limitation:
16
17                                   (i)     as to the matters that would be required
18                                           to be addressed in submitted proposals;
19                                           and
20
21                                   (ii)    its progress in undertaking any
22                                           feasibility or other studies or matters to
23                                           be completed before submission of
24                                           proposals; and
25
26                                   (iii)   its timetable for obtaining required
27                                           statutory and other approvals in relation
28                                           to the submission and approval of
29                                           proposals; and
30
31                                   (iv)    its tenure requirements.
32
33                            (e)   If so required by the Minister, the Company
34                                  will provide to the Minister such further
35                                  information regarding the single preferred
36                                  development as the Minister may require from
37                                  time to time for the purpose of considering the
38                                  Company's request and also consult with the
39                                  Minister or representatives or officers of the



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                                                                            s. 49



 1                              State in regard to the single preferred
 2                              development.
 3
 4                       (f)    Within 2 months after receiving the notice (or
 5                              if the Minister requests further information,
 6                              within 2 months after the provision of that
 7                              information) the Minister must advise the
 8                              Company:
 9
10                              (i)    that the Minister has no public interest
11                                     concerns with the single preferred
12                                     development; or
13
14                              (ii)   that he is not then in a position to advise
15                                     that he has no public interest concerns
16                                     with the single preferred development
17                                     and the Minister's reasons in that regard.
18
19                       (g)    If the Minister gives the advice mentioned in
20                              paragraph (f)(ii) the Company may, should it
21                              so desire, give a further request to the Minister
22                              in respect of a revised or alternate single
23                              preferred development and the provisions of
24                              this subclause shall apply mutatis mutandis
25                              thereto";
26
27   (6)    in clause 11(8)(b) by deleting "subclause (2) of Clause 10" and
28          substituting "clauses 10(2) to (5) and 10A";
29
30   (7)    by inserting after clause 12(8) the following new subclauses:
31
32         "Blending of iron ore
33
34          (9)   (a)    The Company may blend iron ore mined from the
35                       mining lease with any:
36
37                       (i)    iron ore mined from a mining tenement or other
38                              mining title granted under, or pursuant to, an
39                              Integration Agreement; or
40



                                                                        page 807
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     s. 49



 1                            (ii)    iron ore mined from a Mining Act 1978 mining
 2                                    lease located in, or proximate to, the Pilbara
 3                                    region of the said State which is held by a
 4                                    Related Entity alone or with a third party or
 5                                    parties (excluding any mining lease granted
 6                                    pursuant to, or held under, a Government
 7                                    agreement); or
 8
 9                            (iii)   with the prior approval of the Minister, iron ore
10                                    mined in, or proximate to, the Pilbara region of
11                                    the said State under a Government agreement
12                                    (excluding an Integration Agreement); or
13
14                            (iv)    with the prior approval of the Minister, iron ore
15                                    mined by a third party from a Mining Act 1978
16                                    mining lease located in, or proximate to, the
17                                    Pilbara region of the said State (excluding
18                                    under a Government agreement) which has
19                                    been purchased by an Integration Proponent
20                                    from the third party.
21
22                     (b)    The authority given under paragraph (a) is subject to
23                            the Minister being reasonably satisfied that there are
24                            in place adequate systems and controls for the correct
25                            apportionment of the quantities of iron ore being
26                            blended as between each of the sources referred to in
27                            paragraph (a), which systems and controls monitor
28                            production, processing, transportation, stockpiling and
29                            shipping of all such iron ore. If at any time the
30                            Minister ceases to be so satisfied he may, after
31                            consulting the Company and provided the Company
32                            has not within three (3) months after the
33                            commencement of such consultation addressed the
34                            matters of concern to the Minister to his satisfaction,
35                            by notice in writing to the Company suspend the
36                            above authority in respect of the relevant blending
37                            arrangements until he is again satisfied in terms of this
38                            paragraph (b).
39




     page 808
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                                                                               s. 49



 1    (c)          If any blending of iron ore occurs as contemplated by this
 2                 subclause, then for the purposes of clause 13(1) and (2), a
 3                 portion of the iron ore so blended being equal to the proportion
 4                 that the amount of iron ore from the mining lease used in the
 5                 admixture of iron ore bears to the total amount of iron ore so
 6                 blended, shall be deemed to be produced from the mining lease.
 7
 8   Shipment of and price for iron ore
 9
10   (10) The Company shall during the continuance of this Agreement ship,
11        or procure the shipment of, all iron ore mined from the mining
12        lease and sold:
13
14           (a)     from a wharf in a loading port which has been constructed
15                   under an Integration Agreement; or
16
17           (b)     with the Minister's approval given before submission of
18                   proposals in that regard, from any other wharf in a loading
19                   port which wharf has been constructed under another
20                   Government agreement (excluding the Integration
21                   Agreements),
22
23           and use its best endeavours to obtain for all iron ore from the
24           mining lease the best price possible having regard to market
25           conditions from time to time prevailing PROVIDED THAT iron
26           ore from the mining lease may be sold by the Company prior to or
27           at the time of the shipment under this Agreement at a price equal to
28           the production costs in respect of that iron ore up to the point of
29           sale, if:
30
31                   (i)    the Minister is notified before the time of shipment
32                          that the sale is to be made at cost, providing details of
33                          the proposed sale; and
34
35                   (ii)   the Minister is notified of the proposed arm's length
36                          purchaser in the relevant international seaborne iron
37                          ore market of the iron ore the subject of the proposed
38                          sale at cost; and
39




                                                                           page 809
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     s. 49



 1                       (iii)   there is included in the return lodged pursuant to
 2                               clause 13(2)(a) particulars of the transaction in which
 3                               the ore sold at cost was subsequently purchased in the
 4                               relevant international seaborne iron ore market by an
 5                               arm's length purchaser specifying the purchaser, the
 6                               seller, the price and the date when the sale was agreed
 7                               between the arm's length purchaser and the seller; and
 8
 9                       (iv)    the arm's length purchaser referred to in (iii) above is
10                               not then a designated purchaser as referred to below.
11
12                 If required by notice in writing from the Minister, the Company
13                 must provide the Minister within 30 days after receiving the notice
14                 with evidence that the transaction as included in the return pursuant
15                 to subparagraph (iii) above was a sale in the relevant international
16                 seaborne iron ore market to an independent participant in that
17                 market. If no evidence is provided or the Minister is not so
18                 satisfied on the evidence provided or other information obtained,
19                 the Minister may by notice to the Company designate the purchaser
20                 to be a designated purchaser and that designation will remain in
21                 force unless and until lifted by further notice from the Minister to
22                 the Company.        For the avoidance of doubt, the parties
23                 acknowledge that marketing entities forming part of the corporate
24                 group including the Company (or part of the parallel corporate
25                 group if the Company is part of a dual-listed corporate structure)
26                 are not independent participants for the purposes of this
27                 subclause";
28
29           (8)   by inserting after clause 12 the following new clause:
30
31                 "Additional areas
32
33                 12A. (1)      Notwithstanding the provisions of the Mining Act
34                               1904 or the Mining Act 1978 the Company may from
35                               time to time during the currency of this Agreement
36                               apply to the Minister for areas held by the Company
37                               or an associated company under a mining tenement
38                               granted under the Mining Act 1978 to be included in
39                               the mining lease but so that the total area of the
40                               mining lease, any land that may be included in the


     page 810
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                                                                      s. 49



 1                 mining lease pursuant to this Agreement and of any
 2                 other mineral lease or mining lease granted under or
 3                 pursuant to this Agreement (as aggregated) shall not
 4                 at any time exceed 777 square kilometres. The
 5                 Minister shall confer with the Minister for Mines in
 6                 regard to any such application and if they approve the
 7                 application the Minister for Mines shall upon the
 8                 surrender of the relevant mining tenement include the
 9                 area the subject thereof in the mining lease by
10                 endorsement subject to such of the conditions of the
11                 surrendered mining tenement as the Minister for
12                 Mines determines but otherwise subject to the same
13                 terms covenants and conditions as apply to the mining
14                 lease (with such apportionment of rents as is
15                 necessary) and notwithstanding that the survey of
16                 such additional land has not been completed but
17                 subject to correction to accord with the survey when
18                 completed at the Company's expense.
19
20          (2)    The Minister may approve, upon application by the
21                 Company from time to time, for the total area referred
22                 to in subclause (1) to be increased up to a limit not
23                 exceeding 1,000 square kilometres.
24
25          (3)    The Company shall not mine or carry out other
26                 activities (other than exploration, bulk sampling and
27                 testing) on any area or areas added to the mining lease
28                 pursuant to subclause (1) of this clause unless and
29                 until proposals with respect thereto are approved or
30                 determined pursuant to the subsequent provisions of
31                 this clause.
32
33          (4)    If the Company desires to commence mining of iron
34                 ore or to carry out any other activities (other than as
35                 aforesaid) on the said areas it shall give notice of such
36                 desire to the Minister and shall within 2 months of the
37                 date of such notice (or thereafter within such extended
38                 time as the Minister may allow as hereinafter
39                 provided) and subject to the provisions of this
40                 Agreement submit to the Minister to the fullest extent


                                                                  page 811
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 1                              reasonably practicable its detailed proposals (which
 2                              proposals shall include plans where practicable and
 3                              specifications where reasonably required by the
 4                              Minister) with respect to such mining or other
 5                              activities as additional proposals pursuant to clauses
 6                              10 or 11 as the case may be.";
 7
 8           (9)   in clause 13(1):
 9
10                 (a)   in paragraph (b) by deleting "5.625%" and substituting
11                       "7.5%"; and
12
13                 (b)   by inserting after paragraph (b) the following new
14                       paragraphs:

15                       "Where beneficiated ore is produced from an admixture of
16                       iron ore from the mining lease and iron ore from elsewhere,
17                       a portion (and a portion only) of the beneficiated ore so
18                       produced being equal to the proportion that the amount of
19                       the iron in the iron ore from the mining lease used in the
20                       production of that beneficiated ore bears to the total amount
21                       of iron in the iron ore so used shall be deemed to be
22                       produced from iron ore from the mining lease.

23                       Where for the purpose of determining f.o.b. value it is
24                       necessary to convert an amount or price to Australian
25                       currency, the conversion is to be calculated using a rate
26                       (excluding forward hedge or similar contract rates) that has
27                       been approved by the Minister at the request of the Company
28                       and in the absence of such request as determined by the
29                       Minister to be a reasonable rate for the purpose.

30                       The provisions of regulation 85AA (Effect of GST etc on
31                       royalties) of the Mining Regulations 1981(WA) shall apply
32                       mutatis mutandis to the calculation of royalties under this
33                       subclause.";
34
35           (10) in clause 13(2) by:

36                 (a)   in paragraph (a):
37


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                                                                      s. 49



 1           (i)     inserting ", and also showing such other information
 2                   in relation to the abovementioned ore as the Minister
 3                   may from time to time reasonably require in regard
 4                   to, and to assist in verifying, the calculation of
 5                   royalties in accordance with subclause (1)," after
 6                   "the due date of return"; and
 7
 8           (ii)    deleting all the words after "calculated on the basis
 9                   of "and substituting a colon followed by:
10
11                   (i)    in the case of iron ore initially sold at cost
12                          pursuant to the proviso to clause 12(10), at
13                          the price notified pursuant to paragraph (iii)
14                          of that proviso;

15                   (ii)   in any other case, invoices or provisional
16                          invoices (as the case may be) rendered by the
17                          Company to the purchaser (which invoices
18                          the Company shall render without delay
19                          simultaneously furnishing copies thereof to
20                          the Minister) of such iron ore or on the basis
21                          of estimates as agreed or determined,
22
23                   and shall from time to time in the next following
24                   appropriate return and payment make (by the return
25                   and by cash) all such necessary adjustments (and
26                   give to the Minister full details thereof) when the
27                   f.o.b. value shall have been finally calculated, agreed
28                   or determined";
29
30    (b)    in paragraph (b):
31
32           (i)    by deleting "books of account and records of the
33                  Company including contracts relative" and
34                  substituting "books, records, accounts, documents
35                  (including contracts), data and information of the
36                  Company stored by any means relating";
37
38           (ii)   by inserting "(in whatever form)" after "copies or
39                  extracts"; and
40


                                                                  page 813
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     s. 49



 1                       (iii)   by inserting "the subject of royalty" before the two
 2                               references to "hereunder";
 3
 4                 (c)   by inserting "and" after the semicolon at the end of
 5                       paragraph (c); and
 6
 7                 (d)   by inserting after paragraph (c) the following new
 8                       paragraph:
 9
10                       "(d)    cause to be produced in Perth in the said State all
11                               books, records, accounts, documents (including
12                               contracts), data and information of the kind referred to
13                               in paragraph (b), to enable the exercise of rights by
14                               the Minister or the Minister's nominee under
15                               paragraph (b), regardless of the location in which or
16                               by whom those books, records, accounts, documents
17                               (including contracts), data and information are stored
18                               from time to time.";
19
20           (11) in clause 14(4) by deleting "subclauses (1), (2), (3) and (4) of
21                Clause 8" and substituting "clauses 10(2) to (5) and 10A";
22
23           (12) by inserting after clause 14 the following new clauses:
24
25                 "Integrated use of works installations or facilities under the
26                 Integration Agreements
27
28                 14A. (1)      Subject to subclauses (2) to (7) of this clause and to
29                               the other provisions of this Agreement, the Company
30                               may during the continuance of this Agreement:
31
32                               (a)   use any existing or new works installations or
33                                     facilities constructed or held:
34
35                                     (i)    under this Agreement; or
36
37                                     (ii)   under any other Integration Agreement
38                                            which are made available for such use
39                                            and during the continuance of such
40                                            Integration Agreement; or


     page 814
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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                        s. 49



 1
 2                        (iii)   with the approval of the Minister, under a
 3                                Government agreement (excluding an
 4                                Integration Agreement) which are made
 5                                available for such use and during the
 6                                continuance of that agreement,
 7
 8                 (wholly or in part) in the activities of the Company
 9                 carried on by it pursuant to this Agreement including,
10                 without limitation, as part of those activities,
11                 transporting by railway and shipping from a loading
12                 port and undertaking any ancillary and incidental
13                 activities in doing so (including, without limitation,
14                 blending permitted by clause 12(9)) of:
15
16                 (A)    iron ore mined from a Mining Act 1978 mining
17                        lease located in, or proximate to, the Pilbara
18                        region of the said State which is held by a
19                        Related Entity alone or with a third party or
20                        parties (excluding any mining lease granted
21                        pursuant to, or held under, a Government
22                        agreement);
23
24                 (B)    with the prior approval of the Minister, iron ore
25                        mined in, or proximate to, the Pilbara region of
26                        the said State under a Government agreement
27                        (excluding an Integration Agreement);
28
29                 (C)    with the prior approval of the Minister, iron ore
30                        mined by a third party from a Mining Act 1978
31                        mining lease located in, or proximate to, the
32                        Pilbara region of the said State (excluding
33                        under a Government agreement) which has
34                        been purchased by the Company from the third
35                        party;
36
37                 (D)    iron ore mined          under      an   Integration
38                        Agreement;
39




                                                                   page 815
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     s. 49



 1                     (b)   make any existing or new works installations or
 2                           facilities constructed or held under this Agreement
 3                           available for use (wholly or partly) by another
 4                           Integration Proponent during the continuance of its
 5                           Integration Agreement in the activities of that
 6                           Integration Proponent carried on by it pursuant to its
 7                           Integration Agreement including, without limitation,
 8                           as part of those activities, transporting by railway and
 9                           shipping from a loading port and undertaking any
10                           ancillary and incidental activities in doing so
11                           (including, without limitation, blending permitted by
12                           that Integration Agreement) of:
13
14                           (i)     iron ore mined from a Mining Act 1978
15                                   mining lease located in, or proximate to, the
16                                   Pilbara region of the said State which is held
17                                   by a Related Entity alone or with a third party
18                                   or parties (excluding any mining lease granted
19                                   pursuant to, or held under, a Government
20                                   agreement);
21
22                           (ii)    with the prior approval of the Minister (as
23                                   defined in that Integration Agreement), iron
24                                   ore mined in, or proximate to, the Pilbara
25                                   region of the said State under a Government
26                                   agreement     (excluding    an    Integration
27                                   Agreement);
28
29                           (iii)   with the prior approval of the Minister (as
30                                   defined in that Integration Agreement), iron
31                                   ore mined by a third party from a Mining Act
32                                   1978 mining lease located in, or proximate to,
33                                   the Pilbara region of the said State (excluding
34                                   under a Government agreement) which has
35                                   been purchased by that Integration Proponent
36                                   from the third party;
37
38                           (iv)    iron ore mined        under    an      Integration
39                                   Agreement;
40



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                                                                       s. 49



 1          (c)    make any existing or new works installations or
 2                 facilities constructed or held under this Agreement
 3                 available for use (wholly or partly) in connection with
 4                 operations under:
 5
 6                 (i)     a Mining Act 1978 mining lease located in, or
 7                         proximate to, the Pilbara region of the said
 8                         State, for iron ore, which is held by a Related
 9                         Entity alone or with a third party or parties
10                         (excluding any mining lease granted pursuant
11                         to, or held under a Government agreement); or
12
13                 (ii)    with the approval of the Minister, a
14                         Government agreement (other than an
15                         Integration Agreement) for the mining of iron
16                         ore in, or proximate to, the Pilbara region of
17                         the said State;
18
19          (d)    subject to subclause (2), under this Agreement and for
20                 the purpose of any use or making available for use
21                 referred to in paragraph (a), (b) or (c) connect any
22                 existing or new works installations or facilities
23                 constructed or held under this Agreement to any
24                 existing or new works installations or facilities
25                 constructed or held under another Integration
26                 Agreement;
27
28          (e)    subject to subclause (2), under this Agreement and for
29                 the purpose of any use or making available for use
30                 referred to in paragraph (a), (b) or (c) or making of
31                 any connection referred to in paragraph (d) construct
32                 new works installations or facilities and expand
33                 modify or otherwise vary any existing and new works
34                 installations or facilities constructed or held under this
35                 Agreement;
36
37          (f)    allow a railway or rail spur line (not being a railway
38                 or rail spur line constructed or held under an
39                 Integration Agreement) to be connected to a railway or
40                 rail spur line or other works installations or facilities


                                                                  page 817
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     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                           constructed or held under this Agreement for the
 2                           delivery of iron ore to an Integration Proponent for
 3                           transport by railway and shipping from a loading port
 4                           (together with any ancillary and incidental activities in
 5                           doing so) as part of its activities under its Integration
 6                           Agreement; and
 7
 8                     (g)   allow an electricity transmission line (not being an
 9                           electricity transmission line constructed or held under
10                           an Integration Agreement) to be connected to an
11                           electricity transmission line constructed or held under
12                           this Agreement for the supply of electricity permitted
13                           to be made under an Integration Agreement.
14
15               (2)          (a) A connection referred to in clause (1)(d) or
16                            construction, expansion, modification or other
17                            variation referred to in subclause (1)(e) by the
18                            Company shall, to the extent not already authorised
19                            under this Agreement as at the variation date, be
20                            regarded as a significant modification expansion or
21                            other variation of the Company's activities carried on
22                            by it pursuant to this Agreement and may only be
23                            made in accordance with proposals submitted and
24                            approved or determined under this Agreement in
25                            accordance with clauses 10 and 10A or clause 14C as
26                            the case may require and otherwise in compliance
27                            with the provisions of this Agreement and the laws
28                            from time to time of the said State. For the avoidance
29                            of doubt, the parties acknowledge that any use or
30                            making available for use contemplated by subclause
31                            (1)(a), (1)(b) or (1)(c) shall not otherwise than as
32                            required by this paragraph (a) require the submission
33                            and approval of further proposals under this
34                            Agreement.
35
36                     (b)    The Company shall not be entitled to:
37
38                            (i)   submit proposals to construct any port or to
39                                  establish harbour or port works installations or
40                                  facilities, or to expand modify or otherwise


     page 818
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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                           s. 49



 1                             vary harbour or works installations or facilities;
 2                             or
 3
 4                    (ii)     generate and supply power, take and supply
 5                             water or dispose of water otherwise than in
 6                             accordance with the other clauses of this
 7                             Agreement and subject to any restrictions
 8                             contained in those clauses; or
 9
10                    (iii)    without limiting subparagraphs (i) and (ii)
11                             submit proposals to construct or establish works
12                             installations or facilities of a type, or to make
13                             expansions, modifications or other variations of
14                             works installations or facilities of a type, which
15                             in the Minister's reasonable opinion this
16                             Agreement, immediately before the variation
17                             date, did not permit or contemplate the
18                             Company constructing, establishing or making
19                             as the case may be otherwise than for
20                             integration use as contemplated by subclauses
21                             (1)(a), (1)(b) or (1)(c) or as permitted by clause
22                             14C; or
23
24              (iv)          submit proposals to make a connection as
25                            referred to in subclause (1)(d) or a construction,
26                            expansion, modification or other variation as
27                            referred to in subclause (1)(e) otherwise than on
28                            tenure granted under or pursuant to this
29                            Agreement from time to time or held pursuant to
30                            this Agreement from time to time; or
31
32              (v)           submit proposals to make a connection referred
33                            to in subclause (1)(d) or a construction,
34                            expansion, modification or other variation as
35                            referred to in subclause (1)(e) for the purpose of
36                            use as contemplated by subclause (1)(c)(i), if in
37                            the reasonable opinion of the Minister the
38                            activity which is the subject of the proposals
39                            would give to the holder or holders of the
40                            relevant Mining Act 1978 mining lease the


                                                                       page 819
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     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                                   benefit of rights or powers granted to the
 2                                   Company under this Agreement, over and above
 3                                   the right of access to and use of the relevant
 4                                   works installations or facilities; or
 5
 6                           (vi)    submit proposals to make a connection as
 7                                   referred to in subclause (1)(d) or a construction,
 8                                   expansion, modification or other variation as
 9                                   referred to in subclause (1)(e) for the purpose of
10                                   use as contemplated by subclause (1)(c) and
11                                   involving the grant of tenure without the prior
12                                   approval of the Minister; or
13
14                           (vii)   submit proposals to assign, sublet, transfer or
15                                   dispose of any works installations or facilities
16                                   constructed or held under this Agreement or any
17                                   leases, licences, easements or other titles under
18                                   or pursuant to this Agreement for any purpose
19                                   referred to in this clause.
20
21                     (c)      Notwithstanding the provisions of clauses 10A or
22                              14C, the Minister may defer consideration of, or a
23                              decision upon, a proposal submitted by the Company
24                              for a connection as referred to in subclause (1)(d) or a
25                              construction, expansion, modification or other
26                              variation as referred to in subclause (1)(e), for the
27                              purpose of use or making available for use as referred
28                              to in subclauses (1)(a) or (1)(b), until relevant
29                              corresponding proposals under the relevant
30                              Integration Agreement have been submitted and those
31                              proposals can be approved under that Integration
32                              Agreement concurrently with the Minister's approval
33                              under this Agreement of the Company's proposal.
34
35               (3)   Any use or making available for use as referred to in
36                     subclause (1), or submission of proposals as referred to in
37                     subclause (2), in respect of a Related Entity shall be subject
38                     to the Company first confirming with the Minister that the
39                     Minister is satisfied that the relevant company is a Related
40                     Entity.


     page 820
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                      s. 49



 1
 2    (4)    The Company shall give the Minister prior written notice of
 3           any significant change (other than a temporary one for
 4           maintenance or to respond to an emergency) proposed in its
 5           use, or in it making available for use, works, installations or
 6           facilities as referred to in this clause:
 7
 8           (a)   from that authorised under this Agreement
 9                 immediately before the variation date; and
10
11           (b)   subsequently from that previously notified to the
12                 Minister under this subclause,
13
14           as soon as practicable before such change occurs.
15
16           The Company shall also keep the Minister fully informed
17           with respect to any proposed connection as referred to in
18           subclause (1)(f) or (1)(g) or request of the Company for such
19           connection to be allowed.
20
21    (5)    Nothing in this Agreement shall be construed to:
22
23           (a)    exempt another Integration Proponent from
24                  complying with, or the application of, the provisions
25                  of its Integration Agreement; or
26
27           (b)    restrict the Company's rights under clause 30.
28
29           For the avoidance of doubt the approval of proposals under
30           this Agreement shall not be construed as authorising
31           another Integration Proponent to undertake any activities
32           under this Agreement or under another Integration
33           Agreement.
34
35    (6)    Nothing in this clause shall be construed to exempt the
36           Company from complying with, or the application of, the
37           other provisions of this Agreement including, without
38           limitation, clause 30 and of relevant laws from time to time
39           of the said State.
40



                                                                  page 821
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1               (7)   For the purpose of this clause "works installations or
 2                     facilities" means any:
 3
 4                     (a)    harbour or port works installations or facilities
 5                            including, without limitation, stockpiles, reclaimers,
 6                            conveyors and wharves;
 7
 8                     (b)    railway or rail spur lines;
 9
10                     (c)    track structures and systems associated with the
11                            operation and maintenance of a railway including,
12                            without limitation, sidings, train control and signalling
13                            systems, maintenance workshops and terminal yards;
14
15                     (d)    train loading and unloading works installations or
16                            facilities;
17
18                     (e)    conveyors;
19
20                     (f)    private roads;
21
22                     (g)    mine aerodrome and associated aerodrome works
23                            installations and facilities;
24
25                     (h)    iron ore mining, crushing, screening, beneficiation or
26                            other processing works installations or facilities;
27
28                     (i)    mine administration buildings including, without
29                            limitation, offices, workshops and medical facilities;
30
31                     (j)    borrow pits;
32
33                     (k)    accommodation and ancillary facilities including,
34                            without limitation, construction camps and in
35                            townsites constructed pursuant to and held under any
36                            Integration Agreement;
37
38                     (l)    water,   sewerage,     electricity,     gas      and
39                            telecommunications works installations and facilities



     page 822
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                       s. 49



 1                 including, without limitation, pipelines, transmission
 2                 lines and cables; and
 3
 4           (m)   any other works installations or facilities approved of
 5                 by the Minister for the purpose of this clause.
 6
 7
 8    Transfer of rights to shared works installations or facilities
 9
10    14B. (1)     For the purposes of this clause "Relevant
11                 Infrastructure" means any works installations or
12                 facilities (as defined in clause 14A(7)):
13
14                 (a)    constructed or held under another Integration
15                        Agreement;
16
17                 (b)    which the Company is using in its activities
18                        pursuant to this Agreement;
19
20                 (c)    which the Minister is satisfied (after consulting
21                        with the Company and the Integration
22                        Proponent   for     that     other    Integration
23                        Agreement):
24
25                        (i)    are no longer required by that other
26                               Integration Proponent to carry on its
27                               activities pursuant to its Integration
28                               Agreement because of the cessation of
29                               the Integration Proponent's mining
30                               operations in respect of which such
31                               Relevant Infrastructure was constructed
32                               or held or because of any other reason
33                               acceptable to the Minister; and
34
35                        (ii)   are required by the Company to continue
36                               to carry on its activities pursuant to this
37                               Agreement; and
38
39                 (d)    in respect of which that other Integration
40                        Proponent has notified the Minister it consents


                                                                  page 823
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                                  to the Company submitting proposals as
 2                                  referred to in subclause (2).
 3
 4                     (2)   The Company may as an additional proposal pursuant
 5                           to clause 10 propose:
 6
 7                           (a)   that it be granted a lease licence or other title
 8                                 over the Relevant Infrastructure pursuant to this
 9                                 Agreement subject to and conditional upon the
10                                 other Integration Proponent surrendering wholly
11                                 or in part (and upon such terms as the Minister
12                                 considers reasonable including any variation of
13                                 terms to address environmental issues) its lease
14                                 licence or other title over the Relevant
15                                 Infrastructure; or
16
17                           (b)   that the other Integration Proponent's lease
18                                 licence or other title (not being a mineral lease,
19                                 mining lease or other right to mine title granted
20                                 under a Government agreement, the Mining Act
21                                 1904 or the Mining Act 1978) to the Relevant
22                                 Infrastructure be transferred to this Agreement
23                                 (to be held by the Company pursuant to this
24                                 Agreement) with such surrender of land from it
25                                 and variations of its terms as the Minister
26                                 considers reasonable for that title to be held
27                                 under this Agreement including, without
28                                 limitation, to address environmental issues and
29                                 outstanding obligations of that other Integration
30                                 Proponent under its Integration Agreement in
31                                 respect of that Relevant Infrastructure.
32
33                           The provisions of clause 10A shall mutatis mutandis
34                           apply to any such additional proposal. In addition the
35                           Company acknowledges that the Minister may require
36                           variations of the other Integration Agreement and/or
37                           proposals under it or of this Agreement in order to give
38                           effect to the matters contemplated by this clause.
39




     page 824
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         Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                         s. 49



 1              (3)    This clause shall cease to apply in the event the State
 2                     gives any notice of default to the Company pursuant to
 3                     clause 34(1) and while such notice remains
 4                     unsatisfied.
 5
 6   Miscellaneous Licences for Railways
 7
 8   14C. (1)    In this clause subject to the context:
 9
10              "Additional Infrastructure" means:
11
12              (a)    Train Loading Infrastructure;
13
14              (b)    Train Unloading Infrastructure;
15
16              (c)    a conveyor, train unloading and other infrastructure
17                     necessary for the transport of iron ore, freight goods
18                     or other products from the Railway (directly or
19                     indirectly) to port facilities within a loading port,
20
21               in each case located outside a Port;
22
23               "LAA" means the Land Administration Act 1997 (WA);
24
25               "Lateral Access Roads" has the meaning given in subclause
26               (3)(a)(iv);
27
28               "Lateral Access Road Licence" means a miscellaneous
29               licence granted pursuant to subclause (6)(a)(ii) or subclause
30               (6)(b) as the case may be and according to the requirements
31               of the context describes the area of land from time to time
32               the subject of that licence;
33               "Port" means any port the subject of the Port Authorities Act
34               1999 (WA) or the Shipping and Pilotage Act 1967 (WA);
35
36               "Private Roads" means Lateral Access Roads and the
37               Company's access roads within a Railway Corridor;
38
39               "Rail Safety Act" means the Rail Safety Act 1998 (WA);
40



                                                                    page 825
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                      "Railway" means a standard gauge heavy haul railway or
 2                      railway spur line, located or to be located as the case may be
 3                      in, or proximate to, the Pilbara region of the said State (but
 4                      outside the boundaries of a Port) for the transport of iron
 5                      ore, freight goods and other products together with all
 6                      railway track, associated track structures including sidings,
 7                      turning loops, over or under track structures, supports
 8                      (including supports for equipment or items associated with
 9                      the use of a railway) tunnels, bridges, train control systems,
10                      signalling systems, switch and other gear, communication
11                      systems, electric traction infrastructure, buildings (excluding
12                      office buildings, housing and freight centres), workshops
13                      and associated plant, machinery and equipment and
14                      including rolling stock maintenance facilities, terminal
15                      yards, depots, culverts and weigh bridges which railway is
16                      or is to be (as the case may be) the subject of approved
17                      proposals under subclause (4) and includes any expansion or
18                      extension thereof outside a Port which is the subject of
19                      additional proposals approved in accordance with subclause
20                      (5);
21
22                      "Railway Corridor" means, prior to the grant of a Special
23                      Railway Licence, the land for the route of the Railway the
24                      subject of that licence, access roads (other than Lateral
25                      Access Roads), areas from which stone, sand, clay and
26                      gravel may be taken, temporary accommodation facilities
27                      for the railway workforce, water bores and Additional
28                      Infrastructure (if any) which is the subject of a subsisting
29                      agreement pursuant to subclause (3)(a) and after the grant of
30                      the Special Railway Licence the land from time to time the
31                      subject of that Special Railway Licence;
32                      "Railway Operation" means the construction and operation
33                      under this Agreement of the relevant Railway and associated
34                      access roads and Additional Infrastructure (if any) within
35                      the relevant Railway Corridor and of the associated Lateral
36                      Access Roads, in accordance with approved proposals;
37
38                      "Railway spur line" means a standard gauge heavy haul
39                      railway spur line located or to be located in, or proximate to,
40                      the Pilbara region of the said State (but outside a Port)


     page 826
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                                                                        s. 49



 1           connecting to a Railway for the transport of iron ore, freight
 2           goods and other products upon the Railway to (directly or
 3           indirectly) a loading port;
 4
 5           "Railway Operation Date" means the date of the first
 6           carriage of iron ore, freight goods or other products over the
 7           relevant Railway (other than for construction or
 8           commissioning purposes);
 9
10           "Railway spur line Operation Date" means the date of the
11           first carriage of iron ore, freight goods or other products
12           over the relevant Railway spur line (other than for
13           construction or commissioning purposes);
14
15           "Special Railway Licence" means the relevant
16           miscellaneous licence for railway and, if applicable, other
17           purposes, granted to the Company pursuant to subclause
18           (6)(a)(i) as varied in accordance with subclause (6)(h) or
19           subclause (6)(i) and according to the requirements of the
20           context describes the area of land from time to time the
21           subject of that licence;
22
23           "Train Loading Infrastructure" means conveyors, stockpile
24           areas, blending and screening facilities, stackers, re-claimers
25           and other infrastructure reasonably required for the loading
26           of iron ore, freight goods or other products onto the relevant
27           Railway for transport (directly or indirectly) to a loading
28           port; and
29
30           "Train Unloading Infrastructure" means train unloading
31           infrastructure reasonably required for the unloading of iron
32           ore from the Railway to be processed, or blended with other
33           iron ore, at processing or blending facilities in the vicinity of
34           that train unloading infrastructure and with the resulting iron
35           ore products then loaded on to the Railway for transport
36           (directly or indirectly) to a loading port.
37




                                                                   page 827
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     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1               Company to obtain prior Ministerial in-principle approval
 2
 3                (2)   (a)   If the Company wishes, from time to time during the
 4                            continuance of this Agreement, to proceed under this
 5                            clause with a plan to develop a Railway it shall give
 6                            notice thereof to the Minister and furnish to the
 7                            Minister with that notice an outline of its plan.
 8
 9                      (b)   The Minister shall within one month of a notice under
10                            paragraph (a) advise the Company whether or not he
11                            approves in-principle the proposed plan. The Minister
12                            shall afford the Company full opportunity to consult
13                            with him in respect of any decision of the Minister
14                            under this paragraph.
15
16                      (c)   The Minister's in-principle approval in respect of a
17                            proposed plan shall lapse if the Company has not
18                            submitted detailed proposals to the Minister in respect
19                            of that plan in accordance with this clause within 18
20                            months of the Minister's in-principle approval.
21
22               Railway Corridor
23
24                (3)   (a)   If the Minister gives in-principle approval to a plan of
25                            the Company to develop a Railway it shall consult
26                            with the Minister to seek the agreement of the
27                            Minister as to:
28
29                            (i)    where the Railway will begin and end; and
30
31                            (ii)   a route for the Railway, access roads to be
32                                   within the Railway Corridor and the land
33                                   required for that route as well as Additional
34                                   Infrastructure (if any) including, without
35                                   limitation, areas from which stone, sand, clay
36                                   and gravel may be taken, temporary
37                                   accommodation facilities for the railway
38                                   workforce and water bores; and
39




     page 828
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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                       s. 49



 1                 (iii)   in respect of Additional Infrastructure (if any)
 2                         the nature and capacity of such Additional
 3                         Infrastructure; and
 4
 5                 (iv)    the routes of, and the land required for, roads
 6                         outside the Railway Corridor (and also outside
 7                         a Port) for access to it to construct the Railway
 8                         (such roads as agreed being "Lateral Access
 9                         Roads").
10
11                 In seeking such agreement, regard shall be had to
12                 achieving a balance between engineering matters
13                 including costs, the nature and use of any lands
14                 concerned and interests therein and the costs of
15                 acquiring the land (all of which shall be borne by the
16                 Company). The parties acknowledge the intention is
17                 for the Company to construct the Railway, the access
18                 roads for the construction and maintenance of the
19                 Railway which are to be within the Railway Corridor
20                 and the relevant Additional Infrastructure (if any)
21                 along the centreline of the Railway Corridor subject to
22                 changes in that alignment to the extent necessary to
23                 avoid heritage, environmental or poor ground
24                 conditions that are not identified during preliminary
25                 investigation work, and recognise the width of the
26                 Railway Corridor may need to vary along its route to
27                 accommodate Additional Infrastructure (if any),
28                 access roads, areas from which stone, sand, clay and
29                 gravel may be taken, temporary accommodation
30                 facilities for the railway workforce and water bores.
31                 The provisions of clause 41 shall not apply to this
32                 subclause.
33
34          (b)    If the date by which the Company must submit
35                 detailed proposals under subclause (4)(a) (as referred
36                 to in subclause (2)(c)) is extended or varied by the
37                 Minister pursuant to clause 33, any agreement made
38                 pursuant to paragraph (a) before such date is extended
39                 or varied shall unless the Minister notifies the
40                 Company otherwise be deemed to be at an end and


                                                                  page 829
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     s. 49



 1                            neither party shall have any claim against the other in
 2                            respect of it.
 3
 4                     (c)    The Company acknowledges that it shall be
 5                            responsible for liaising with every title holder in
 6                            respect of the land affected and for obtaining in a form
 7                            and substance acceptable to the Minister all
 8                            unconditional and irrevocable consents of each such
 9                            title holder to, and all statutory consents required in
10                            respect of the land affected for:
11
12                            (i)     the grant of the Special Railway Licence for the
13                                    construction, operation and maintenance within
14                                    the Railway Corridor of the Railway, access
15                                    roads and Additional Infrastructure (if any) to
16                                    be within the Railway Corridor; and
17
18                            (ii)    the grant of Lateral Access Road Licences   for
19                                    the construction, use and maintenance        of
20                                    Lateral Access Roads over the routes for    the
21                                    Lateral Access Roads agreed pursuant         to
22                                    paragraph (a); and
23
24                            (iii)   the inclusion of additional land in the Special
25                                    Railway Licence as referred to in subclause
26                                    (6)(h) or subclause (6)(i),
27
28                            in accordance with this clause. For the purposes of
29                            this subclause (3)(c), "title holder" means a
30                            management body (as defined in the LAA) in respect
31                            of any part of the affected land, a person who holds a
32                            mining, petroleum or geothermal energy right (as
33                            defined in the LAA) in respect of any part of the
34                            affected land, a person who holds a lease or licence
35                            under the LAA in respect of any part of the affected
36                            land, a person who holds any other title granted under
37                            or pursuant to a Government agreement in respect of
38                            any part of the affected land, a person who holds a
39                            lease or licence in respect of any part of the affected
40                            land under any other Act applying in the said State


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                                                                     s. 49



 1                 and a person in whom any part of the affected land is
 2                 vested, immediately before the provision of such
 3                 consents to the Minister as referred to in subclause
 4                 (4)(e)(ii) (including as applying pursuant to subclause
 5                 5(d)).
 6
 7     Company to submit proposals for Railway
 8
 9     (4)   (a)   The Company shall, subject to the EP Act, the
10                 provisions of this Agreement, agreement at that time
11                 subsisting in respect of the matters required to be
12                 agreed pursuant to subclause 3(a), submit to the
13                 Minister by the latest date applying under subclause
14                 (2)(c) to the fullest extent reasonably practicable its
15                 detailed proposals (including plans where practicable
16                 and specifications where reasonably required by the
17                 Minister and any other details normally required by a
18                 local government in whose area any works are to be
19                 situated) with respect to the undertaking of the
20                 relevant Railway Operation, which proposals shall
21                 include the location, area, layout, design, materials
22                 and time program for the commencement and
23                 completion of construction or the provision (as the
24                 case may be) of each of the following matters namely:
25
26                 (i)     the Railway including fencing (if any) and
27                         crossing places within the Railway Corridor;
28
29                 (ii)    Additional Infrastructure (if any) within the
30                         Railway Corridor;
31                 (iii)   temporary accommodation and ancillary
32                         temporary facilities for the railway workforce
33                         on, or in the vicinity of, the Railway Corridor
34                         and housing and other appropriate facilities
35                         elsewhere for the Company's workforce;
36
37                 (iv)    water supply;
38
39                 (v)     energy supplies;
40



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     s. 49



 1                            (vi)    access roads within the Railway Corridor and
 2                                    Lateral Access Roads both along the routes for
 3                                    those roads agreed between the Minister and
 4                                    the Company pursuant to subclause 3(a);
 5
 6                            (vii)   any other works, services or facilities desired
 7                                    by the Company; and
 8
 9                            (viii) use of local labour, professional services,
10                                   manufacturers, suppliers contractors and
11                                   materials and measures to be taken with respect
12                                   to the engagement and training of employees
13                                   by the Company, its agents and contractors.
14
15                     (b)    Proposals pursuant to paragraph (a) must specify the
16                            matters agreed for the purpose pursuant to subclause
17                            (3)(a) and must not be contrary to or inconsistent with
18                            such agreed matters.
19
20                     (c)    Each of the proposals pursuant to paragraph (a) may
21                            with the approval of the Minister, or must if so
22                            required by the Minister, be submitted separately and
23                            in any order as to the matter or matters mentioned in
24                            one or more of subparagraphs (i) to (viii) of paragraph
25                            (a) and until all of its proposals under this subclause
26                            have been approved the Company may withdraw and
27                            may resubmit any proposal but the withdrawal of any
28                            proposal shall not affect the obligations of the
29                            Company to submit a proposal under this subclause in
30                            respect of the subject matter of the withdrawn
31                            proposal.
32
33                     (d)    The Company shall, whenever any of the following
34                            matters referred to in this subclause are proposed by
35                            the Company (whether before or during the
36                            submission of proposals under this subclause), submit
37                            to the Minister details of any services (including any
38                            elements of the project investigations, design and
39                            management) and any works, materials, plant,
40                            equipment and supplies that it proposes to consider


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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                      s. 49



 1                 obtaining from or having carried out or permitting to
 2                 be obtained from or carried out outside Australia,
 3                 together with its reasons therefor and shall, if required
 4                 by the Minister consult with the Minister with respect
 5                 thereto.
 6
 7           (e)   At the time when the Company submits the last of the
 8                 said proposals pursuant to this subclause, it shall:
 9
10                 (i)    furnish to the Minister's reasonable satisfaction
11                        evidence of all accreditations under the Rail
12                        Safety Act which are required to be held by the
13                        Company or any other person for the
14                        construction of the Railway; and
15
16                 (ii)   furnish to the Minister the written consents
17                        referred to in subclause (3)(c)(i) and (3)(c)(ii).
18
19           (f)   The provisions of clause 10A shall apply mutatis
20                 mutandis to detailed proposals submitted under this
21                 subclause.
22
23    Additional Railway Proposals
24
25     (5)   (a)   If the Company at any time during the currency of a
26                 Special Railway Licence desires to construct a
27                 Railway spur line (connecting to the Railway the
28                 subject of that Special Railway Licence) or desires to
29                 significantly modify, expand or otherwise vary its
30                 activities within the land the subject of the Special
31                 Railway Licence that are the subject of this
32                 Agreement and that may be carried on by it pursuant
33                 to this Agreement (other than by the construction of a
34                 Railway spur line) beyond those activities specified in
35                 any approved proposals for that Railway, it shall give
36                 notice of such desire to the Minister and furnish to the
37                 Minister with that notice an outline of its proposals in
38                 respect thereto (including, without limitation, such
39                 matters mentioned in subclause (4)(a) as are relevant
40                 or as the Minister otherwise requires).


                                                                  page 833
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     s. 49



 1
 2                     (b)    If the notice relates to a Railway spur line, or to the
 3                            construction of Train Loading Infrastructure or Train
 4                            Unloading Infrastructure on land outside the then
 5                            Railway Corridor, the Minister shall within one month
 6                            of receipt of such notice advise the Company whether
 7                            or not he approves in-principle the proposed
 8                            construction of such spur line, Train Loading
 9                            Infrastructure or Train Unloading Infrastructure. If
10                            the Minister gives in-principle approval the Company
11                            may (but not otherwise) submit detailed proposals in
12                            respect thereof provided that the provisions of
13                            subclause (3) shall mutatis mutandis apply prior to
14                            submission of detailed proposals in respect thereof.
15
16                     (c)    Subject to the EP Act, the provisions of this
17                            Agreement and agreement at that time subsisting in
18                            respect of any matters required to be agreed pursuant
19                            to subclause (3)(a) (as referred to in paragraph (b)),
20                            the Company shall submit to the Minister within a
21                            reasonable timeframe, as determined by the Minister
22                            after receipt of the notice referred to in paragraph (a)
23                            (or in the case of a notice referred to in paragraph (b)
24                            the giving of the Minister's in-principle consent as
25                            referred to in that paragraph), detailed proposals in
26                            respect of the proposed construction of such Railway
27                            spur line, Train Loading Infrastructure, Train
28                            Unloading Infrastructure or other proposed
29                            modification, expansion or variation of its activities
30                            including such of the matters mentioned in subclause
31                            (4)(a) as the Minister may require.
32
33                     (d)    The provisions of subclause (4) (with the date for
34                            submission of proposals being read as the date or time
35                            determined by the Minister under paragraph (c) and
36                            the reference in subclause (4)(e)(ii) to subclause
37                            (3)(c)(i) being read as a reference to subclause
38                            (3)(c)(iii)) and of clause 10A shall mutatis mutandis
39                            apply to detailed proposals submitted pursuant to this
40                            subclause.


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                                                                     s. 49



 1
 2    Grant of Tenure
 3
 4   (6)    (a)    On application made by the Company to the Minister
 5                 in such manner as the Minister may determine, not
 6                 later than 3 months after all its proposals submitted
 7                 pursuant to subclause (4)(a) have been approved or
 8                 deemed to be approved and the Company has
 9                 complied with the provisions of subclause (4)(e), the
10                 State notwithstanding the Mining Act 1978 shall
11                 cause to be granted to the Company:
12
13                 (i)    a miscellaneous licence to conduct within the
14                        Railway Corridor and in accordance with its
15                        approved proposals all activities (including the
16                        taking of stone, sand, clay and gravel, the
17                        provision of temporary accommodation
18                        facilities for the railway workforce and, subject
19                        to the Rights in Water and Irrigation Act 1914
20                        (WA), the operation of water bores) necessary
21                        for the planning, design, construction,
22                        commissioning, operation and maintenance
23                        within the Railway Corridor of the Railway,
24                        access roads and Additional Infrastructure (if
25                        any) ("the Special Railway Licence") such
26                        licence to be granted under and subject to,
27                        except as otherwise provided in this
28                        Agreement, the Mining Act 1978 in the form of
29                        the Second Schedule hereto and subject to such
30                        terms and conditions as the Minister for Mines
31                        may from time to time consider reasonable and
32                        at a rental calculated in accordance with the
33                        Mining Act 1978:
34
35                        (A)    prior to the Railway Operation Date, as
36                               if the width of the Railway Corridor
37                               were 100 metres; and
38
39                        (B)    on and from the Railway Operation Date,
40                               at the rentals from time to time


                                                                 page 835
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     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                                         prescribed under the Mining Act 1978;
 2                                         and
 3
 4                            (ii)   a miscellaneous licence or licences to allow the
 5                                   construction, use and maintenance of Lateral
 6                                   Access Roads within the routes agreed for those
 7                                   Lateral Access Roads under subclause (3)(a)
 8                                   (each a "Lateral Access Road Licence"), each
 9                                   such licence to be granted under and subject to,
10                                   except as otherwise provided in this Agreement,
11                                   the Mining Act 1978 in the form of the Third
12                                   Schedule hereto and subject to such terms and
13                                   conditions as the Minister for Mines may from
14                                   time to time consider reasonable and at the
15                                   rentals from time to time prescribed under the
16                                   Mining Act 1978.
17
18                     (b)    On application made by the Company to the Minister
19                            in such manner as the Minister may determine, not
20                            later than 3 months after its proposals submitted
21                            pursuant to subclause (5)(a) for the construction of
22                            Lateral Access Roads for access to the Railway
23                            Corridor to construct a Railway spur line have been
24                            approved or deemed to be approved and the Company
25                            has complied with the provisions of subclause (4)(e)
26                            (as applying pursuant to subclause (5)(d)), the State
27                            notwithstanding the Mining Act 1978 shall cause to be
28                            granted to the Company a miscellaneous licence or
29                            licences to allow the construction, use and
30                            maintenance of Lateral Access Roads within the
31                            routes agreed for those Lateral Access Roads under
32                            subclause (3)(a)) (as applying pursuant to subclause
33                            (5)(b)) (each a "Lateral Access Road Licence"), each
34                            such licence to be granted under and subject to, except
35                            as otherwise provided in this Agreement, the Mining
36                            Act 1978 in the form of the Fourth Schedule hereto
37                            and subject to such terms and conditions as the
38                            Minister for Mines may from time to time consider
39                            reasonable and at the rentals from time to time
40                            prescribed under the Mining Act 1978.


     page 836
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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                      s. 49



 1
 2          (c)    Notwithstanding the Mining Act 1978, the term of the
 3                 Special Railway Licence shall, subject to the sooner
 4                 determination thereof on the cessation or sooner
 5                 determination of this Agreement, be for a period of 50
 6                 years commencing on the date of grant thereof.
 7
 8          (d)    Notwithstanding the Mining Act 1978, the term of any
 9                 Lateral Access Road Licence shall, subject to the
10                 sooner determination thereof on the cessation or
11                 sooner determination of this Agreement, be for a
12                 period of 4 years commencing on the date of grant
13                 thereof.
14
15          (e)    Notwithstanding the Mining Act 1978, and except as
16                 required to do so by the terms of the Special Railway
17                 Licence, the Company shall not be entitled to
18                 surrender the Special Railway Licence or any Lateral
19                 Access Road Licence or any part or parts of them
20                 without the prior consent of the Minister.
21
22          (f)    (i)   The Company may in accordance with
23                 approved proposals take stone, sand, clay and gravel
24                 from the Railway Corridor for the construction,
25                 operation and maintenance of the Railway
26                 constructed within or approved for construction within
27                 the Railway Corridor.
28
29                 (ii)   Notwithstanding the Mining Act 1978 no
30                        royalty shall be payable under the Mining Act
31                        1978 in respect of stone, sand, clay and gravel
32                        which the Company is permitted by
33                        subparagraph (i) to obtain from the land the
34                        subject of the Special Railway Licence.
35
36          (g)    For the purposes of this Agreement and without
37                 limiting the operation of paragraphs (a) to (f) inclusive
38                 above, the application of the Mining Act 1978 and the
39                 regulations made thereunder are specifically modified;
40



                                                                  page 837
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                            (i)     in section 91(1) by:
 2
 3                                    (A)    deleting "the mining registrar or the
 4                                           warden, in accordance with section 42
 5                                           (as read with section 92)" and
 6                                           substituting "the Minister";
 7
 8                                    (B)    deleting "any person" and substituting
 9                                           "the Company (as defined in the
10                                           agreement ratified by and scheduled to
11                                           the Iron Ore (Marillana Creek)
12                                           Agreement Act 1991, as from time to
13                                           time added to, varied or amended)";
14
15                                    (C)    deleting "for any one or more of the
16                                           purposes prescribed" and substituting
17                                           "for the purpose specified in clause
18                                           14C(6)(a)(i), clause 14C(6)(a)(ii) or
19                                           clause 14C(6)(b), of the agreement
20                                           ratified by and scheduled to the Iron Ore
21                                           (Marillana Creek) Agreement Act 1991,
22                                           as from time to time added to, varied or
23                                           amended";
24
25                            (ii)    in section 91(3)(a), by deleting "prescribed
26                                    form" and substituting "form required by the
27                                    agreement ratified by and scheduled to the Iron
28                                    Ore (Marillana Creek) Agreement Act 1991, as
29                                    from time to time added to, varied or
30                                    amended";
31
32                            (iii)   by deleting sections 91(6), 91(9), 91(10) and
33                                    91B;
34
35                            (iv)    in section 92, by deleting "Sections 41, 42, 44,
36                                    46, 46A, 47 and 52 apply," and inserting
37                                    "Section 46A (excluding in subsection (2)(a)
38                                    "the mining registrar, the warden or") applies,"
39                                    and by deleting "in those provisions" and
40                                    inserting "in that provision";


     page 838
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     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                      s. 49



 1
 2                 (v)     by deleting the full stop at the end of the
 3                         section 94(1) and inserting, "except to the
 4                         extent otherwise provided in, or to the extent
 5                         that such terms and conditions are inconsistent
 6                         with, the agreement ratified by and scheduled
 7                         to the Iron Ore (Marillana Creek) Agreement
 8                         Act 1991, as from time to time added to, varied
 9                         or amended";
10
11                 (vi)    by deleting sections 94(2), (3) and (4);
12
13                 (vii)   in section 96(1), by inserting after
14                         "miscellaneous licence" the words "(not being a
15                         miscellaneous licence granted pursuant to the
16                         agreement ratified by and scheduled to the Iron
17                         Ore (Marillana Creek) Agreement Act 1991, as
18                         from time to time added to, varied or
19                         amended";
20
21                 (viii) by deleting mining regulations 37(2), 37(3), 42
22                        and 42A; and
23
24                 (ix)    by inserting at the beginning of mining
25                         regulations 41(c) and (f) the words "subject to
26                         the agreement ratified by and scheduled to the
27                         Iron Ore (Marillana Creek) Agreement Act
28                         1991, as from time to time added to, varied or
29                         amended".
30
31          (h)    If additional proposals are approved in accordance
32                 with subclause (5) for the construction of a Railway
33                 spur line outside the then Railway Corridor, the
34                 Minister for Mines shall include the area of land
35                 within which such construction is to occur in the
36                 Special Railway Licence by endorsement. The area of
37                 such land may be included notwithstanding that the
38                 survey of the land has not been completed but subject
39                 to correction to accord with the survey when
40                 completed at the Company's expense.


                                                                  page 839
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     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1
 2                      (i)   If additional proposals are approved in accordance
 3                            with subclause (5) for the construction of Train
 4                            Loading Infrastructure or Train Unloading
 5                            Infrastructure outside the then Railway Corridor, the
 6                            Minister for Mines shall include the area of such land
 7                            within which such infrastructure is approved for
 8                            construction in the Special Railway Licence by
 9                            endorsement. The area of such land may be included
10                            notwithstanding that the survey of the land has not
11                            been completed but subject to correction to accord
12                            with the survey when completed at the Company's
13                            expense.
14
15                      (j)   The provisions of this subclause shall not operate so
16                            as to require the State to cause a Special Railway
17                            Licence or a Lateral Access Road Licence to be
18                            granted or any land included in the Special Railway
19                            Licence as mentioned above until all processes
20                            necessary under any laws relating to native title to
21                            enable that grant or inclusion of land to proceed, have
22                            been completed.
23
24               Construction and operation of Railway
25
26                (7)   (a)   Subject to and in accordance with approved proposals,
27                            the Rail Safety Act and the grant of the relevant
28                            Special Railway Licence and any associated Lateral
29                            Access Road Licences the Company shall in a proper
30                            and workmanlike manner and in accordance with
31                            recognised standards for railways of a similar nature
32                            operating under similar conditions construct the
33                            Railway and associated Additional Infrastructure and
34                            access roads within the Railway Corridor and shall
35                            also construct inter alia any necessary sidings,
36                            crossing points, bridges, signalling switches and other
37                            works and appurtenances and provide for crossings
38                            and (where appropriate and required by the Minister)
39                            grade separation or other protective devices including
40                            flashing lights and boom gates at places where the


     page 840
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                     s. 49



 1                 Railway crosses or intersects with major roads or
 2                 existing railways.
 3
 4          (b)    The Company shall while the holder of a Special
 5                 Railway Licence:
 6
 7                 (i)     keep the Railway the subject of that licence in
 8                         an operable state; and
 9
10                 (ii)    ensure that the Railway the subject of that
11                         licence is operated in a safe and proper manner
12                         in compliance with all applicable laws from
13                         time to time; and
14
15                 (iii)   without limiting subparagraph (ii) ensure that
16                         the obligations imposed under the Rail Safety
17                         Act on an owner and an operator (as those
18                         terms are therein defined) are complied with in
19                         connection with the Railway the subject of that
20                         licence.
21
22                         Nothing in this Agreement shall be construed
23                         to exempt the Company or any other person
24                         from compliance with the Rail Safety Act or
25                         limit its application to the Company's
26                         operations generally (except as otherwise may
27                         be provided in that Act or regulations made
28                         under it).
29
30          (c)    The Company shall provide crossings for livestock
31                 and also for any roads, other railways, conveyors,
32                 pipelines and other utilities which exist at the date of
33                 grant of the relevant Special Railway Licence or in
34                 respect of land subsequently included in it at the date
35                 of such inclusion and the Company shall on
36                 reasonable terms and conditions allow such crossings
37                 for roads, railways, conveyors, pipelines and other
38                 utilities which may be constructed for future needs
39                 and which may be required to cross a Railway
40                 constructed pursuant to this clause.


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     s. 49



 1
 2                     (d)    Subject to clause 14B, the Company shall at all times
 3                            be the holder of Special Railway Licences and Lateral
 4                            Access Road Licences granted pursuant to this clause
 5                            and (without limiting clause 39 but subject to clause
 6                            14B) shall at all times own manage and control the
 7                            use of each Railway the subject of a Special Railway
 8                            Licence held by the Company.
 9
10                     (e)    The Company shall not be entitled to exclusive
11                            possession of the land the subject of a Special
12                            Railway Licence or Lateral Access Road Licence
13                            granted pursuant to this clause to the intent that the
14                            State, the Minister, the Minister for Mines and any
15                            persons authorised by any of them from time to time
16                            shall be entitled to enter upon the land or any part of it
17                            at all reasonable times and on reasonable notice with
18                            all necessary vehicles, plant and equipment and for
19                            purposes related to this Agreement or such other
20                            purposes as they think fit but in doing so shall be
21                            subject to the reasonable directions of the Company so
22                            as not to unreasonably interfere with the Company's
23                            operations.
24
25                     (f)    The Company's ownership of a Railway constructed
26                            pursuant to this clause shall not give it an interest in
27                            the land underlying it.
28
29                     (g)    The Company shall not at any time without the prior
30                            consent of the Minister dismantle, sell or otherwise
31                            dispose of any part or parts of any Railway
32                            constructed pursuant to this clause, or permit this to
33                            occur, other than for the purpose of maintenance,
34                            repair, upgrade or renewal.
35
36                     (h)    The Company shall, subject to and in accordance with
37                            approved proposals, in a proper and workmanlike
38                            manner, construct any Additional Infrastructure,
39                            access roads, Lateral Access Roads and other works
40                            approved for construction under this clause.


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                                                                       s. 49



 1
 2          (i)    The Company shall while the holder of a Special
 3                 Railway Licence at all times keep and maintain in
 4                 good repair and working order and condition (which
 5                 obligation includes, where necessary, replacing or
 6                 renewing all parts which are worn out or in need of
 7                 replacement or renewal due to their age or condition)
 8                 the Railway, access roads and Additional
 9                 Infrastructure (if any) the subject of that licence and
10                 all such other works installations plant machinery and
11                 equipment for the time being the subject of this
12                 Agreement and used in connection with the operation
13                 use and maintenance of that Railway, access roads and
14                 Additional Infrastructure (if any).
15
16          (j)    Subject to clause 14B, the Company shall:
17
18                 (i)     be responsible for the cost of construction and
19                         maintenance of all Private Roads constructed
20                         pursuant to this clause; and
21
22                 (ii)    at its own cost erect signposts and take other
23                         steps that may be reasonable in the
24                         circumstances to prevent any persons and
25                         vehicles (other than those engaged upon the
26                         Company's activities and its invitees and
27                         licensees) from using the Private Roads; and
28
29                 (iii)   at any place where any Private Roads are
30                         constructed by the Company so as to cross any
31                         railways or public roads provide at its cost such
32                         reasonable protection and signposting as may
33                         be required by the Commissioner of Main
34                         Roads or the Public Transport Authority as the
35                         case may be.
36
37          (k)    The provisions of clauses 23(3) and 23(6) regarding
38                 third party access as well as of clause 23(4) shall
39                 apply mutatis mutandis to any Railway or Railway
40                 spur line constructed pursuant to this clause except


                                                                  page 843
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                            that the Company shall not be obliged to transport
 2                            passengers upon any such Railway or Railway spur
 3                            line.
 4
 5                Aboriginal Heritage Act 1972 (WA)
 6
 7                (8)   For the purposes of this clause the Aboriginal Heritage Act
 8                      1972 (WA) applies as if it were modified by:
 9
10                            (a) the insertion before the full stop at the end of
11                            section 18(1) of the words:
12
13                            "and the expression "the Company" means the persons
14                            from time to time comprising "the Company" in their
15                            capacity as such under the agreement ratified by and
16                            scheduled to the Iron Ore (Marillana Creek)
17                            Agreement Act 1991, as from time to time added to,
18                            varied or amended in relation to the use or proposed
19                            use of land pursuant to clause 14C of that agreement
20                            after and in accordance with approved proposals
21                            under clause 14C of that agreement and in relation to
22                            the use of that land before any such approval of
23                            proposals where the Company has the requisite
24                            authority to enter upon and so use the land";
25                      (b)   the insertion in sections 18(2), 18(4), 18(5) and 18(7)
26                            of the words "or the Company as the case may be"
27                            after the words "owner of any land";
28
29                      (c)   the insertion in section 18(3) of the words "or the
30                            Company as the case may be" after the words "the
31                            owner";
32
33                      (d)   the insertion of the following sentences at the end of
34                            section 18(3):
35
36                            "In relation to a notice from the Company the
37                            conditions that the Minister may specify can as
38                            appropriate include, among other conditions, a
39                            condition restricting the Company's use of the relevant
40                            land to after the approval or deemed approval as the


     page 844
       Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                      s. 49



 1                 case may be under the abovementioned agreement of
 2                 all of the Company's submitted initial proposals
 3                 thereunder for the Railway Operation (as defined in
 4                 clause 14C(1) of the abovementioned agreement), or
 5                 in the case of additional proposals submitted or to be
 6                 submitted by the Company to after the approval or
 7                 deemed approval under that agreement of such
 8                 additional proposals, and to the extent so approved.";
 9                 and
10
11           (e)   the insertion in sections 18(2) and 18(5) of the words
12                 "or it as the case may be" after the word "he".
13
14                 The Company acknowledges that nothing in this
15                 subclause (8) nor the granting of any consents under
16                 section 18 of the Aboriginal Heritage Act 1972 (WA)
17                 will constitute or is to be construed as constituting the
18                 approval of any proposals submitted or to be
19                 submitted by the Company under this Agreement or as
20                 the grant or promise of land tenure for the purposes of
21                 this Agreement.
22
23    Taking of land for the purposes of this clause
24
25     (9)   (a)   The State is hereby empowered, as and for a public
26                 work under Parts 9 and 10 of the LAA, to take for the
27                 purposes of this clause any land (other than any part
28                 of a Port) which in the opinion of the Company is
29                 necessary for the relevant Railway Operation and
30                 which the Minister determines is appropriate to be
31                 taken for the relevant Railway Operation (except any
32                 land the taking of which would be contrary to the
33                 provisions of a Government agreement entered into
34                 before the submission of the proposals relating to the
35                 proposed taking) and notwithstanding any other
36                 provisions of that Act may license that land to the
37                 Company.
38
39           (b)   In applying Parts 9 and 10 of the LAA for the
40                 purposes of this clause:


                                                                  page 845
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1
 2                            (i)     "land" in that Act includes a legal or equitable
 3                                    estate or interest in land;
 4
 5                            (ii)    sections 170, 171, 172, 173, 174, 175 and 184
 6                                    of that Act do not apply; and
 7
 8                            (iii)   that Act applies as if it were modified in section
 9                                    177(2) by inserting -
10                                    (A)   after "railway" the following -

11                                          "or land is being taken pursuant to a
12                                          Government agreement as defined in
13                                          section 2 of the Government Agreements
14                                          Act 1979 (WA)"; and

15                                    (B)   after "that Act" the following -

16                                          "or that Agreement as the case may be".
17                     (c)    The Company shall pay to the State on demand the
18                            costs of or incidental to any land taken at the request
19                            of and on behalf of the Company including but not
20                            limited to any compensation payable to any holder of
21                            native title or of native title rights and interests in the
22                            land.
23
24                Notification of Railway Operation Date
25
26                (10) (a)    The Company shall from the date occurring 6 months
27                            before the date for completion of construction of a
28                            Railway specified in its time program for the
29                            commencement and completion of construction of that
30                            Railway submitted under subclause (4)(a), keep the
31                            Minister fully informed as to:
32
33                            (i)     the progress of that construction and its likely
34                                    completion and commissioning; and
35
36                            (ii)    the likely Railway Operation Date.
37



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         Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                           s. 49



 1              (b)    The Company shall on the Railway Operation Date
 2                     notify the Minister that the first carriage of iron ore,
 3                     freight goods or other products as the case may be
 4                     over the Railway (other than for construction or
 5                     commissioning purposes) has occurred.
 6
 7              (c)    The Company shall from the date occurring 6 months
 8                     before the date for completion of construction of a
 9                     Railway spur line specified in its time program for the
10                     commencement and completion of construction of that
11                     spur line submitted under subclause (5)(c) keep the
12                     Minister fully informed as to:
13
14                     (i)      the progress of that construction and its likely
15                              completion and commissioning; and
16
17                     (ii)     in respect of it, the likely Railway spur line
18                              Operation Date.
19
20              (d)    The Company shall on the Railway spur line
21                     Operation Date in respect of any Railway spur line
22                     notify the Minister that the first carriage of iron ore,
23                     freight goods or other products as the case may be
24                     over such spur line (other than for construction or
25                     commissioning purposes) has occurred.";
26
27   (13) by inserting after subclause (3) of clause 18 the following new
28        subclause:
29
30        "(3a) To the extent determined by the Minister and subject to the
31              provisions of the laws from time to time of the said State
32              governing the generation, supply and transmission of
33              electricity, the Company may subject to and in accordance
34              with approved proposals generate transmit and supply
35              electricity for the purpose of supply to:
36
37              (a)          "the Company" or "Joint Venturers" as the case
38                           may be as defined in, and for the purpose of an
39                           Integration Agreement, for its or their purposes
40                           thereunder;


                                                                      page 847
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1
 2                         (b)     the holders from time to time of a Mining Act 1978
 3                                 mining lease located in, or proximate to, the Pilbara
 4                                 region of the said State which is held by a Related
 5                                 Entity alone or with a third party or parties
 6                                 (excluding any mining lease granted pursuant to, or
 7                                 held under, a Government agreement) for the
 8                                 purpose of their iron ore mining operations on that
 9                                 mining lease; and
10
11                         (c)     with the prior approval of the Minister, "the
12                                 Company" or "the Joint Venturers" as the case may
13                                 be as defined in, and for the purpose of a
14                                 Government agreement (excluding an Integration
15                                 Agreement) for the mining of iron ore in, or
16                                 proximate to, the Pilbara region of the said State
17                                 for the purpose of its or their operations under that
18                                 agreement. ";
19
20           (14) by inserting after subclause (2) of clause 22 the following new
21                subclause.
22
23                 "(2a)         The provisions of subclause (1) of this clause shall not
24                               operate so as to require the State to grant or vary, or
25                               cause to be granted or varied, any lease licence or
26                               other right or title until all processes necessary under
27                               any laws relating to native title to enable that grant or
28                               variation to proceed, have been completed";
29
30           (15) by deleting clause 23(5);
31
32           (16) in clause 30(3) (a) by inserting "or held pursuant to this
33                Agreement" after "under or pursuant to this Agreement";
34
35           (17) in clause 31(1) by inserting "or held pursuant to this Agreement"
36                after "granted under or pursuant to this Agreement";
37
38           (18) in clause 34(1)(a)(i) by inserting "granted under or pursuant to this
39                Agreement or held pursuant to this Agreement" after "grant or
40                other title";


     page 848
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         Iron Ore (Marillana Creek) Agreement Act 1991 amended  Part 11

                                                                           s. 49



 1
 2   (19) in clause 34(4) by deleting "occupied by the Company" and
 3        substituting "the subject of any lease licence easement or other title
 4        granted under or pursuant to this Agreement or held pursuant to
 5        this Agreement";
 6
 7   (20) in clause 35(1)(a) by inserting "or held pursuant hereto" after
 8        "granted hereunder or pursuant hereto";
 9
10   (21) in clause 35(2) by inserting "or held pursuant to this Agreement"
11        after "under or pursuant to this Agreement";
12
13   (22) by deleting clause 36; and
14
15   (23) by inserting the following sentence at the end of clause 37:
16
17         "As a separate independent indemnity the Company will indemnify
18         and keep indemnified the State and its servants agents and
19         contractors in respect of all actions suits claims demands or costs
20         of third parties arising out of or in connection with any use, making
21         available for use or other activities of the Company as referred to
22         in clause 14A."; and
23
24   (24) inserting after the Schedule the following new schedules:
25
26
27




                                                                      page 849
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                              " SECOND SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5           IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991
 6
 7                                MINING ACT 1978
 8
 9         MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER
10                           PURPOSES
11
12
13   No.     MISCELLANEOUS LICENCE [ ]
14
15   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
16   and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from
17   time to time added to, varied or amended, the State agreed to grant to [     ]
18   (hereinafter with its successors and permitted assigns called "the Company") a
19   miscellaneous licence for the construction operation and maintenance of a
20   Railway (as defined in clause 14C(1) of the Agreement and otherwise as
21   provided in the Agreement) and, if applicable, other purposes AND WHEREAS
22   the Company pursuant to clause 14C(6)(a) of the Agreement has made
23   application for the said licence;
24
25   NOW in consideration of the rents reserved by and the provisions of the
26   Agreement and in pursuance of the Iron Ore (Marillana Creek) Agreement Act
27   1991, as from time to time added to, varied or amended, the Company is hereby
28   granted by this licence authority to conduct on the land the subject of this
29   licence as more particularly delineated and described from time to time in the
30   Schedule hereto all activities (including the taking of stone, sand, clay and
31   gravel, the provision of temporary accommodation facilities for the railway
32   workforce in accordance with the Agreement and, subject to the Rights in Water
33   and Irrigation Act 1914 (WA), the operation of water bores) necessary for the
34   planning, design, construction, commissioning, operation and maintenance on
35   the land the subject of this licence of the Railway and Additional Infrastructure
36   (as defined in clause 14C(1) of the Agreement) and access roads to be located
37   on the land the subject of this licence in accordance with the provisions of the
38   Agreement and proposals approved under the Agreement, for the term of 50
39   years from the date hereof (subject to the sooner determination of the term upon
40   the determination of the Agreement) and upon and subject to the terms


     page 850
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                 Iron Ore (Marillana Creek) Agreement Act 1991 amended  Part 11

                                                                                s. 49



 1   covenants and conditions set out in the Agreement and the Mining Act 1978 as
 2   it applies to this licence, and any amendments to the Agreement and the Mining
 3   Act 1978 from time to time and to the terms and conditions (if any) now or
 4   hereafter endorsed hereon and the payment of rentals in respect of this licence
 5   in accordance with clause 14C(6)(a)(i) of the Agreement PROVIDED
 6   ALWAYS that this licence shall not be determined or forfeited otherwise than
 7   in accordance with the Agreement.
 8
 9   In this licence:
10
11   -         If the Company be more than one the liability of the Company
12             hereunder shall be joint and several.
13
14   -         Reference to an Act includes all amendments to that Act for the time
15             being in force and also any Act passed in substitution therefore or in
16             lieu thereof and to the regulations and by-laws of the time being in
17             force thereunder.
18
19   -         Reference to "the Agreement" means such agreement as from time to
20             time added to, varied or amended.
21
22   -         The terms "approved proposals", "Railway", "Railway Operation
23             Date", and "Railway spur line" have the meanings given in the
24             Agreement.
25


26   ENDORSEMENTS AND CONDITIONS
27
28   Endorsements
29
30   1.        This licence is granted in accordance with proposals submitted on
31             [ ], and approved by the Minister (as defined in the Agreement) on
32             [ ], under the Agreement.
33
34   2.        The Company is permitted to, in accordance with approved proposals,
35             take stone, sand, clay and gravel from the land the subject of this
36             licence for the construction, operation and maintenance of the Railway
37             (including any Railway spur line) constructed within or approved for
38             construction within the area of land the subject of this licence.



                                                                           page 851
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1   3.         Notwithstanding the Mining Act 1978, no royalty shall be payable
 2              under the Mining Act 1978 in respect of stone, sand, clay and gravel
 3              which the Company is permitted by the Agreement to obtain from the
 4              land the subject of this licence.
 5
 6   4.         [Any further endorsement which the Minister for Mines may,
 7              consistent with the provisions of the Agreement, determines and
 8              thereafter impose in respect of this licence including during the term
 9              of the Agreement.]
10
11   Conditions
12
13   1.         (a)      Except as provided in paragraph (b), the Company shall
14                       within 2 years after the Railway Operation Date surrender in
15                       accordance with the provisions of the Mining Act 1978 the
16                       area of this licence down to a maximum of 100 metres width
17                       or as otherwise approved by the Minister (as defined in the
18                       Agreement) for the safe operation of the Railway then
19                       constructed or approved for construction under approved
20                       proposals.
21
22              (b)      Paragraph (a) shall not apply to land the subject of this
23                       licence that was included in this licence pursuant to clause
24                       14C(6)(h) or clause 14C(6)(i) of the Agreement.
25
26   2.          The Company shall as soon as possible after the construction of a
27               Railway spur line or of an expansion or extension thereof as the case
28               may be surrender in accordance with the Mining Act 1978 the land
29               the subject of this licence that was included in this licence pursuant
30               to clause 14C(6)(h) of the Agreement for the purpose of such
31               construction down to a maximum of 100 metres in width or as
32               otherwise approved by the Minister (as defined in the Agreement) for
33               the safe operation of that Railway spur line or expansion or extension
34               thereof as the case may be then constructed or approved for
35               construction under approved proposals.
36
37   3.         [Any further conditions which the Minister for Mines may, consistent
38              with the provisions of the Agreement, determines and thereafter
39              impose in respect of this licence including during the term of the
40              Agreement.]


     page 852
                     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
               Iron Ore (Marillana Creek) Agreement Act 1991 amended     Part 11

                                                                              s. 49



 1                                    SCHEDULE
 2
 3                                  Land description
 4
 5   Locality:
 6   Mineral Field
 7   Area:
 8
 9   DATED at Perth this                 day of                        .
10
11   MINISTER FOR MINES
12




                                                                           page 853
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                               THIRD SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5           IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991
 6
 7                                MINING ACT 1978
 8
 9      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.     MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
15   and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from
16   time to time added to, varied or amended, the State agreed to grant to [     ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 14C(6)(a)(ii) of the Agreement has made application for the
21   said licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Marillana Creek) Agreement Act
25   1991, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in accordance
28   with the provisions of the Agreement and proposals approved under the
29   Agreement for a term of 4 years commencing on the date hereof (subject to the
30   sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
33   this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 14C(6)(a)(ii) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




     page 854
                    Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                  Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                                s. 49



 1   In this licence:
 2
 3   -         If the Company be more than one the liability of the Company
 4             hereunder shall be joint and several.
 5
 6   -         Reference to an Act includes all amendments to that Act for the time
 7             being in force and also any Act passed in substitution therefore or in
 8             lieu thereof and to the regulations and by-laws of the time being in
 9             force thereunder.
10
11   -         Reference to "the Agreement" means such agreement as from time to
12             time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.        This licence is granted in accordance with proposals submitted on
19             [ ], and approved by the Minister (as defined in the Agreement) on
20             [ ], under the Agreement.
21
22   2.        [Any further endorsement which the Minister for Mines may,
23             consistent with the provisions of the Agreement, determines and
24             thereafter impose in respect of this licence including during the term
25             of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32




                                                                           page 855
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1                                   SCHEDULE
 2
 3                                Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                   day of                       .
10
11   MINISTER FOR MINES
12
13




     page 856
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                                s. 49



 1                              FOURTH SCHEDULE
 2
 3                             WESTERN AUSTRALIA
 4
 5         IRON ORE (MARILLANA CREEK) AGREEMENT ACT 1991
 6
 7                                MINING ACT 1978
 8
 9      MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD
10
11
12   No.   MISCELLANEOUS LICENCE [ ]
13
14   WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by
15   and scheduled to the Iron Ore (Marillana Creek) Agreement Act 1991, as from
16   time to time added to, varied or amended, the State agreed to grant to [      ]
17   (hereinafter with its successors and permitted assigns called "the Company") a
18   miscellaneous licence for the construction use and maintenance of a Lateral
19   Access Road (as defined in the Agreement) AND WHEREAS the Company
20   pursuant to clause 14C(6)(b) of the Agreement has made application for the said
21   licence;
22
23   NOW in consideration of the rents reserved by and the provisions of the
24   Agreement and in pursuance of the Iron Ore (Marillana Creek) Agreement Act
25   1991, as from time to time added to, varied or amended, the Company is hereby
26   authorised to construct use and maintain a road on the land more particularly
27   delineated and described from time to time in the Schedule hereto in accordance
28   with the provisions of the Agreement and proposals approved under the
29   Agreement for a term of 4 years commencing on the date hereof (subject to the
30   sooner determination of the term upon the cessation or determination of the
31   Agreement) and for the purposes and upon and subject to the terms covenants
32   and conditions set out in the Agreement and the Mining Act 1978 as it applies to
33   this licence, and any amendments to the Agreement and the Mining Act 1978
34   from time to time and to the terms and conditions (if any) now or hereafter
35   endorsed hereon and the payment of rentals in respect of this licence in
36   accordance with clause 14C(6)(b) of the Agreement PROVIDED ALWAYS
37   that this licence shall not be determined or forfeited otherwise than in
38   accordance with the Agreement.
39




                                                                           page 857
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1   In this licence:
 2
 3   -          If the Company be more than one the liability of the Company
 4              hereunder shall be joint and several.
 5
 6   -          Reference to an Act includes all amendments to that Act for the time
 7              being in force and also any Act passed in substitution therefore or in
 8              lieu thereof and to the regulations and by-laws of the time being in
 9              force thereunder.
10
11   -          Reference to "the Agreement" means such agreement as from time to
12              time added to, varied or amended.
13


14   ENDORSEMENTS AND CONDITIONS
15
16   Endorsements
17
18   1.         This licence is granted in accordance with proposals submitted on
19              [ ], and approved by the Minister (as defined in the Agreement) on
20              [ ], under the Agreement.
21
22   2.         [Any further endorsement which the Minister for Mines may,
23              consistent with the provisions of the Agreement, determines and
24              thereafter impose in respect of this licence including during the term
25              of the Agreement.]
26
27   Conditions
28
29   [Such conditions which the Minister for Mines may, consistent with the
30   provisions of the Agreement, determines and thereafter impose in respect of the
31   licence, including during the term of the Agreement.]
32




     page 858
                  Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
                Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                               s. 49



 1                                    SCHEDULE
 2
 3                                 Description of land
 4
 5   Locality:
 6   Mineral Field:
 7   Area:
 8
 9   DATED at Perth this                     day of                     .
10
11   MINISTER FOR MINES"
12




                                                                            page 859
     Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
     Part 11        Iron Ore (Marillana Creek) Agreement Act 1991 amended


     s. 49



 1   EXECUTED as a deed.
 2
 3   SIGNED by THE HONOURABLE                             )
 4   COLIN JAMES BARNETT                                  )   [Signature]
 5   in the presence of:                                  )
 6
                [Signature]
             STEPHEN WOOD
 7
 8
 9
10   EXECUTED by BHP BILLITON                         )
11   MINERALS PTY. LTD. ACN 008                       )
12   694 782 in accordance with section               )
13   127(1) of the Corporations Act                   )
14
15
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
16
     STEWART HART                    ROBIN B LEES
     Name of Director                Name of Director/Company Secretary
17
18
19
20   EXECUTED by MITSUI IRON ORE                      )
21   CORPORATION PTY. LTD. ACN                        )
22   050 157 456 in accordance with section           )
23   127(1) of the Corporations Act                   )
24
     [Signature]                     [Signature]
     Signature of Director           Signature of Director/Company Secretary
25
     RYUZO NAKAMURA                  GAVIN PETER PATTERSON
     Name of Director                Name of Director/Company Secretary
26
27




     page 860
                 Iron Ore Agreements Legislation Amendment Bill (No. 2) 2010
               Iron Ore (Marillana Creek) Agreement Act 1991 amended Part 11

                                                                          s. 49



1   Signed by Shuzaburo Tsuchihashi as               )
2   attorney for ITOCHU MINERALS &                   )
3   ENERGY OF AUSTRALIA PTY.                         )
4   LTD. ACN 009 256 259 under power                 )
5   of attorney dated 12 November 2010               )
6   in the presence of:                              )
7
    [Signature]                      [Signature]
    Signature of witness             Shuzaburo Tsuchihashi
8
    YASUSHI FUKUMURA
    Name of witness (print)
9




 


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