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This is a Bill, not an Act. For current law, see the Acts databases.


IRON ORE AGREEMENTS LEGISLATION (AMENDMENT, TERMINATION AND REPEALS) BILL 2011

                     Western Australia


Iron Ore Agreements Legislation (Amendment,
      Termination and Repeals) Bill 2011

                        CONTENTS


        Part 1 -- Preliminary
  1.    Short title                                           3
  2.    Commencement                                          3
        Part 2 -- Iron Ore (Mount Newman)
             Agreement Act 1964 amended
  3.    Act amended                                           4
  4.    Section 2 amended                                     4
  5.    Section 4D inserted                                   4
        4D.      Seventh Variation Agreement             4
  6.    Eighth Schedule inserted                              5
        Eighth Schedule -- Seventh Variation Agreement

        Part 3 -- Iron Ore (Mount
             Goldsworthy) Agreement
             Act 1964 amended
  7.    Act amended                                          22
  8.    Section 3 amended                                    22
  9.    Section 5D inserted                                  22
        5D.      Fifth Variation Agreement              22
  10.   Sixth Schedule inserted                              23




                           251--1                             page i
Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
Bill 2011



Contents


             Sixth Schedule -- Fifth Variation Agreement

             Part 4 -- Iron Ore
                  (Goldsworthy-Nimingarra)
                  Agreement Act 1972 amended
      11.    Act amended                                        43
      12.    Section 2 amended                                  43
      13.    Section 8 inserted                                 43
             8.       Third Variation Agreement            43
      14.    Schedule 4 inserted                                44
             Schedule 4 -- Third Variation Agreement

             Part 5 -- Iron Ore (McCamey's
                  Monster) Agreement
                  Authorisation Act 1972 amended
      15.    Act amended                                        60
      16.    Section 10 inserted                                60
             10.      Fifth Variation Agreement            60
      17.    Schedule 6 inserted                                61
             Schedule 6 -- Fifth Variation Agreement

             Part 6 -- Iron Ore (Marillana Creek)
                  Agreement Act 1991 amended
      18.    Act amended                                        77
      19.    Section 3 amended                                  77
      20.    Section 10 inserted                                77
             10.      Fourth Variation Agreement           77
      21.    Schedule 5 inserted                                78
             Schedule 5 -- Fourth Variation Agreement

             Part 7 -- Port Hedland iron ore
                  processing projects
             Division 1 -- Termination agreement
      22.    Ratification and operation of termination
             agreement                                          96




page ii
Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                            Bill 2011



                                                               Contents


            Division 2 -- Repeal of Acts relating to the Port
                  Hedland iron ore processing projects
    23.     Acts repealed                                        96
            Schedule 1 -- Termination
                agreement




                                                                page iii
                         Western Australia


                   LEGISLATIVE ASSEMBLY



Iron Ore Agreements Legislation (Amendment,
      Termination and Repeals) Bill 2011


                            A Bill for


An Act --
•  to amend these Acts --
     •  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;
and
•  to ratify an agreement between the State and BHP Billiton
    Direct Reduced Iron Pty. Ltd. and others that provides for the
    termination of an agreement made on 16 October 1995 and
    subsequently varied by an agreement made on 11 April 2000,
    between the State and BHP Billiton Direct Reduced Iron Pty.
    Ltd. (under its former name, BHP Direct Reduced Iron Pty.
    Ltd.);




                                                             page 1
Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
Bill 2011




and
•  to repeal these Acts --
    •  the Iron Ore Beneficiation (BHP) Agreement Act 1996;
    •  the Iron Ore - Direct Reduced Iron (BHP) Agreement
       Act 1996;
    •  the Iron Ore Processing (BHP Minerals) Agreement Act 1994.




The Parliament of Western Australia enacts as follows:




page 2
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
                                               Preliminary          Part 1

                                                                        s. 1


1                         Part 1 -- Preliminary
2   1.      Short title
3           This is the Iron Ore Agreements Legislation (Amendment,
4           Termination and Repeals) Act 2011.

5   2.      Commencement
6           This Act comes into operation as follows --
7            (a) Part 1 --on the day on which this Act receives the Royal
8                  Assent (assent day);
9            (b) the rest of the Act -- on the day after assent day.




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     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 3


1           Part 2 -- Iron Ore (Mount Newman) Agreement
2                         Act 1964 amended
3    3.         Act amended
4               This Part amends the Iron Ore (Mount Newman) Agreement
5               Act 1964.
6    4.         Section 2 amended
7         (1)   In section 2 insert in alphabetical order:
8

9                     the Seventh Variation Agreement means the
10                    agreement a copy of which is set out in the Eighth
11                    Schedule;
12

13        (2)   In section 2 in the definition of the Agreement delete "Part 8
14              and the Sixth Variation Agreement;" and insert:
15

16                    Part 8, the Sixth Variation Agreement and the Seventh
17                    Variation Agreement;
18

19   5.         Section 4D inserted
20              After section 4C insert:
21

22          4D.       Seventh Variation Agreement
23              (1)   The Seventh Variation Agreement is ratified.
24              (2)   The implementation of the Seventh Variation
25                    Agreement is authorised.
26              (3)   Without limiting or otherwise affecting the application
27                    of the Government Agreements Act 1979, the Seventh
28                    Variation Agreement is to operate and take effect
29                    despite any other Act or law.
30




     page 4
      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
         Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                       s. 6


1    6.      Eighth Schedule inserted
2            After the Seventh Schedule insert:
3


4           Eighth Schedule -- Seventh Variation Agreement
5                                                                     [s. 2]
6                                     2011

7              THE HONOURABLE COLIN JAMES BARNETT
8           PREMIER OF THE STATE OF WESTERN AUSTRALIA

9                                     AND

10                  BHP BILLITON MINERALS PTY. LTD.
11                              ACN 008 694 782

12                    MITSUI-ITOCHU IRON PTY. LTD.
13                              ACN 008 702 761

14        ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
15                              ACN 009 256 259

16   ________________________________________________________________
17           IRON ORE (MOUNT NEWMAN) AGREEMENT 1964
18                 RATIFIED VARIATION AGREEMENT
19   ________________________________________________________________
20

21

22                             [Solicitor's details]



                                                                    page 5
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
6    State of Western Australia, acting for and on behalf of the said State and
7    instrumentalities thereof from time to time (State)
8    AND
9    BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
10   Georges Square, 225 St Georges Terrace, Perth, Western Australia,
11   MITSUI-ITOCHU IRON PTY. LTD. ACN 008 702 761 of Level 16,
12   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
13   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
14   of Level 22, 221 St Georges Terrace, Perth, Western Australia (Joint
15   Venturers).
16

17   RECITALS:
18   A.       The State and the Joint Venturers are now the parties to the agreement
19            dated 26 August 1964, approved by and scheduled to the Iron Ore
20            (Mount Newman) Agreement Act 1964 and which as subsequently
21            added to, varied or amended is referred to in this Agreement as the
22            "Principal Agreement".
23   B.       The State and the Joint Venturers wish to vary the Principal
24            Agreement.
25

26   THE PARTIES AGREE AS FOLLOWS:
27   1.       Interpretation
28            Subject to the context, the words and expressions used in this
29            Agreement have the same meanings respectively as they have in and
30            for the purpose of the Principal Agreement.



     page 6
          Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                      Bill 2011
             Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                                    s. 6


1    2.          Ratification and Operation
2          (1)   The State shall introduce and sponsor a Bill in the State Parliament of
3                Western Australia prior to 31 December 2011 or such later date as
4                may be agreed between the parties hereto to ratify this Agreement.
5                The State shall endeavour to secure the timely passage of such Bill as
6                an Act.
7          (2)   The provisions of this Agreement other than this clause and clause 1
8                will not come into operation until the day after the day on which the
9                Bill referred to in subclause (1) has been passed by the State
10               Parliament of Western Australia and commences to operate as an Act.
11         (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
12               Act then, unless the parties hereto otherwise agree, this Agreement
13               will then cease and determine and no party hereto will have any claim
14               against any other party hereto with respect to any matter or thing
15               arising out of, done, performed, or omitted to be done or performed
16               under this Agreement.
17         (4)   On the day after the day on which the said Bill commences to operate
18               as an Act all the provisions of this Agreement will operate and take
19               effect despite any enactment or other law.
20   3.          Variation of Principal Agreement
21         The Principal Agreement is varied as follows:
22         (1)   in clause 1 by inserting in the appropriate alphabetical positions the
23               following new definitions:
24               "Eligible Existing Tenure" means:
25               (a)     (i)      a miscellaneous licence or general purpose lease
26                                granted to the Company under the Mining Act 1978;
27                                or
28                       (ii)     a lease or easement granted to the Company under
29                                the LAA,
30                       and not clearly, to the satisfaction of the Minister, granted
31                       under or pursuant to or held pursuant to this Agreement; or
32               (b)     an application by the Company for the grant to it of a
33                       tenement referred to in paragraph (a)(i) (which application

                                                                                page 7
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1                          has not clearly, to the satisfaction of the Minister, been made
2                          under or pursuant to this Agreement) and as the context
3                          requires the tenement granted pursuant to such an
4                          application,
5                 where that tenure was granted or that application was made (as the
6                 case may be) on or before 1 October 2011;
7                 "LAA" means the Land Administration Act 1997 (WA);
8                 "Relevant Land", in relation to Eligible Existing Tenure or Special
9                 Advance Tenure, means the land which is the subject of that Eligible
10                Existing Tenure or Special Advance Tenure, as the case may be;
11                "second variation date" means the date on which clause 3 of the
12                variation agreement made on or about 7 November 2011 between the
13                State and the Company comes into operation;
14                "Special Advance Tenure" means:
15                (a)      a miscellaneous licence or general purpose lease requested
16                         under clause 8(2b) to be granted to the Company under the
17                         Mining Act 1978; or
18                (b)      an easement or a lease requested under clause 8(2b) to be
19                         granted to the Company under the LAA,
20                and as the context requires such tenure if granted;
21          (2)   by inserting after clause 7C the following new clauses:
22                "Community development plan
23                7D.       (1)    In this Clause, the term "community and social
24                                 benefits" includes:
25                                    (a)    assistance with skills development and
26                                           training opportunities to promote work
27                                           readiness and employment for persons
28                                           living in the Pilbara region of the said State;
29                                    (b)    regional development activities in the
30                                           Pilbara region of the said State, including
31                                           partnerships and sponsorships;



     page 8
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
        Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                            s. 6


1                             (c)   contribution to any community projects,
2                                   town services or facilities; and
3                             (d)   a regionally based workforce.
4                    (2)   The Company acknowledges the need for community
5                          and social benefits flowing from this Agreement.
6                    (3)   The Company agrees that:
7                             (a)   it shall prepare a plan which describes the
8                                   Company's      proposed    strategies   for
9                                   achieving community and social benefits in
10                                  connection with its activities under this
11                                  Agreement; and
12                            (b)   the Company shall, not later than 3 months
13                                  after the second variation date, submit to
14                                  the Minister the plan prepared under
15                                  paragraph (a) and confer with the Minister
16                                  in respect of the plan.
17                   (4)   The Minister shall within 2 months after receipt of a
18                         plan submitted under subclause (3)(b), either notify
19                         the Company that the Minister approves the plan as
20                         submitted or notify the Company of changes which
21                         the Minister requires be made to the plan. If the
22                         Company is unwilling to accept the changes which
23                         the Minister requires it shall notify the Minister to
24                         that effect and either party may refer to arbitration
25                         hereunder the question of the reasonableness of the
26                         changes required by the Minister.
27                   (5)   The effect of an award made on an arbitration
28                         pursuant to subclause (4) shall be that the relevant
29                         plan submitted by the Company pursuant to
30                         subclause (3)(b) shall, with such changes required by
31                         the Minister under subclause (4) as the arbitrator
32                         determines to be reasonable (with or without
33                         modification by the arbitrator), be deemed to be the
34                         plan approved by the Minister under this clause.




                                                                         page 9
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1                       (6)   At least 3 months before the anticipated submission
2                             of proposals relating to a proposed development
3                             pursuant to any of Clauses 7A, 9A or 9E, the
4                             Company must, unless the Minister otherwise
5                             requires, give to the Minister information about how
6                             the proposed development may affect the plan
7                             approved or deemed to be approved by the Minister
8                             under this Clause. This obligation operates in
9                             relation to all proposals submitted on or after the date
10                            that is 4 months after the date when a plan is first
11                            approved or deemed to be approved under this
12                            Clause.
13                      (7)   The Company shall at least annually report to the
14                            Minister about the Company's implementation of the
15                            plan approved or deemed to be approved by the
16                            Minister under this Clause.
17                      (8)   At the request of either of them made at any time and
18                            from time to time, the Minister and the Company
19                            shall confer as to any amendments desired to any plan
20                            approved or deemed to be approved by the Minister
21                            under this Clause and may agree to amendment of the
22                            plan or adoption of a new plan. Any such amended
23                            plan or new plan will be deemed to be the plan
24                            approved by the Minister under this Clause in respect
25                            of the development to which it relates.
26                      (9)   During the currency of this Agreement, the Company
27                            shall implement the plan approved or deemed to be
28                            approved by the Minister under this Clause.
29             Local participation plan
30             7E.      (1)   In this Clause, the term "local industry participation
31                            benefits" means:
32                               (a)      the use and training of labour available
33                                        within the said State;
34                               (b)      the use of the services of engineers,
35                                        surveyors, architects and other professional
36                                        consultants, experts, specialists, project


     page 10
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
        Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                              s. 6


1                                   managers and contractors available within
2                                   the said State; and
3                             (c)   the procurement of works, materials, plant,
4                                   equipment and supplies from Western
5                                   Australian suppliers, manufacturers and
6                                   contractors.
7                    (2)   The Company acknowledges the need for local
8                          industry participation benefits flowing from this
9                          Agreement.
10                   (3)   The Company agrees that it shall, not later than
11                         3 months after the second variation date, prepare and
12                         provide to the Minister a plan which contains:
13                            (a)   a clear statement on the strategies which the
14                                  Company will use, and require a third party
15                                  as referred to in subclause (7) to use, to
16                                  maximise the uses and procurement
17                                  referred to in subclause (1);
18                            (b)   detailed information on the procurement
19                                  practices the Company will adopt, and
20                                  require a third party as referred to in
21                                  subclause (7) to adopt, in calling for tenders
22                                  and letting contracts for works, materials,
23                                  plant, equipment and supplies stages in
24                                  relation to a proposed development and
25                                  how such practices will provide fair and
26                                  reasonable opportunity for suitably
27                                  qualified Western Australian suppliers,
28                                  manufacturers and contractors to tender or
29                                  quote for works, materials, plant,
30                                  equipment and supplies;
31                            (c)   detailed information on the methods the
32                                  Company will use, and require a third party
33                                  as referred to in subclause (7) to use, to
34                                  have its respective procurement officers
35                                  promptly introduced to Western Australian
36                                  suppliers, manufacturers and contractors
37                                  seeking such introduction; and

                                                                         page 11
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1                              (d)   details of the communication strategies the
2                                    Company will use, and require a third party
3                                    as referred to in subclause (7) to use, to
4                                    alert Western Australian engineers,
5                                    surveyors, architects and other professional
6                                    consultants, experts, specialists, project
7                                    managers and consultants and Western
8                                    Australian suppliers, manufacturers and
9                                    contractors to services opportunities and
10                                   procurement opportunities respectively as
11                                   referred to in subclause (1).
12                          It is acknowledged by the Company that the strategies
13                          of the Company referred to in subclause (3)(a) will
14                          include strategies of the Company in relation to
15                          supply of services, labour, works, materials, plant,
16                          equipment or supplies for the purposes of this
17                          Agreement.
18                    (4)   At the request of either of them made at any time and
19                          from time to time, the Minister and the Company
20                          shall confer as to any amendments desired to any plan
21                          provided under this clause and may agree to the
22                          amendment of the plan or the provision of a new plan
23                          in substitution for the one previously provided.
24                    (5)   At least 6 months before the anticipated submission
25                          of proposals relating to a proposed development
26                          pursuant to any of Clauses 7A, 9A or 9E, the
27                          Company must, unless the Minister otherwise
28                          requires, give to the Minister information about the
29                          implementation of the plan provided under this
30                          Clause in relation to the proposed development. This
31                          obligation operates in relation to all proposals
32                          submitted on or after the date that is 7 months after
33                          the date when a plan is first provided under this
34                          Clause.
35                    (6)   During the currency of this Agreement the Company
36                          shall implement the plan provided under this Clause.




     page 12
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
        Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                              s. 6


1                     (7)    The Company shall:
2                               (a)   in every contract entered into with a third
3                                     party where the third party has an
4                                     obligation or right to procure the supply of
5                                     services, labour, works, materials, plant,
6                                     equipment or supplies for or in connection
7                                     with a proposed development, ensure that
8                                     the contract contains appropriate provisions
9                                     requiring the third party to undertake
10                                    procurement activities in accordance with
11                                    the plan provided under this Clause; and
12                              (b)   use reasonable endeavours to ensure that
13                                    the third party complies with those
14                                    provisions.";
15    (3)   in clause 8:
16            (a)   by inserting after paragraph (b)(ii) of subclause (1) the
17                  following new paragraph:
18                   "Notwithstanding clause 9C(2)(b)(iv), detailed proposals may
19                   refer to activities on tenure which is proposed to be granted
20                   pursuant to this paragraph (b) as if that tenure was granted
21                   pursuant to this Agreement (but this does not limit the
22                   powers or discretions of the Minister under this Agreement or
23                   the Minister responsible for the administration of any
24                   relevant Act with respect to the grant of the tenure);";
25            (b)   by inserting after subclause (2) the following new subclauses:
26                   "Application for Eligible Existing Tenure to be held
27                   pursuant to this Agreement
28                    (2a)      (a)   The Minister may at the request of the
29                                    Company from time to time made during
30                                    the continuance of this Agreement approve
31                                    Eligible Existing Tenure becoming held
32                                    pursuant to this Agreement on such
33                                    conditions as the Minister sees fit
34                                    (including,   without     limitation  and
35                                    notwithstanding the Mining Act 1978 and


                                                                          page 13
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1                                   the LAA, as to the surrender of land, the
2                                   submission of detailed proposals and the
3                                   variation of the terms and conditions of the
4                                   Eligible Existing Tenure (including for the
5                                   Eligible Existing Tenure to be held
6                                   pursuant to this Agreement and for the
7                                   more efficient use of the Relevant Land))
8                                   and the Minister may from time to time
9                                   vary such conditions in order to extend any
10                                  specified time for the doing of any thing or
11                                  otherwise with the agreement of the
12                                  Company.
13                            (b)   Eligible Existing Tenure the subject of an
14                                  approval by the Minister under this
15                                  subclause will be held by the Company
16                                  pursuant to this Agreement:
17                                     (i)   if the Minister's approval was not
18                                           given subject to conditions, on and
19                                           from the date of the Minister's
20                                           notice of approval;
21                                    (ii)   unless paragraph (iii) applies, if the
22                                           Minister's approval was given
23                                           subject to conditions, on the date
24                                           on which all such conditions have
25                                           been satisfied; and
26                                   (iii)   if the Minister's approval was
27                                           given subject to a condition
28                                           requiring that the Company submit
29                                           detailed proposals in accordance
30                                           with this Agreement, on the later
31                                           of the date on which the Minister
32                                           approves proposals submitted in
33                                           discharge of that specified
34                                           condition and the date upon which
35                                           all other specified conditions have
36                                           been satisfied, but the Company is
37                                           authorised to implement any
38                                           approved proposal to the extent


     page 14
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
        Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                             s. 6


1                                          such implementation is consistent
2                                          with the then terms and conditions
3                                          of the Eligible Existing Tenure
4                                          pending the satisfaction of any
5                                          conditions relating to the variation
6                                          of the terms or conditions of the
7                                          Eligible Existing Tenure. Where
8                                          this paragraph (iii) applies, prior to
9                                          any approval of proposals and
10                                         satisfaction of other conditions, the
11                                         relevant tenure will be treated for
12                                         (but only for) the purposes of
13                                         clause 9C(2)(b)(iv) as tenure held
14                                         pursuant to this Agreement.
15                  Application for Special Advance Tenure to be granted
16                  pursuant to this Agreement
17                  (2b)     Without limiting clause 8(1)(c), the Minister may
18                           at the request of the Company from time to time
19                           made during the continuance of this Agreement
20                           approve Special Advance Tenure being granted to
21                           the Company pursuant to this Agreement if:
22                           (a)   the Company proposes to submit detailed
23                                 proposals under this Agreement (other than
24                                 under clause 9E) to construct works
25                                 installations or facilities on the Relevant
26                                 Land and the Company's request is so far as
27                                 is practicable made, unless the Minister
28                                 approves otherwise, no less than 6 months
29                                 before the submission of those detailed
30                                 proposals; and
31                           (b)   the Minister is satisfied that it is necessary
32                                 and appropriate that Special Advance
33                                 Tenure, rather than tenure granted under or
34                                 pursuant to the other provisions of this
35                                 Agreement, be used for the purposes of the
36                                 proposed works installations or facilities on
37                                 the Relevant Land,



                                                                        page 15
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1                                      and if the Minister does so approve:
2                                      (c)   notwithstanding the Mining Act 1978 or the
3                                            LAA, the appropriate authority or
4                                            instrumentality of the State shall obtain the
5                                            consent of the Minister to the form and
6                                            substance of the Special Advance Tenure
7                                            prior to its grant (which for the avoidance
8                                            of doubt neither the State nor the Minister
9                                            is obliged to cause) to the Company; and
10                                     (d)   if the Company does not submit detailed
11                                           proposals relating to construction of the
12                                           relevant works installations or facilities on
13                                           the Relevant Land within 24 months after
14                                           the date of the Minister's approval or such
15                                           later time subsequently allowed by the
16                                           Minister, or if submitted the Minister does
17                                           not approve such detailed proposals, the
18                                           Special Advance Tenure (if then granted)
19                                           shall be surrendered at the request of the
20                                           Minister.
21                          (2c)       The decisions of the Minister under
22                                     subclauses (2a) and (2b) shall not be referable to
23                                     arbitration and any approval of the Minister under
24                                     this clause shall not in any way limit, prejudice or
25                                     otherwise affect the exercise by the Minister of
26                                     the Minister's powers, or the performance of the
27                                     Minister's obligations, under this Agreement or
28                                     otherwise under the laws from time to time of the
29                                     said State.";
30                  (c)   in subclause (3), by deleting "subclause (2)" and substituting
31                        "subclauses (2), (2a) and (2b)";
32                  (d)   in subclause (3B), by deleting "subclause (1)" and inserting
33                        "subclauses (1), (2a) and (2b)";
34          (4)   in clause 9(2) by:
35                  (a)   in paragraph (a), deleting "allow crossing places for roads
36                        stock and other railways and"; and


     page 16
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
        Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                                 s. 6


1             (b)   inserting after paragraph (a) the following new paragraph:
2                   "Crossings over Railway
3                   (aa)    for the purposes of livestock and infrastructure such
4                           as roads, railways, conveyors, pipelines, transmission
5                           lines and other utilities proposed to cross the land the
6                           subject of the Company's railway the Company shall:
7                               (i)   if applicable, give its consent to, or
8                                     otherwise facilitate the grant by the State or
9                                     any agency, instrumentality or other
10                                    authority of the State of any lease, licence
11                                    or other title over land the subject of the
12                                    Company's railway so long as such grant
13                                    does not in the Minister's opinion unduly
14                                    prejudice or interfere with the activities of
15                                    the Company under this Agreement; and
16                             (ii)   on reasonable terms and conditions allow
17                                    access for the construction and operation of
18                                    such       crossings     and      associated
19                                    infrastructure,
20                          provided that in forming his opinion under this
21                          clause, the Minister must consult with the
22                          Company;";
23            (c)   in paragraph (j), deleting subparagraphs (ii) and (iia) and
24                  substituting the following paragraph:
25                  "(ii)     on fine ore sold or shipped separately as such at the
26                            rate of:
27                             (A)    5.625% of the f.o.b. value, for ore shipped
28                                    prior to or on 30 June 2012;
29                             (B)    6.5% of the f.o.b. value, for ore shipped
30                                    during the period from 1 July 2012 to
31                                    30 June 2013 (inclusive of both dates); and
32                             (C)    7.5% of the f.o.b. value, for ore shipped on
33                                    or after 1 July 2013;"; and



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     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1           (5)   in clause 9E by:
2                   (a)   deleting in subclause (1) ""LAA"              means     the   Land
3                         Administration Act 1997 (WA)";
4                   (b)   inserting after subclause (3)(c) the following new paragraph:
5                         "(d)       Without limiting subclause (9), the Minister may
6                                    waive the requirement under this clause for the
7                                    Company to obtain and to furnish the consent of a
8                                    title holder if the title holder has refused to give the
9                                    required consent and the Minister is satisfied that:
10                                       (i)   the title holder's affected land is or was
11                                             subject to a miscellaneous licence granted
12                                             under the Mining Act 1978 for the purpose
13                                             of a railway to be constructed and operated
14                                             in accordance with this Agreement; and
15                                      (ii)   in the Minister's opinion, the title holder's
16                                             refusal to give the required consent is not
17                                             reasonable in all the circumstances
18                                             including having regard to:
19                                               (A)    the rights of the Company in
20                                                      relation to the affected land as the
21                                                      holder of the miscellaneous
22                                                      licence, relative to its rights as the
23                                                      holder of the sought Special
24                                                      Railway Licence or Lateral Access
25                                                      Road Licence (as the case may be);
26                                                      and
27                                               (B)    the terms of any agreement
28                                                      between the Company and the title
29                                                      holder.";
30                  (c)   deleting in subclause (4)(a) the comma after "the provisions
31                        of this Agreement" and substituting "and"; and
32                  (d)   in subclause (7):
33                           (i)     deleting all words in paragraph (c) after "at the date
34                                   of such inclusion"; and


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       Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                         s. 6


1                  (ii)   inserting after paragraph (k) the following new
2                         paragraph:
3                         "(l)      The provisions of clause 9(2)(aa) shall
4                                   apply mutatis mutandis to any Railway or
5                                   Railway spur line constructed pursuant to
6                                   this clause.".




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     Part 2         Iron Ore (Mount Newman) Agreement Act 1964 amended

     s. 6


1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                  )
4    COLIN JAMES BARNETT in the                )
5    presence of:                              )
6

      [Signature]                             [Signature]
      Signature of witness


      Peter Goodall
      Name of witness
7

8    EXECUTED by BHP BILLITON                  )
9    MINERALS PTY. LTD. ACN 008 694 782        )
10   in accordance with section 127(1) of      )
11   the Corporations Act                      )
12

      [Signature]                             [Signature]
      Signature of Director                   Signature of Secretary


      Uvashni Raman                           Robin Lees
      Full Name                               Full Name
13




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         Iron Ore (Mount Newman) Agreement Act 1964 amended          Part 2

                                                                          s. 6


1    EXECUTED by MITSUI-ITOCHU IRON            )
2    PTY. LTD ACN 008 702 761                  )
3    in accordance with section                )
4    127(1) of the Corporations Act            )
5

     [Signature]                              [Signature]
     Signature of Director                    Signature of Secretary


     Ryuzo Nakamura                           Jiahe He
     Full Name                                Full Name
6

7    SIGNED by Shuzaburo Tsuchihashi           )
8    as attorney for ITOCHU MINERALS &         )
9    ENERGY OF AUSTRALIA PTY. LTD.             )
10   ACN 009 256 259 under power               )
11   of attorney dated 27 October 2011         )
12   in the presence of:                       )
13

     [Signature]                              [Signature]
     Signature of witness                     Signature of Attorney


     Yasushi Fukumura                         Shuzaburo Tsuchihashi
     Name                                     Name
14




                                                                       page 21
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     Part 3         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 7


1         Part 3 -- Iron Ore (Mount Goldsworthy) Agreement
2                        Act 1964 amended
3    7.         Act amended
4               This Part amends the Iron Ore (Mount Goldsworthy) Agreement
5               Act 1964.

6    8.         Section 3 amended
7         (1)   At the end of section 3 insert:
8

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

12        (2)   In section 3 in the definition of the fourth Variation Agreement
13              delete "Schedule." and insert:
14

15              Schedule;
16


17   9.         Section 5D inserted
18              After section 5C insert:
19


20          5D.       Fifth Variation Agreement
21              (1)   The fifth Variation Agreement is ratified.
22              (2)   The implementation of the fifth Variation Agreement is
23                    authorised.
24              (3)   Without limiting or otherwise affecting the application
25                    of the Government Agreements Act 1979, the fifth
26                    Variation Agreement is to operate and take effect
27                    despite any other Act or law.
28




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      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended        Part 3

                                                                      s. 10


1    10.      Sixth Schedule inserted
2             After the Fifth Schedule insert:
3


4              Sixth Schedule -- Fifth Variation Agreement
5                                                                     [s. 3]
6                                       2011

7               THE HONOURABLE COLIN JAMES BARNETT
8            PREMIER OF THE STATE OF WESTERN AUSTRALIA

9                                       AND

10                   BHP BILLITON MINERALS PTY. LTD.
11                               ACN 008 694 782

12              MITSUI IRON ORE CORPORATION PTY. LTD.
13                               ACN 050 157 456

14         ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
15                               ACN 009 256 259

16   ________________________________________________________________
17         IRON ORE (MOUNT GOLDSWORTHY) AGREEMENT 1964
18                 RATIFIED VARIATION AGREEMENT
19   ________________________________________________________________
20

21

22                               [Solicitor's details]



                                                                   page 23
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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     Part 3         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

     s. 10


1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
6    State of Western Australia, acting for and on behalf of the said State and
7    instrumentalities thereof from time to time (State)
8

9    AND
10

11   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
12   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI
13   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16,
14   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
15   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
16   of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia
17   (Joint Venturers).
18

19   RECITALS
20   A.        The State and the Joint Venturers are now the parties to the agreement
21             dated 15 October 1964 approved by and scheduled to the Iron Ore
22             (Mount Goldsworthy) Agreement Act 1964 and which as subsequently
23             added to, varied or amended is referred to in this Agreement as the
24             "Principal Agreement".
25   B.        The State and the Joint Venturers wish to vary the Principal
26             Agreement.
27




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                                                                  Bill 2011
      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended        Part 3

                                                                                  s. 10


1    THE PARTIES AGREE AS FOLLOWS:
2    1.         Intepretation
3               Subject to the context, the words and expressions used in this
4               Agreement have the same meanings respectively as they have in and
5               for the purpose of the Principal Agreement.
6    2.         Ratification and Operation
7         (1)   The State shall introduce and sponsor a Bill in the State Parliament of
8               Western Australia prior to 31 December 2011 or such later date as
9               may be agreed between the parties hereto to ratify this Agreement.
10              The State shall endeavour to secure the timely passage of such Bill as
11              an Act.
12        (2)   The provisions of this Agreement other than this clause and clause 1
13              will not come into operation until the day after the day on which the
14              Bill referred to in subclause (1) has been passed by the State
15              Parliament of Western Australia and commences to operate as an Act.
16        (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
17              Act then, unless the parties hereto otherwise agree, this Agreement
18              will then cease and determine and no party hereto will have any claim
19              against any other party hereto with respect to any matter or thing
20              arising out of, done, performed, or omitted to be done or performed
21              under this Agreement.
22        (4)   On the day after the day on which the said Bill commences to operate
23              as an Act all the provisions of this Agreement will operate and take
24              effect despite any enactment or other law.
25   3.         Variation of Principal Agreement
26        The Principal Agreement is varied as follows:
27        (1)   in clause 1 by inserting in the appropriate alphabetical positions the
28              following new definitions:
29              "Eligible Existing Tenure" means:
30                (a)   (i)     a miscellaneous licence or general purpose lease
31                              granted to the Joint Venturers under the Mining
32                              Act 1978; or



                                                                              page 25
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     s. 10


1                      (ii)    a lease or easement granted to the Joint Venturers
2                              under the LAA,
3                      and not clearly, to the satisfaction of the Minister, granted
4                      under or pursuant to or held pursuant to this Agreement; or
5                (b)   an application by the Joint Venturers for the grant to them of
6                      a tenement referred to in paragraph (a)(i) (which application
7                      has not clearly, to the satisfaction of the Minister, been made
8                      under or pursuant to this Agreement) and as the context
9                      requires the tenement granted pursuant to such an application,
10             where that tenure was granted or that application was made (as the
11             case may be) on or before 1 October 2011;
12             "LAA" means the Land Administration Act 1997 (WA);
13             "Relevant Land", in relation to Eligible Existing Tenure or Special
14             Advance Tenure, means the land which is the subject of that Eligible
15             Existing Tenure or Special Advance Tenure, as the case may be;
16             "second variation date" means the date on which clause 3 of the
17             variation agreement made on or about 7 November 2011 between the
18             State and the Joint Venturers comes into operation;
19             "Special Advance Tenure" means:
20               (a)   a miscellaneous licence or general purpose lease requested
21                     under clause 8(3b) to be granted to the Joint Venturers under
22                     the Mining Act 1978; or
23               (b)   an easement or a lease requested under clause 8(3b) to be
24                     granted to the Joint Venturers under the LAA,
25             and as the context requires such tenure if granted;
26      (2)    by inserting after clause 7C the following new clauses:
27             "Community development plan
28             7D.       (1)   In this Clause, the term "community and social
29                             benefits" includes:
30                                 (a)    assistance with skills development and
31                                        training opportunities to promote work


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                                                                              s. 10


1                                    readiness and employment for persons
2                                    living in the Pilbara region of the said State;
3                             (b)    regional development activities in the
4                                    Pilbara region of the said State, including
5                                    partnerships and sponsorships;
6                             (c)    contribution to any community projects,
7                                    town services or facilities; and
8                             (d)    a regionally based workforce.
9                    (2)   The Joint Venturers acknowledge the need for
10                         community and social benefits flowing from this
11                         Agreement.
12                   (3)   The Joint Venturers agree that:
13                            (a)    they shall prepare a plan which describes
14                                   the Joint Venturers' proposed strategies for
15                                   achieving community and social benefits in
16                                   connection with their activities under this
17                                   Agreement; and
18                            (b)    the Joint Venturers shall, not later than
19                                   3 months after the second variation date,
20                                   submit to the Minister the plan prepared
21                                   under paragraph (a) and confer with the
22                                   Minister in respect of the plan.
23                   (4)   The Minister shall within 2 months after receipt of a
24                         plan submitted under subclause (3)(b), either notify
25                         the Joint Venturers that the Minister approves the
26                         plan as submitted or notify the Joint Venturers of
27                         changes which the Minister requires be made to the
28                         plan. If the Joint Venturers are unwilling to accept
29                         the changes which the Minister requires they shall
30                         notify the Minister to that effect and either party may
31                         refer to arbitration hereunder the question of the
32                         reasonableness of the changes required by the
33                         Minister.
34                   (5)   The effect of an award made on an arbitration
35                         pursuant to subclause (4) shall be that the relevant

                                                                           page 27
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     s. 10


1                           plan submitted by the Joint Venturers pursuant to
2                           subclause (3)(b) shall, with such changes required by
3                           the Minister under subclause (4) as the arbitrator
4                           determines to be reasonable (with or without
5                           modification by the arbitrator), be deemed to be the
6                           plan approved by the Minister under this clause.
7                     (6)   At least 3 months before the anticipated submission
8                           of proposals relating to a proposed development
9                           pursuant to any of Clauses 7A, 9E, 11 or 12, the Joint
10                          Venturers must, unless the Minister otherwise
11                          requires, give to the Minister information about how
12                          the proposed development may affect the plan
13                          approved or deemed to be approved by the Minister
14                          under this Clause. This obligation operates in
15                          relation to all proposals submitted on or after the date
16                          that is 4 months after the date when a plan is first
17                          approved or deemed to be approved under this
18                          Clause.
19                    (7)   The Joint Venturers shall at least annually report to
20                          the   Minister    about the Joint           Venturers'
21                          implementation of the plan approved or deemed to be
22                          approved by the Minister under this Clause.
23                    (8)   At the request of either of them made at any time and
24                          from time to time, the Minister and the Joint
25                          Venturers shall confer as to any amendments desired
26                          to any plan approved or deemed to be approved by
27                          the Minister under this Clause and may agree to
28                          amendment of the plan or adoption of a new plan.
29                          Any such amended plan or new plan will be deemed
30                          to be the plan approved by the Minister under this
31                          Clause in respect of the development to which it
32                          relates.
33                    (9)   During the currency of this Agreement, the Joint
34                          Venturers shall implement the plan approved or
35                          deemed to be approved by the Minister under this
36                          Clause.




     page 28
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                                                                              s. 10


1          Local participation plan
2          7E.      (1)   In this Clause, the term "local industry participation
3                         benefits" means:
4                            (a)      the use and training of labour available
5                                     within the said State;
6                            (b)      the use of the services of engineers,
7                                     surveyors, architects and other professional
8                                     consultants, experts, specialists, project
9                                     managers and contractors available within
10                                    the said State; and
11                           (c)      the procurement of works, materials, plant,
12                                    equipment and supplies from Western
13                                    Australian suppliers, manufacturers and
14                                    contractors.
15                  (2)   The Joint Venturers acknowledge the need for local
16                        industry participation benefits flowing from this
17                        Agreement.
18                  (3)   The Joint Venturers agree that they shall, not later
19                        than 3 months after the second variation date, prepare
20                        and provide to the Minister a plan which contains:
21                           (a)      a clear statement on the strategies which the
22                                    Joint Venturers will use, and require a third
23                                    party as referred to in subclause (7) to use,
24                                    to maximise the uses and procurement
25                                    referred to in subclause (1);
26                           (b)      detailed information on the procurement
27                                    practices the Joint Venturers will adopt, and
28                                    require a third party as referred to in
29                                    subclause (7) to adopt, in calling for tenders
30                                    and letting contracts for works, materials,
31                                    plant, equipment and supplies stages in
32                                    relation to a proposed development and
33                                    how such practices will provide fair and
34                                    reasonable opportunity for suitably
35                                    qualified Western Australian suppliers,


                                                                           page 29
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     s. 10


1                                     manufacturers and contractors to tender or
2                                     quote for works, materials, plant,
3                                     equipment and supplies;
4                              (c)    detailed information on the methods the
5                                     Joint Venturers will use, and require a third
6                                     party as referred to in subclause (7) to use,
7                                     to have its respective procurement officers
8                                     promptly introduced to Western Australian
9                                     suppliers, manufacturers and contractors
10                                    seeking such introduction; and
11                             (d)    details of the communication strategies the
12                                    Joint Venturers will use, and require a third
13                                    party as referred to in subclause (7) to use,
14                                    to alert Western Australian engineers,
15                                    surveyors, architects and other professional
16                                    consultants, experts, specialists, project
17                                    managers and consultants and Western
18                                    Australian suppliers, manufacturers and
19                                    contractors to services opportunities and
20                                    procurement opportunities respectively as
21                                    referred to in subclause (1).
22                          It is acknowledged by the Joint Venturers that the
23                          strategies of the Joint Venturers referred to in
24                          subclause (3)(a) will include strategies of the Joint
25                          Venturers in relation to supply of services, labour,
26                          works, materials, plant, equipment or supplies for the
27                          purposes of this Agreement.
28                    (4)   At the request of either of them made at any time and
29                          from time to time, the Minister and the Joint
30                          Venturers shall confer as to any amendments desired
31                          to any plan provided under this clause and may agree
32                          to the amendment of the plan or the provision of a
33                          new plan in substitution for the one previously
34                          provided.
35                    (5)   At least 6 months before the anticipated submission
36                          of proposals relating to a proposed development
37                          pursuant to any of Clauses 7A, 9E, 11 or 12, the Joint


     page 30
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                                                                                 s. 10


1                           Venturers must, unless the Minister otherwise
2                           requires, give to the Minister information about the
3                           implementation of the plan provided under this
4                           Clause in relation to the proposed development. This
5                           obligation operates in relation to all proposals
6                           submitted on or after the date that is 7 months after
7                           the date when a plan is first provided under this
8                           Clause.
9                     (6)   During the currency of this Agreement the Joint
10                          Venturers shall implement the plan provided under
11                          this Clause.
12                    (7)   The Joint Venturers shall:
13                              (a)   in every contract entered into with a third
14                                    party where the third party has an
15                                    obligation or right to procure the supply of
16                                    services, labour, works, materials, plant,
17                                    equipment or supplies for or in connection
18                                    with a proposed development, ensure that
19                                    the contract contains appropriate provisions
20                                    requiring the third party to undertake
21                                    procurement activities in accordance with
22                                    the plan provided under this Clause; and
23                              (b)   use reasonable endeavours to ensure that
24                                    the third party complies with those
25                                    provisions.";
26    (3)   by inserting after clause 8(2)(b)(ii) the following new paragraph:
27          "notwithstanding clause 9C(2)(b)(iv), detailed proposals may refer to
28          activities on tenure which is proposed to be granted pursuant to this
29          paragraph (b) as if that tenure was granted pursuant to this Agreement
30          (but this does not limit the powers or discretions of the Minister under
31          this Agreement or the Minister responsible for the administration of
32          any relevant Act with respect to the grant of the tenure);";




                                                                           page 31
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     s. 10


1       (4)    by inserting after clause 8(3) the following new subclauses:
2              "Application for Eligible Existing Tenure to be held pursuant to
3              this Agreement
4              (3a)      (a)   The Minister may at the request of the Joint
5                              Venturers from time to time made during the
6                              continuance of this Agreement approve Eligible
7                              Existing Tenure becoming held pursuant to this
8                              Agreement on such conditions as the Minister sees fit
9                              (including, without limitation and notwithstanding the
10                             Mining Act 1978 and the LAA, as to the surrender of
11                             land, the submission of detailed proposals and the
12                             variation of the terms and conditions of the Eligible
13                             Existing Tenure (including for the Eligible Existing
14                             Tenure to be held pursuant to this Agreement and for
15                             the more efficient use of the Relevant Land)) and the
16                             Minister may from time to time vary such conditions
17                             in order to extend any specified time for the doing of
18                             any thing or otherwise with the agreement of the Joint
19                             Venturers.
20                       (b)   Eligible Existing Tenure the subject of an approval by
21                             the Minister under this subclause will be held by the
22                             Joint Venturers pursuant to this Agreement:
23                                 (i)    if the Minister's approval was not given
24                                        subject to conditions, on and from the date
25                                        of the Minister's notice of approval;
26                                (ii)    unless paragraph (iii) applies, if the
27                                        Minister's approval was given subject to
28                                        conditions, on the date on which all such
29                                        conditions have been satisfied; and
30                                (iii)   if the Minister's approval was given subject
31                                        to a condition requiring that the Joint
32                                        Venturers submit detailed proposals in
33                                        accordance with this Agreement, on the
34                                        later of the date on which the Minister
35                                        approves proposals submitted in discharge
36                                        of that specified condition and the date
37                                        upon which all other specified conditions

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                                                                            s. 10


1                                   have been satisfied, but the Joint Venturers
2                                   are authorised to implement any approved
3                                   proposal to the extent such implementation
4                                   is consistent with the then terms and
5                                   conditions of the Eligible Existing Tenure
6                                   pending the satisfaction of any conditions
7                                   relating to the variation of the terms or
8                                   conditions of the Eligible Existing Tenure.
9                                   Where this paragraph (iii) applies, prior to
10                                  any approval of proposals and satisfaction
11                                  of other conditions, the relevant tenure will
12                                  be treated for (but only for) the purposes of
13                                  clause 9C(2)(b)(iv) as tenure held pursuant
14                                  to this Agreement.
15          Application for Special Advance Tenure to be granted pursuant
16          to this Agreement
17          (3b)    Without limiting clause 8(2)(c), the Minister may at the
18                  request of the Joint Venturers from time to time made
19                  during the continuance of this Agreement approve Special
20                  Advance Tenure being granted to the Joint Venturers
21                  pursuant to this Agreement if:
22                   (a)   the Joint Venturers propose to submit detailed
23                         proposals under this Agreement (other than under
24                         clause 9E) to construct works installations or
25                         facilities on the Relevant Land and the Joint
26                         Venturers' request is so far as is practicable made,
27                         unless the Minister approves otherwise, no less than
28                         6 months before the submission of those detailed
29                         proposals; and
30                   (b)   the Minister is satisfied that it is necessary and
31                         appropriate that Special Advance Tenure, rather than
32                         tenure granted under or pursuant to the other
33                         provisions of this Agreement, be used for the
34                         purposes of the proposed works installations or
35                         facilities on the Relevant Land,




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     s. 10


1                        and if the Minister does so approve:
2                        (c)   notwithstanding the Mining Act 1978 or the LAA, the
3                              appropriate authority or instrumentality of the State
4                              shall obtain the consent of the Minister to the form
5                              and substance of the Special Advance Tenure prior to
6                              its grant (which for the avoidance of doubt neither the
7                              State nor the Minister is obliged to cause) to the Joint
8                              Venturers as tenants in common in equal shares; and
9                        (d)   if the Joint Venturers do not submit detailed
10                             proposals relating to construction of the relevant
11                             works installations or facilities on the Relevant Land
12                             within 24 months after the date of the Minister's
13                             approval or such later time subsequently allowed by
14                             the Minister, or if submitted the Minister does not
15                             approve such detailed proposals, the Special Advance
16                             Tenure (if then granted) shall be surrendered at the
17                             request of the Minister.
18             (3c)      The decisions of the Minister under subclauses (3a) and
19                       (3b) shall not be referable to arbitration and any approval of
20                       the Minister under this clause shall not in any way limit,
21                       prejudice or otherwise affect the exercise by the Minister of
22                       the Minister's powers, or the performance of the Minister's
23                       obligations, under this Agreement or otherwise under the
24                       laws from time to time of the said State.";
25      (5)    in subclauses (4) and (4a) of clause 8 by deleting "subclause (2)" and
26             substituting "subclauses (2), (3a) and (3b)";
27      (6)    in clause 8(5) by:
28               (a)   deleting "and" after the semicolon at the end of paragraph (e);
29               (b)   inserting "and" after the semicolon at the end of
30                     paragraph (f); and




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                                                                              s. 10


1             (c)   inserting after paragraph (f) the following new paragraph:
2                   "Reservation of land within the Port of Port Hedland for
3                   leases
4                    (g)    without limiting the State's obligations under
5                           clause 8(2)(b), shall ensure that the land within the
6                           areas coloured red and green on the plan marked 'Plan
7                           D' (initialled by or on behalf of the parties hereto for
8                           the purposes of identification) is reserved until
9                           31 December 2030 for the purposes of the Port
10                          Authority granting from time to time to the Joint
11                          Venturers in accordance with proposals approved or
12                          determined under clauses 7B, 11 or 12 leases of that
13                          reserved land:
14                              (i)   at commercial rental; and
15                             (ii)   upon such other terms and conditions as
16                                    approved by the Minister responsible for
17                                    the Port Authorities Act (acting with the
18                                    concurrence of the Minister) including as to
19                                    the facilitation and allowance on reasonable
20                                    terms and conditions of future crossings of
21                                    the land within the area coloured green on
22                                    the plan marked 'Plan D' so long as such
23                                    crossings do not unduly prejudice or
24                                    interfere with the operations of the Joint
25                                    Venturers under this Agreement,
26                          provided that this obligation to ensure reservation of
27                          the land shall cease:
28                            (iii)   if the Joint Venturers do not submit detailed
29                                    proposals prior to 31 December 2013 (or
30                                    such later date prior to 31 December 2014
31                                    as the Minister may allow) under and in
32                                    accordance with clause 7B, 11 or 12
33                                    relating to the construction of at least a two
34                                    berth wharf facility and associated jetty
35                                    within the area the subject of the
36                                    reservation;


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     s. 10


1                                 (iv)   if a lease or leases are granted to the Joint
2                                        Venturers as contemplated by this clause in
3                                        relation to a two berth wharf facility and
4                                        associated jetty development, in respect of
5                                        the land within the areas coloured red and
6                                        green on the plan marked 'Plan D' that are
7                                        subject to such lease or leases or laterally
8                                        adjacent to the area of the lease or leases;
9                                        and
10                                 (v)   progressively thereafter if a lease is granted
11                                       as contemplated by this clause, or any
12                                       existing lease relating to the wharf facility
13                                       is varied, to accommodate additional
14                                       berths, in respect of the land within the area
15                                       coloured red on the plan marked 'Plan D'
16                                       that is subject to such lease (including as
17                                       varied) or laterally adjacent to the area of
18                                       the lease (including as varied).
19                             The parties agree that clause 24 shall not apply to this
20                             paragraph (g).";
21      (7)    in clause 9(2)(a) by deleting "allow crossing places for roads stock
22             and other railways and also";
23      (8)    by inserting after clause 9(2)(a) the following new paragraph:
24             "Crossings over Railway
25              (aa)   for the purposes of livestock and infrastructure such as roads,
26                     railways, conveyors, pipelines, transmission lines and other
27                     utilities proposed to cross the land the subject of the Joint
28                     Venturers' railway the Joint Venturers shall:
29                       (i)   if applicable, give their consent to, or otherwise
30                             facilitate the grant by the State or any agency,
31                             instrumentality or other authority of the State of any
32                             lease, licence or other title over land the subject of the
33                             Joint Venturers' railway so long as such grant does
34                             not in the Minister's opinion unduly prejudice or
35                             interfere with the activities of the Joint Venturers
36                             under this Agreement; and


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                                                                               s. 10


1                     (ii)   on reasonable terms and conditions allow access for
2                            the construction and operation of such crossings and
3                            associated infrastructure,
4                   provided that in forming his opinion under this clause, the
5                   Minister must consult with the Joint Venturers;";
6     (9)   by deleting clause 9(2)(j)(ii) and substituting the following new
7           subparagraph:
8           "(ii)   on fine ore sold or shipped separately as such at the rate of:
9                     (A)    5.625% of the f.o.b. value, for ore shipped prior to or
10                           on 30 June 2012;
11                    (B)    6.5% of the f.o.b. value, for ore shipped during the
12                           period from 1 July 2012 to 30 June 2013 (inclusive of
13                           both dates); and
14                    (C)    7.5% of the f.o.b. value, for ore shipped on or after
15                           1 July 2013;";
16   (10)   by deleting clause 9(2)(j)(iia);
17   (11)   by inserting after clause 9D the following new clause:
18          "Transfer of rights to section of Goldsworthy-Nimingarra
19           Railway
20          9DA     (1)      The Joint Venturers may as an additional proposal
21                           pursuant to clause 7A propose that they be granted a
22                           lease under the LAA and pursuant to this Agreement
23                           over the section of the railway held pursuant to the
24                           agreement      ratified   by    the     Iron    Ore
25                           (Goldsworthy-Nimingarra) Agreement Act 1972 that
26                           is:
27                           (a)   near the Port of Port Hedland; and
28                           (b)   west of the intersection of that railway with the
29                                 railway constructed pursuant to the agreement
30                                 approved by the Iron Ore (Mount Newman)
31                                 Agreement Act 1964,




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     s. 10


1                                 subject to and conditional upon the Joint Venturers
2                                 (as defined in the former agreement) surrendering
3                                 wholly or in part (and upon such terms as the
4                                 Minister considers reasonable) its lease or leases over
5                                 that section of railway.
6                      (2)    The provisions of clause 7B shall mutatis mutandis
7                             apply to any such additional proposal, except that the
8                             Minister's right to refuse to approve a proposal under
9                             clause 7B(1) does not apply to a proposal
10                            contemplated by this clause.
11                     (3)    The Joint Venturers acknowledge that the lease
12                            referred to in subclause (1) will on reasonable terms
13                            and conditions allow for crossings relating to the
14                            proposed Boodarie industrial estate infrastructure
15                            corridor (including the grant of tenure and rights
16                            reasonably necessary for infrastructure and utilities
17                            proposed to be constructed and operated within such
18                            corridor).";
19     (12)    in clause 9E by:
20               (a)   deleting in subclause (1) ""LAA"              means    the   Land
21                     Administration Act 1997 (WA)";
22               (b)   inserting after subclause (3)(c) the following new paragraph:
23                     "(d)       Without limiting subclause (9), the Minister may
24                                waive the requirement under this clause for the Joint
25                                Venturers to obtain and to furnish the consent of a
26                                title holder if the title holder has refused to give the
27                                required consent and the Minister is satisfied that:
28                                    (i)   the title holder's affected land is or was
29                                          subject to a miscellaneous licence granted
30                                          under the Mining Act 1978 for the purpose
31                                          of a railway to be constructed and operated
32                                          in accordance with this Agreement; and
33                                   (ii)   in the Minister's opinion, the title holder's
34                                          refusal to give the required consent is not



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     Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended        Part 3

                                                                                s. 10


1                                        reasonable in all the        circumstances
2                                        including having regard to
3                                          (A)   the rights of the Joint Venturers in
4                                                relation to the affected land as the
5                                                holders of the miscellaneous
6                                                licence, relative to their rights as
7                                                the holders of the sought Special
8                                                Railway Licence or Lateral Access
9                                                Road Licence (as the case may be);
10                                               and
11                                         (B)   the terms of any agreement
12                                               between the Joint Venturers and
13                                               the title holder.";
14            (c)   deleting in subclause (4)(a) the comma after "the provisions
15                  of this Agreement" and substituting "and"; and
16            (d)   in subclause (7):
17                    (i)      deleting all words in paragraph (c) after "at the date
18                             of such inclusion"; and
19                    (ii)     inserting after paragraph (k) the following new
20                             paragraph:
21                             "(1)     The provisions of clause 9(2)(aa) shall apply
22                                      mutatis mutandis to any Railway or Railway
23                                      spur line constructed pursuant to this
24                                      clause.";
25   (13)   in clause 12 by:
26            (a)   in subclause (1), deleting the definition of "approved
27                  production limit under this clause";
28            (b)   in subclause (5)(a):
29                    (i)      deleting "Subject to subclauses (6) to (9) of this
30                             Clause if" and substituting "If"; and
31                    (ii)     deleting "produce more than the approved production
32                             limit under this Clause or to"; and



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    Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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    Part 3         Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended

    s. 10


1               (c)   deleting subclauses (6), (7), (8) and (9) and substituting the
2                     following new subclause:
3                     "(6)   For the avoidance of doubt, nothing in this clause 12
4                            requires the Joint Venturers to seek or obtain the
5                            Minister's approval or consent (by submitting
6                            proposals or otherwise) to a mere increase in
7                            production limits."; and
8     (14)    by deleting clause 12A.




    page 40
      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
      Iron Ore (Mount Goldsworthy) Agreement Act 1964 amended        Part 3

                                                                         s. 10


1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                  )
4    COLIN JAMES BARNETT                       )
5    in the presence of:                       )
6

     [Signature]                              [Signature]
     Signature of witness


     Peter Goodall
     Name of witness
7

8    EXECUTED by BHP BILLITON                  )
9    MINERALS PTY. LTD. ACN 008 694 782        )
10   in accordance with section 127(1) of      )
11   the Corporations Act                      )
12

     [Signature]                              [Signature]
     Signature of Director                    Signature of Secretary


     Uvashni Raman                            Robin Lees
     Full Name                                Full Name
13




                                                                       page 41
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     s. 10


1    EXECUTED by MITSUI IRON ORE                   )
2    CORPORATION PTY. LTD                          )
3    ACN 050 157 456 in accordance with section    )
4    127(1) of the Corporations Act                )
5

      [Signature]                                 [Signature]
      Signature of Director                       Signature of Secretary


      Ryuzo Nakamura                              Jiahe He
      Full Name                                   Full Name
6

7    SIGNED by Shuzaburo Tsuchihashi               )
8    as attorney for ITOCHU MINERALS &             )
9    ENERGY OF AUSTRALIA PTY. LTD.                 )
10   ACN 009 256 259 under power                   )
11   of attorney dated 27 October 2011             )
12   in the presence of:                           )
13

      [Signature]                                 [Signature]
      Signature of witness                        Signature of Attorney


      Yasushi Fukumura                            Shuzaburo Tsuchihashi
      Name                                        Name
14




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      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
           Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                      amended

                                                                              s. 11


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

6    12.          Section 2 amended
7          (1)    In section 2 insert in alphabetical order:
8

9                       the Third Variation Agreement means the agreement a
10                      copy of which is set out in Schedule 4.
11

12         (2)    In section 2 in the definition of the Second Variation
13                Agreement delete "Schedule 3." and insert:
14

15                Schedule 3;
16


17   13.          Section 8 inserted
18                After section 7 insert:
19


20           8.         Third Variation Agreement
21                (1)   The Third Variation Agreement is ratified.
22                (2)   The implementation of the Third Variation Agreement
23                      is authorised.
24                (3)   Without limiting or otherwise affecting the application
25                      of the Government Agreements Act 1979, the Third
26                      Variation Agreement is to operate and take effect
27                      despite any other Act or law.
28



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     Part 4         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972
                    amended

     s. 14

1    14.        Schedule 4 inserted
2               After Schedule 3 insert:
3


4                  Schedule 4 -- Third Variation Agreement
5                                                                     [s. 2]
6                                          2011

7                 THE HONOURABLE COLIN JAMES BARNETT
8              PREMIER OF THE STATE OF WESTERN AUSTRALIA

9                                          AND

10                     BHP BILLITON MINERALS PTY. LTD.
11                                 ACN 008 694 782

12                MITSUI IRON ORE CORPORATION PTY. LTD.
13                                 ACN 050 157 456

14           ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
15                                 ACN 009 256 259

16   ________________________________________________________________
17     IRON ORE (GOLDSWORTHY-NIMINGARRA) AGREEMENT 1972
18                 RATIFIED VARIATION AGREEMENT
19   ________________________________________________________________
20

21

22                                 [Solicitor's details]


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                                                                      Bill 2011
               Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                          amended

                                                                                  s. 14

1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
6    State of Western Australia, acting for and on behalf of the said State and
7    instrumentalities thereof from time to time (State)
8    AND
9    BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
10   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI
11   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456, of Level 16,
12   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
13   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
14   of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia
15   (Joint Venturers).
16

17   RECITALS:
18   A.          The State and the Joint Venturers are now the parties to the agreement
19               dated 12 April 1972 approved by and scheduled to the Iron Ore
20               (Goldsworthy-Nimingarra) Agreement Act 1972 and which as
21               subsequently added to, varied or amended is referred to in this
22               Agreement as the "Principal Agreement".
23   B.          The State and the Joint Venturers wish to vary the Principal
24               Agreement.
25

26   THE PARTIES AGREE AS FOLLOWS:
27   1.          Interpretation
28               Subject to the context, the words and expressions used in this
29               Agreement have the same meanings respectively as they have in and
30               for the purpose of the Principal Agreement.



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     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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                    amended

     s. 14

1    2.         Ratification and Operation
2         (1)   The State shall introduce and sponsor a Bill in the State Parliament of
3               Western Australia prior to 31 December 2011 or such later date as
4               may be agreed between the parties hereto to ratify this Agreement.
5               The State shall endeavour to secure the timely passage of such Bill as
6               an Act.
7         (2)   The provisions of this Agreement other than this clause and clause 1
8               will not come into operation until the day after the day on which the
9               Bill referred to in subclause (1) has been passed by the State
10              Parliament of Western Australia and commences to operate as an Act.
11        (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
12              Act then, unless the parties hereto otherwise agree, this Agreement
13              will then cease and determine and no party hereto will have any claim
14              against any other party hereto with respect to any matter or thing
15              arising out of, done, performed, or omitted to be done or performed
16              under this Agreement.
17        (4)   On the day after the day on which the said Bill commences to operate
18              as an Act all the provisions of this Agreement will operate and take
19              effect despite any enactment or other law.
20   3.         Variation of Principal Agreement
21        The Principal Agreement is varied as follows:
22        (1)   in clause 1 by inserting in the appropriate alphabetical positions the
23              following new definitions:
24              "Eligible Existing Tenure" means:
25                (a)     (i)    a miscellaneous licence or general purpose lease
26                               granted to the Joint Venturers under the Mining
27                               Act 1978; or
28                        (ii)   a lease or easement granted to the Joint Venturers
29                               under the LAA,
30                      and not clearly, to the satisfaction of the Minister, granted
31                      under or pursuant to or held pursuant to this Agreement; or




     page 46
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          Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                     amended

                                                                                s. 14

1             (b)   an application by the Joint Venturers for the grant to them of
2                   a tenement referred to in paragraph (a)(i) (which application
3                   has not clearly, to the satisfaction of the Minister, been made
4                   under or pursuant to this Agreement) and as the context
5                   requires the tenement granted pursuant to such an application,
6           where that tenure was granted or that application was made (as the
7           case may be) on or before 1 October 2011;
8           "LAA" means the Land Administration Act 1997 (WA);
9           "Relevant Land", in relation to Eligible Existing Tenure or Special
10          Advance Tenure, means the land which is the subject of that Eligible
11          Existing Tenure or Special Advance Tenure, as the case may be;
12          "second variation date" means the date on which clause 3 of the
13          variation agreement made on or about 7 November 2011 between the
14          State and the Joint Venturers comes into operation;
15          "Special Advance Tenure" means:
16            (a)   a miscellaneous licence or general purpose lease requested
17                  under clause 11(5b) to be granted to the Joint Venturers under
18                  the Mining Act 1978; or
19            (b)   an easement or a lease requested under clause 11(5b) to be
20                  granted to the Joint Venturers under the LAA,
21          and as the context requires such tenure if granted;
22    (2)   by inserting after clause 8B the following new clauses:
23          "Community development plan
24          8C.       (1)   In this Clause, the term "community and social
25                          benefits" includes:
26                              (a)    assistance with skills development and
27                                     training opportunities to promote work
28                                     readiness and employment for persons
29                                     living in the Pilbara region of the said State;
30                              (b)    regional development activities in the
31                                     Pilbara region of the said State, including
32                                     partnerships and sponsorships;

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                    amended

     s. 14

1                              (c)    contribution to any community projects,
2                                     town services or facilities; and
3                              (d)    a regionally based workforce.
4                     (2)   The Joint Venturers acknowledge the need for
5                           community and social benefits flowing from this
6                           Agreement.
7                     (3)   The Joint Venturers agree that:
8                              (a)    they shall prepare a plan which describes
9                                     the Joint Venturers' proposed strategies for
10                                    achieving community and social benefits in
11                                    connection with their activities under this
12                                    Agreement; and
13                             (b)    the Joint Venturers shall, not later than
14                                    3 months after the second variation date,
15                                    submit to the Minister the plan prepared
16                                    under paragraph (a) and confer with the
17                                    Minister in respect of the plan.
18                    (4)   The Minister shall within 2 months after receipt of a
19                          plan submitted under subclause (3)(b), either notify
20                          the Joint Venturers that the Minister approves the
21                          plan as submitted or notify the Joint Venturers of
22                          changes which the Minister requires be made to the
23                          plan. If the Joint Venturers are unwilling to accept
24                          the changes which the Minister requires they shall
25                          notify the Minister to that effect and either party may
26                          refer to arbitration hereunder the question of the
27                          reasonableness of the changes required by the
28                          Minister.
29                    (5)   The effect of an award made on an arbitration
30                          pursuant to subclause (4) shall be that the relevant
31                          plan submitted by the Joint Venturers pursuant to
32                          subclause (3)(b) shall, with such changes required by
33                          the Minister under subclause (4) as the arbitrator
34                          determines to be reasonable (with or without
35                          modification by the arbitrator), be deemed to be the
36                          plan approved by the Minister under this clause.

     page 48
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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                                                     amended

                                                                              s. 14

1                    (6)   At least 3 months before the anticipated submission
2                          of proposals relating to a proposed development
3                          pursuant to Clauses 8 or 16C, the Joint Venturers
4                          must, unless the Minister otherwise requires, give to
5                          the Minister information about how the proposed
6                          development may affect the plan approved or deemed
7                          to be approved by the Minister under this Clause.
8                          This obligation operates in relation to all proposals
9                          submitted on or after the date that is 4 months after
10                         the date when a plan is first approved or deemed to be
11                         approved under this Clause.
12                   (7)   The Joint Venturers shall at least annually report to
13                         the   Minister    about the Joint           Venturers'
14                         implementation of the plan approved or deemed to be
15                         approved by the Minister under this Clause.
16                   (8)   At the request of either of them made at any time and
17                         from time to time, the Minister and the Joint
18                         Venturers shall confer as to any amendments desired
19                         to any plan approved or deemed to be approved by
20                         the Minister under this Clause and may agree to
21                         amendment of the plan or adoption of a new plan.
22                         Any such amended plan or new plan will be deemed
23                         to be the plan approved by the Minister under this
24                         Clause in respect of the development to which it
25                         relates.
26                   (9)   During the currency of this Agreement, the Joint
27                         Venturers shall implement the plan approved or
28                         deemed to be approved by the Minister under this
29                         Clause.
30          Local participation plan
31          8D.      (1)   In this Clause, the term "local industry participation
32                         benefits" means:
33                            (a)      the use and training of labour available
34                                     within the said State;
35                            (b)      the use of the services of engineers,
36                                     surveyors, architects and other professional

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                    amended

     s. 14

1                                    consultants, experts, specialists, project
2                                    managers and contractors available within
3                                    the said State; and
4                              (c)   the procurement of works, materials, plant,
5                                    equipment and supplies from Western
6                                    Australian suppliers, manufacturers and
7                                    contractors.
8                     (2)   The Joint Venturers acknowledge the need for local
9                           industry participation benefits flowing from this
10                          Agreement.
11                    (3)   The Joint Venturers agree that they shall, not later
12                          than 3 months after the second variation date, prepare
13                          and provide to the Minister a plan which contains:
14                             (a)   a clear statement on the strategies which the
15                                   Joint Venturers will use, and require a third
16                                   party as referred to in subclause (7) to use,
17                                   to maximise the uses and procurement
18                                   referred to in subclause (1);
19                             (b)   detailed information on the procurement
20                                   practices the Joint Venturers will adopt, and
21                                   require a third party as referred to in
22                                   subclause (7) to adopt, in calling for tenders
23                                   and letting contracts for works, materials,
24                                   plant, equipment and supplies stages in
25                                   relation to a proposed development and
26                                   how such practices will provide fair and
27                                   reasonable opportunity for suitably
28                                   qualified Western Australian suppliers,
29                                   manufacturers and contractors to tender or
30                                   quote for works, materials, plant,
31                                   equipment and supplies;
32                             (c)   detailed information on the methods the
33                                   Joint Venturers will use, and require a third
34                                   party as referred to in subclause (7) to use,
35                                   to have its respective procurement officers
36                                   promptly introduced to Western Australian


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                                                     amended

                                                                             s. 14

1                                    suppliers, manufacturers and contractors
2                                    seeking such introduction; and
3                             (d)    details of the communication strategies the
4                                    Joint Venturers will use, and require a third
5                                    party as referred to in subclause (7) to use,
6                                    to alert Western Australian engineers,
7                                    surveyors, architects and other professional
8                                    consultants, experts, specialists, project
9                                    managers and consultants and Western
10                                   Australian suppliers, manufacturers and
11                                   contractors to services opportunities and
12                                   procurement opportunities respectively as
13                                   referred to in subclause (1).
14                         It is acknowledged by the Joint Venturers that the
15                         strategies of the Joint Venturers referred to in
16                         subclause (3)(a) will include strategies of the Joint
17                         Venturers in relation to supply of services, labour,
18                         works, materials, plant, equipment or supplies for the
19                         purposes of this Agreement.
20                   (4)   At the request of either of them made at any time and
21                         from time to time, the Minister and the Joint
22                         Venturers shall confer as to any amendments desired
23                         to any plan provided under this clause and may agree
24                         to the amendment of the plan or the provision of a
25                         new plan in substitution for the one previously
26                         provided.
27                   (5)   At least 6 months before the anticipated submission
28                         of proposals relating to a proposed development
29                         pursuant to Clauses 8 or 16C, the Joint Venturers
30                         must, unless the Minister otherwise requires, give to
31                         the Minister information about the implementation of
32                         the plan provided under this Clause in relation to the
33                         proposed development. This obligation operates in
34                         relation to all proposals submitted on or after the date
35                         that is 7 months after the date when a plan is first
36                         provided under this Clause.



                                                                          page 51
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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                    amended

     s. 14

1                        (6)   During the currency of this Agreement the Joint
2                              Venturers shall implement the plan provided under
3                              this Clause.
4                        (7)   The Joint Venturers shall:
5                                  (a)   in every contract entered into with a third
6                                        party where the third party has an
7                                        obligation or right to procure the supply of
8                                        services, labour, works, materials, plant,
9                                        equipment or supplies for or in connection
10                                       with a proposed development, ensure that
11                                       the contract contains appropriate provisions
12                                       requiring the third party to undertake
13                                       procurement activities in accordance with
14                                       the plan provided under this Clause; and
15                                 (b)   use reasonable endeavours to ensure that
16                                       the third party complies with those
17                                       provisions.";
18      (3)    by inserting after clause 11(3) the following new subclause:
19             "(3a)   Notwithstanding clause 16A(2)(b)(iv), detailed proposals
20                     may refer to activities on tenure which is proposed to be
21                     granted pursuant to subclause (1) as if that tenure was granted
22                     pursuant to this Agreement (but this does not limit the powers
23                     or discretions of the Minister under this Agreement or the
24                     Minister responsible for the administration of any relevant
25                     Act with respect to the grant of the tenure).";
26      (4)    by inserting after clause 11(5) the following new subclauses:
27             "Application for Eligible Existing Tenure to be held pursuant to
28             this Agreement
29             (5a)    (a)     The Minister may at the request of the Joint
30                             Venturers from time to time made during the
31                             continuance of this Agreement approve Eligible
32                             Existing Tenure becoming held pursuant to this
33                             Agreement on such conditions as the Minister sees fit
34                             (including, without limitation and notwithstanding the
35                             Mining Act 1978 and the LAA, as to the surrender of

     page 52
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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          Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                     amended

                                                                           s. 14

1                         land, the submission of detailed proposals and the
2                         variation of the terms and conditions of the Eligible
3                         Existing Tenure (including for the Eligible Existing
4                         Tenure to be held pursuant to this Agreement and for
5                         the more efficient use of the Relevant Land)) and the
6                         Minister may from time to time vary such conditions
7                         in order to extend any specified time for the doing of
8                         any thing or otherwise with the agreement of the Joint
9                         Venturers.
10                  (b)   Eligible Existing Tenure the subject of an approval by
11                        the Minister under this subclause will be held by the
12                        Joint Venturers pursuant to this Agreement:
13                            (i)   if the Minister's approval was not given
14                                  subject to conditions, on and from the date
15                                  of the Minister's notice of approval;
16                           (ii)   unless paragraph (iii) applies, if the
17                                  Minister's approval was given subject to
18                                  conditions, on the date on which all such
19                                  conditions have been satisfied; and
20                          (iii)   if the Minister's approval was given subject
21                                  to a condition requiring that the Joint
22                                  Venturers submit detailed proposals in
23                                  accordance with this Agreement, on the
24                                  later of the date on which the Minister
25                                  approves proposals submitted in discharge
26                                  of that specified condition and the date
27                                  upon which all other specified conditions
28                                  have been satisfied, but the Joint Venturers
29                                  are authorised to implement any approved
30                                  proposal to the extent such implementation
31                                  is consistent with the then terms and
32                                  conditions of the Eligible Existing Tenure
33                                  pending the satisfaction of any conditions
34                                  relating to the variation of the terms or
35                                  conditions of the Eligible Existing Tenure.
36                                  Where this paragraph (iii) applies, prior to
37                                  any approval of proposals and satisfaction


                                                                       page 53
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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     Part 4         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972
                    amended

     s. 14

1                                       of other conditions, the relevant tenure will
2                                       be treated for (but only for) the purposes of
3                                       clause 16A(2)(b)(iv) as tenure held
4                                       pursuant to this Agreement.
5              Application for Special Advance Tenure to be granted pursuant
6              to this Agreement
7              (5b)   Without limiting clause 11(4), the Minister may at the
8                     request of the Joint Venturers from time to time made during
9                     the continuance of this Agreement approve Special Advance
10                    Tenure being granted to the Joint Venturers pursuant to this
11                    Agreement if:
12                      (a)   the Joint Venturers propose to submit detailed
13                            proposals under this Agreement (other than under
14                            clause 16C) to construct works installations or
15                            facilities on the Relevant Land and the Joint
16                            Venturers' request is so far as is practicable made,
17                            unless the Minister approves otherwise, no less than
18                            6 months before the submission of those detailed
19                            proposals; and
20                     (b)    the Minister is satisfied that it is necessary and
21                            appropriate that Special Advance Tenure, rather than
22                            tenure granted under or pursuant to the other
23                            provisions of this Agreement, be used for the
24                            purposes of the proposed works installations or
25                            facilities on the Relevant Land,
26                     and if the Minister does so approve:
27                      (c)   notwithstanding the Mining Act 1978 or the LAA, the
28                            appropriate authority or instrumentality of the State
29                            shall obtain the consent of the Minister to the form
30                            and substance of the Special Advance Tenure prior to
31                            its grant (which for the avoidance of doubt neither the
32                            State nor the Minister is obliged to cause) to the Joint
33                            Venturers as tenants in common in equal shares; and
34                     (d)    if the Joint Venturers do not submit detailed
35                            proposals relating to construction of the relevant
36                            works installations or facilities on the Relevant Land

     page 54
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
          Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                     amended

                                                                                   s. 14

1                              within 24 months after the date of the Minister's
2                              approval or such later time subsequently allowed by
3                              the Minister, or if submitted the Minister does not
4                              approve such detailed proposals, the Special Advance
5                              Tenure (if then granted) shall be surrendered at the
6                              request of the Minister.
7           (5c)    The decisions of the Minister under subclauses (5a) and (5b)
8                   shall not be referable to arbitration and any approval of the
9                   Minister under this clause shall not in any way limit,
10                  prejudice or otherwise affect the exercise by the Minister of
11                  the Minister's powers, or the performance of the Minister's
12                  obligations, under this Agreement or otherwise under the
13                  laws from time to time of the said State.";
14    (5)   in clause 11 by:
15            (a)   deleting in subclause (6) "subclause (5)" and substituting
16                  "subclauses (5), (5a) and (5b); and
17            (b)   deleting in subclause (6a) "and (4)" and substituting ", (4),
18                  (5a) and (5b)";
19    (6)   in clause 12A by deleting " allow crossing places for roads stock and
20          other railways and also";
21    (7)   by inserting after clause 12A the following new clause:
22          "Crossings over Railway
23          12B.     For the purposes of livestock and infrastructure such as
24                   roads, railways, conveyors, pipelines, transmission lines and
25                   other utilities proposed to cross the land the subject of the
26                   railway of the Joint Venturers, the Joint Venturers shall:
27                    (a)      if applicable, give their consent to, or otherwise
28                             facilitate the grant by the State or any agency,
29                             instrumentality or other authority of the State of any
30                             lease, licence or other title over land the subject of the
31                             railway so long as such grant does not in the
32                             Minister's opinion unduly prejudice or interfere with
33                             the activities of the Joint Venturers under this
34                             Agreement; and


                                                                                page 55
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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     Part 4         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972
                    amended

     s. 14

1                        (b)   on reasonable terms and conditions allow access for
2                              the construction and operation of such crossings and
3                              associated infrastructure,
4                      provided that in forming his opinion under this clause, the
5                      Minister must consult with the Joint Venturers.";
6       (8)    by inserting after clause 16B the following new clause:
7              "Transfer of rights to section of Goldsworthy-Nimingarra
8              Railway
9              16BA. The Joint Venturers may surrender their lease or leases over
10                   the section of the railway held pursuant to this Agreement
11                   that is described in clause 9DA of the agreement approved
12                   by the Iron Ore (Mount Goldsworthy) Agreement Act 1964
13                   in accordance with and as contemplated by that clause.";
14      (9)    in clause 16C by:
15               (a)   deleting in subclause (1) ""LAA"           means    the   Land
16                     Administration Act 1997 (WA)";
17               (b)   inserting after subclause (3)(c) the following new paragraph:
18                     "(d)    Without limiting subclause (9), the Minister may
19                             waive the requirement under this clause for the Joint
20                             Venturers to obtain and to furnish the consent of a
21                             title holder if the title holder has refused to give the
22                             required consent and the Minister is satisfied that:
23                                 (i)    the title holder's affected land is or was
24                                        subject to a miscellaneous licence granted
25                                        under the Mining Act 1978 for the purpose
26                                        of a railway to be constructed and operated
27                                        in accordance with this Agreement; and
28                                 (ii)   in the Minister's opinion, the title holder's
29                                        refusal to give the required consent is not
30                                        reasonable in all the circumstances
31                                        including having regard to:
32                                          (A)   the rights of the Joint Venturers in
33                                                relation to the affected land as the


     page 56
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
          Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                     amended

                                                                                s. 14

1                                                holders of the miscellaneous
2                                                licence, relative to their rights as
3                                                the holders of the sought Special
4                                                Railway Licence or Lateral Access
5                                                Road Licence (as the case may be);
6                                                and
7                                          (B)   the terms of any agreement
8                                                between the Joint Venturers and
9                                                title holder.";
10            (c)    deleting in subclause (4)(a) the comma after "the provisions
11                   of this Agreement" and substituting "and"; and
12            (d)    in subclause (7):
13                     (i)   deleting all words in paragraph (c) after "at the date
14                           of such inclusion"; and
15                    (ii)   inserting after paragraph (k) the following new
16                           paragraph:
17                           "(l)        The provisions of clause 12B shall apply
18                                       mutatis mutandis to any Railway or
19                                       Railway spur line constructed pursuant to
20                                       this clause."; and
21   (10)   by deleting clause 33(1)(ii) and substituting the following paragraph:
22           "(ii)   on fine ore sold or shipped separately as such at the rate of:
23                    (A)    5.625% of the f.o.b. value, for ore shipped prior to or
24                           on 30 June 2012;
25                    (B)    6.5% of the f.o.b. value, for ore shipped during the
26                           period from 1 July 2012 to 30 June 2013 (inclusive of
27                           both dates); and
28                    (C)    7.5% of the f.o.b. value, for ore shipped on or after
29                           1 July 2013;".
30




                                                                             page 57
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 4         Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972
                    amended

     s. 14

1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                  )
4    COLIN JAMES BARNETT in the                )
5    presence of:                              )
6

      [Signature]                             [Signature]
      Signature of witness


      Peter Goodall
      Name of witness
7

8    EXECUTED by BHP BILLITON                  )
9    MINERALS PTY. LTD. ACN 008 694 782        )
10   in accordance with section 127(1) of      )
11   the Corporations Act                      )
12

      [Signature]                             [Signature]
      Signature of Director                   Signature of Secretary


      Uvashni Raman                           Robin Lees
      Full Name                               Full Name
13




     page 58
      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
           Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972      Part 4
                                                      amended

                                                                             s. 14

1    EXECUTED by MITSUI IRON ORE                   )
2    CORPORATION PTY. LTD                          )
3    ACN 050 157 456 in accordance with section    )
4    127(1) of the Corporations Act                )
5

      [Signature]                                 [Signature]
      Signature of Director                       Signature of Secretary


      Ryuzo Nakamura                              Jiahe He
      Full Name                                   Full Name
6

7    SIGNED by Shuzaburo Tsuchihashi               )
8    as attorney for ITOCHU MINERALS &             )
9    ENERGY OF AUSTRALIA PTY. LTD.                 )
10   ACN 009 256 259 under power                   )
11   of attorney dated 27 October 2011             )
12   in the presence of:                           )
13

      [Signature]                                 [Signature]
      Signature of witness                        Signature of Attorney


      Yasushi Fukumura                            Shuzaburo Tsuchihashi
      Name                                        Name
14




                                                                           page 59
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 5         Iron Ore (McCamey's Monster) Agreement Authorisation Act
                    1972 amended

     s. 15


1      Part 5 -- Iron Ore (McCamey's Monster) Agreement
2               Authorisation Act 1972 amended
3    15.           Act amended
4                  This Part amends the Iron Ore (McCamey's Monster)
5                  Agreement Authorisation Act 1972.

6    16.           Section 10 inserted
7                  After section 9 insert:
8


9            10.         Fifth Variation Agreement
10                 (1)   The agreement (fifth Variation Agreement) a copy of
11                       which is set out in Schedule 6 is ratified.
12                 (2)   The implementation of the fifth Variation Agreement is
13                       authorised.
14                 (3)   Without limiting or otherwise affecting the application
15                       of the Government Agreements Act 1979, the fifth
16                       Variation Agreement is to operate and take effect
17                       despite any other Act or law.
18




     page 60
      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
       Iron Ore (McCamey's Monster) Agreement Authorisation Act      Part 5
                                               1972 amended

                                                                      s. 17

1    17.     Schedule 6 inserted
2            After Schedule 5 insert:
3


4               Schedule 6 -- Fifth Variation Agreement
5                                                                    [s. 10]
6                                       2011

7              THE HONOURABLE COLIN JAMES BARNETT
8          PREMIER OF THE STATE OF WESTERN AUSTRALIA

9                                       AND

10                BHP IRON ORE (JIMBLEBAR) PTY. LTD.
11                              ACN 009 114 210

12   ________________________________________________________________
13         IRON ORE (McCAMEY'S MONSTER) AGREEMENT 1972
14                 RATIFIED VARIATION AGREEMENT
15   ________________________________________________________________
16

17

18

19

20

21                              [Solicitor's details]




                                                                   page 61
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 5         Iron Ore (McCamey's Monster) Agreement Authorisation Act
                    1972 amended

     s. 17

1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
6    State of Western Australia, acting for and on behalf of the said State and
7    instrumentalities thereof from time to time (State)
8    AND
9    BHP IRON ORE (JIMBLEBAR) PTY. LTD. ACN 009 114 210 of Level 17,
10   St Georges Square, 225 St Georges Terrace, Perth, Western Australia
11   (Company).
12

13   RECITALS:
14   A.         The State and the Company are now the parties to the agreement
15              authorised by and scheduled to the Iron Ore (McCamey's Monster)
16              Agreement Authorisation Act 1972 and which as subsequently added
17              to, varied or amended is referred to in this Agreement as the
18              "Principal Agreement".
19   B.         The State and the Company wish to vary the Principal Agreement.
20

21   THE PARTIES AGREE AS FOLLOWS:
22   1.         Interpretation
23              Subject to the context, the words and expressions used in this
24              Agreement have the same meanings respectively as they have in and
25              for the purpose of the Principal Agreement.
26   2.         Ratification and Operation
27        (1)   The State shall introduce and sponsor a Bill in the State Parliament of
28              Western Australia prior to 31 December 2011 or such later date as
29              may be agreed between the parties hereto to ratify this Agreement.


     page 62
          Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                      Bill 2011
           Iron Ore (McCamey's Monster) Agreement Authorisation Act      Part 5
                                                   1972 amended

                                                                                   s. 17

1                The State shall endeavour to secure the timely passage of such Bill as
2                an Act.

3          (2)   The provisions of this Agreement other than this clause and clause 1
4                will not come into operation until the day after the day on which the
5                Bill referred to in subclause (1) has been passed by the State
6                Parliament of Western Australia and commences to operate as an Act.

7          (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
8                Act then, unless the parties hereto otherwise agree, this Agreement
9                will then cease and determine and no party hereto will have any claim
10               against any other party hereto with respect to any matter or thing
11               arising out of, done, performed, or omitted to be done or performed
12               under this Agreement.

13         (4)   On the day after the day on which the said Bill commences to operate
14               as an Act all the provisions of this Agreement will operate and take
15               effect despite any enactment or other law.

16   3.          Variation of Principal Agreement
17         The Principal Agreement is varied as follows:

18         (1)   in clause 1 by inserting in the appropriate alphabetical positions the
19               following new definitions:
20               "Eligible Existing Tenure" means:
21                 (a)   (i)     a miscellaneous licence or general purpose lease
22                               granted to the Joint Venturers under the Mining
23                               Act 1978; or
24                       (ii)    a lease or easement granted to the Joint Venturers
25                               under the LAA;
26                       and not clearly, to the satisfaction of the Minister, granted
27                       under or pursuant to or held pursuant to this Agreement; or
28                 (b)   an application by the Joint Venturers for the grant to them of
29                       a tenement referred to in paragraph (a)(i) (which application
30                       has not clearly, to the satisfaction of the Minister, been made



                                                                               page 63
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
     Bill 2011
     Part 5         Iron Ore (McCamey's Monster) Agreement Authorisation Act
                    1972 amended

     s. 17

1                      under or pursuant to this Agreement) and as the context
2                      requires the tenement granted pursuant to such an application,
3              where that tenure was granted or that application was made (as the
4              case may be) on or before 1 October 2011;
5              "LAA" means the Land Administration Act 1997 (WA);
6              "Relevant Land", in relation to Eligible Existing Tenure or Special
7              Advance Tenure, means the land which is the subject of that Eligible
8              Existing Tenure or Special Advance Tenure, as the case may be;
9              "second variation date" means the date on which clause 3 of the
10             variation agreement made on or about 7 November 2011 between the
11             State and the Joint Venturers comes into operation;
12             "Special Advance Tenure" means:
13               (a)   a miscellaneous licence or general purpose lease requested
14                     under clause 13(2b) to be granted to the Joint Venturers under
15                     the Mining Act 1978; or
16               (b)   an easement or a lease requested under clause 13(2b) to be
17                     granted to the Joint Venturers under the LAA,
18             and as the context requires such tenure if granted;
19      (2)    in clause 9 by:
20               (a)   in subclause (1):
21                        (i)    deleting "Subject to Clause 11A, if" and substituting
22                               "If"; and
23                       (ii)    deleting ", 11A"; and
24               (b)   in subclause (6), deleting "or Clause 11A";




     page 64
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
      Iron Ore (McCamey's Monster) Agreement Authorisation Act      Part 5
                                              1972 amended

                                                                               s. 17

1     (3)   by inserting after clause 9B the following new clauses:
2           "Community development plan
3           9BA.      (1)   In this Clause, the term "community and social
4                           benefits" includes:
5                               (a)   assistance with skills development and
6                                     training opportunities to promote work
7                                     readiness and employment for persons
8                                     living in the Pilbara region of the said State;
9                               (b)   regional development activities in the
10                                    Pilbara region of the said State, including
11                                    partnerships and sponsorships;
12                              (c)   contribution to any community projects,
13                                    town services or facilities; and
14                              (d)   a regionally based workforce.
15                    (2)   The Joint Venturers acknowledge the need for
16                          community and social benefits flowing from this
17                          Agreement.
18                    (3)   The Joint Venturers agree that:
19                              (a)   they shall prepare a plan which describes
20                                    the Joint Venturers' proposed strategies for
21                                    achieving community and social benefits in
22                                    connection with their activities under this
23                                    Agreement; and
24                              (b)   the Joint Venturers shall, not later than
25                                    3 months after the second variation date,
26                                    submit to the Minister the plan prepared
27                                    under paragraph (a) and confer with the
28                                    Minister in respect of the plan.
29                    (4)   The Minister shall within 2 months after receipt of a
30                          plan submitted under subclause (3)(b), either notify
31                          the Joint Venturers that the Minister approves the
32                          plan as submitted or notify the Joint Venturers of
33                          changes which the Minister requires be made to the


                                                                            page 65
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
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     Part 5         Iron Ore (McCamey's Monster) Agreement Authorisation Act
                    1972 amended

     s. 17

1                            plan. If the Joint Venturers are unwilling to accept
2                            the changes which the Minister requires they shall
3                            notify the Minister to that effect and either party may
4                            refer to arbitration hereunder the question of the
5                            reasonableness of the changes required by the
6                            Minister.
7                      (5)   The effect of an award made on an arbitration
8                            pursuant to subclause (4) shall be that the relevant
9                            plan submitted by the Joint Venturers pursuant to
10                           subclause (3)(b) shall, with such changes required by
11                           the Minister under subclause (4) as the arbitrator
12                           determines to be reasonable (with or without
13                           modification by the arbitrator), be deemed to be the
14                           plan approved by the Minister under this clause.
15                     (6)   At least 3 months before the anticipated submission
16                           of proposals relating to a proposed development
17                           pursuant to Clauses 9 or 11E, the Joint Venturers
18                           must, unless the Minister otherwise requires, give to
19                           the Minister information about how the proposed
20                           development may affect the plan approved or deemed
21                           to be approved by the Minister under this Clause.
22                           This obligation operates in relation to all proposals
23                           submitted on or after the date that is 4 months after
24                           the date when a plan is first approved or deemed to be
25                           approved under this Clause.
26                     (7)   The Joint Venturers shall at least annually report to
27                           the   Minister    about the Joint           Venturers'
28                           implementation of the plan approved or deemed to be
29                           approved by the Minister under this Clause.
30                     (8)   At the request of either of them made at any time and
31                           from time to time, the Minister and the Joint
32                           Venturers shall confer as to any amendments desired
33                           to any plan approved or deemed to be approved by
34                           the Minister under this Clause and may agree to
35                           amendment of the plan or adoption of a new plan.
36                           Any such amended plan or new plan will be deemed
37                           to be the plan approved by the Minister under this


     page 66
     Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                 Bill 2011
      Iron Ore (McCamey's Monster) Agreement Authorisation Act      Part 5
                                              1972 amended

                                                                               s. 17

1                          Clause in respect of the development to which it
2                          relates.
3                    (9)   During the currency of this Agreement, the Joint
4                          Venturers shall implement the plan approved or
5                          deemed to be approved by the Minister under this
6                          Clause.
7           Local participation plan
8           9BB.     (1)   In this Clause, the term "local industry participation
9                          benefits" means:
10                            (a)      the use and training of labour available
11                                     within the said State;
12                            (b)      the use of the services of engineers,
13                                     surveyors, architects and other professional
14                                     consultants, experts, specialists, project
15                                     managers and contractors available within
16                                     the said State; and
17                            (c)      the procurement of works, materials, plant,
18                                     equipment and supplies from Western
19                                     Australian suppliers, manufacturers and
20                                     contractors.
21                   (2)   The Joint Venturers acknowledge the need for local
22                         industry participation benefits flowing from this
23                         Agreement.
24                   (3)   The Joint Venturers agree that they shall, not later
25                         than 3 months after the second variation date, prepare
26                         and provide to the Minister a plan which contains:
27                            (a)      a clear statement on the strategies which the
28                                     Joint Venturers will use, and require a third
29                                     party as referred to in subclause (7) to use,
30                                     to maximise the uses and procurement
31                                     referred to in subclause (1);
32                            (b)      detailed information on the procurement
33                                     practices the Joint Venturers will adopt, and
34                                     require a third party as referred to in

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     s. 17

1                                     subclause (7) to adopt, in calling for tenders
2                                     and letting contracts for works, materials,
3                                     plant, equipment and supplies stages in
4                                     relation to a proposed development and
5                                     how such practices will provide fair and
6                                     reasonable opportunity for suitably
7                                     qualified Western Australian suppliers,
8                                     manufacturers and contractors to tender or
9                                     quote for works, materials, plant,
10                                    equipment and supplies;
11                              (c)   detailed information on the methods the
12                                    Joint Venturers will use, and require a third
13                                    party as referred to in subclause (7) to use,
14                                    to have its respective procurement officers
15                                    promptly introduced to Western Australian
16                                    suppliers, manufacturers and contractors
17                                    seeking such introduction; and
18                              (d)   details of the communication strategies the
19                                    Joint Venturers will use, and require a third
20                                    party as referred to in subclause (7) to use,
21                                    to alert Western Australian engineers,
22                                    surveyors, architects and other professional
23                                    consultants, experts, specialists, project
24                                    managers and consultants and Western
25                                    Australian suppliers, manufacturers and
26                                    contractors to services opportunities and
27                                    procurement opportunities respectively as
28                                    referred to in subclause (1).
29                           It is acknowledged by the Joint Venturers that the
30                           strategies of the Joint Venturers referred to in
31                           subclause (3)(a) will include strategies of the Joint
32                           Venturers in relation to supply of services, labour,
33                           works, materials, plant, equipment or supplies for the
34                           purposes of this Agreement.
35                     (4)   At the request of either of them made at any time and
36                           from time to time, the Minister and the Joint
37                           Venturers shall confer as to any amendments desired


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                                                                             s. 17

1                          to any plan provided under this clause and may agree
2                          to the amendment of the plan or the provision of a
3                          new plan in substitution for the one previously
4                          provided.
5                    (5)   At least 6 months before the anticipated submission
6                          of proposals relating to a proposed development
7                          pursuant to Clauses 9 or 11E, the Joint Venturers
8                          must, unless the Minister otherwise requires, give to
9                          the Minister information about the implementation of
10                         the plan provided under this Clause in relation to the
11                         proposed development. This obligation operates in
12                         relation to all proposals submitted on or after the date
13                         that is 7 months after the date when a plan is first
14                         provided under this Clause.
15                   (6)   During the currency of this Agreement the Joint
16                         Venturers shall implement the plan provided under
17                         this Clause.
18                   (7)   The Joint Venturers shall:
19                             (a)    in every contract entered into with a third
20                                    party where the third party has an
21                                    obligation or right to procure the supply of
22                                    services, labour, works, materials, plant,
23                                    equipment or supplies for or in connection
24                                    with a proposed development, ensure that
25                                    the contract contains appropriate provisions
26                                    requiring the third party to undertake
27                                    procurement activities in accordance with
28                                    the plan provided under this Clause; and
29                             (b)    use reasonable endeavours to ensure that
30                                    the third party complies with those
31                                    provisions.";
32    (4)   by deleting clause 11A;
33    (5)   in clause 11B(4) by deleting "clauses 9 or 11A as the case may be"
34          and substituting "clause 9";



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     s. 17

1       (6)    in clause 11C(2)(a) by deleting "clauses 11A or" and substituting
2              "clause";
3       (7)    in clause 11E by:
4                (a)   deleting in subclause (1) ""LAA"           means    the   Land
5                      Administration Act 1997 (WA)";
6                (b)   inserting after subclause (3)(c) the following new paragraph:
7                       "(d)   Without limiting subclause (9), the Minister may
8                              waive the requirement under this clause for the Joint
9                              Venturers to obtain and to furnish the consent of a
10                             title holder if the title holder has refused to give the
11                             required consent and the Minister is satisfied that:
12                                 (i)    the title holder's affected land is or was
13                                        subject to a miscellaneous licence granted
14                                        under the Mining Act 1978 for the purpose
15                                        of a railway to be constructed and operated
16                                        in accordance with this Agreement; and
17                                 (ii)   in the Minister's opinion, the title holder's
18                                        refusal to give the required consent is not
19                                        reasonable in all the circumstances
20                                        including having regard to:
21                                          (A)   the rights of the Joint Venturers in
22                                                relation to the affected land as the
23                                                holders of the miscellaneous
24                                                licence, relative to their rights as
25                                                the holders of the sought Special
26                                                Railway Licence or Lateral Access
27                                                Road Licence (as the case may be);
28                                                and
29                                          (B)   the terms of any agreement
30                                                between the Joint Venturers and
31                                                the the title holder.";
32               (c)   deleting in subclause (4)(a) the comma after "the provisions
33                     of this Agreement" and substituting "and"; and



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                                                                                s. 17

1             (d)   in subclause (7):
2                     (i)      deleting all words in paragraph (c) after "at the date
3                              of such inclusion"; and
4                     (ii)     inserting after paragraph (k) the following new
5                              paragraph:
6                              "(l)     The provisions of clause 19(2aa) shall
7                                       apply mutatis mutandis to any Railway or
8                                       Railway spur line constructed pursuant to
9                                       this clause.";
10    (8)   in clause 13 by:
11            (a)   inserting at the end of subclause (1) the following new
12                  paragraph:
13                  "Notwithstanding clause 11C(2)(b)(iv), detailed proposals
14                  may refer to activities on tenure which is proposed to be
15                  granted pursuant to this subclause as if that tenure was
16                  granted pursuant to this Agreement (but this does not limit
17                  the powers or discretions of the Minister under this
18                  Agreement or the Minister responsible for the administration
19                  of any relevant Act with respect to the grant of the tenure).";
20            (b)   renumbering subclause (2a) as subclause (2d) and inserting
21                  the following new subclauses before the renumbered
22                  subclause (2d):
23                   "Application for Eligible Existing Tenure to be held
24                   pursuant to this Agreement
25                   (2a)      (a)      The Minister may at the request of the Joint
26                                      Venturers from time to time made during
27                                      the continuance of this Agreement approve
28                                      Eligible Existing Tenure becoming held
29                                      pursuant to this Agreement on such
30                                      conditions as the Minister sees fit
31                                      (including,   without     limitation    and
32                                      notwithstanding the Mining Act 1978 and
33                                      the LAA, as to the surrender of land, the
34                                      submission of detailed proposals and the


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     s. 17

1                                    variation of the terms and conditions of the
2                                    Eligible Existing Tenure (including for the
3                                    Eligible Existing Tenure to be held
4                                    pursuant to this Agreement and for the
5                                    more efficient use of the Relevant Land))
6                                    and the Minister may from time to time
7                                    vary such conditions in order to extend any
8                                    specified time for the doing of any thing or
9                                    otherwise with the agreement of the Joint
10                                   Venturers.
11                           (b)     Eligible Existing Tenure the subject of an
12                                   approval by the Minister under this
13                                   subclause will be held by the Joint
14                                   Venturers pursuant to this Agreement:
15                                      (i)    if the Minister's approval was not
16                                             given subject to conditions, on and
17                                             from the date of the Minister's
18                                             notice of approval;
19                                     (ii)    unless paragraph (iii) applies, if the
20                                             Minister's approval was given
21                                             subject to conditions, on the date
22                                             on which all such conditions have
23                                             been satisfied; and
24                                     (iii)   if the Minister's approval was
25                                             given subject to a condition
26                                             requiring that the Joint Venturers
27                                             submit detailed proposals in
28                                             accordance with this Agreement,
29                                             on the later of the date on which
30                                             the Minister approves proposals
31                                             submitted in discharge of that
32                                             specified condition and the date
33                                             upon which all other specified
34                                             conditions have been satisfied, but
35                                             the Joint Venturers are authorised
36                                             to implement any approved
37                                             proposal to the extent such


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                                                                           s. 17

1                                          implementation is consistent with
2                                          the then terms and conditions of
3                                          the Eligible Existing Tenure
4                                          pending the satisfaction of any
5                                          conditions relating to the variation
6                                          of the terms or conditions of the
7                                          Eligible Existing Tenure. Where
8                                          this paragraph (iii) applies, prior to
9                                          any approval of proposals and
10                                         satisfaction of other conditions, the
11                                         relevant tenure will be treated for
12                                         (but only for) the purposes of
13                                         clause 11C(2)(b)(iv) as tenure held
14                                         pursuant to this Agreement.
15                  Application for Special Advance Tenure to be granted
16                  pursuant to this Agreement
17                 (2b)   The Minister may at the request of the Joint
18                        Venturers from time to time made during the
19                        continuance of this Agreement approve Special
20                        Advance Tenure being granted to the Joint Venturers
21                        pursuant to this Agreement if:
22                           (a)   the Joint Venturers propose to submit
23                                 detailed proposals under this Agreement
24                                 (other than under clause 11E) to construct
25                                 works installations or facilities on the
26                                 Relevant Land and the Joint Venturers'
27                                 request is so far as is practicable made,
28                                 unless the Minister approves otherwise, no
29                                 less than 6 months before the submission of
30                                 those detailed proposals; and
31                           (b)   the Minister is satisfied that it is necessary
32                                 and appropriate that Special Advance
33                                 Tenure, rather than tenure granted under or
34                                 pursuant to the other provisions of this
35                                 Agreement, be used for the purposes of the
36                                 proposed works installations or facilities on
37                                 the Relevant Land,


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     s. 17

1                              and if the Minister does so approve:
2                                    (c)   notwithstanding the Mining Act 1978 or the
3                                          LAA, the appropriate authority or
4                                          instrumentality of the State shall obtain the
5                                          consent of the Minister to the form and
6                                          substance of the Special Advance Tenure
7                                          prior to its grant (which for the avoidance
8                                          of doubt neither the State nor the Minister
9                                          is obliged to cause) to the Joint Venturers;
10                                         and
11                                   (d)   if the Joint Venturers do not submit detailed
12                                         proposals relating to construction of the
13                                         relevant works installations or facilities on
14                                         the Relevant Land within 24 months after
15                                         the date of the Minister's approval or such
16                                         later time subsequently allowed by the
17                                         Minister, or if submitted the Minister does
18                                         not approve such detailed proposals, the
19                                         Special Advance Tenure (if then granted)
20                                         shall be surrendered at the request of the
21                                         Minister.
22                      (2c)   The decisions of the Minister under subclauses (2a)
23                             and (2b) shall not be referable to arbitration and any
24                             approval of the Minister under this clause shall not in
25                             any way limit, prejudice or otherwise affect the
26                             exercise by the Minister of the Minister's powers, or
27                             the performance of the Minister's obligations, under
28                             this Agreement or otherwise under the laws from time
29                             to time of the said State.";
30               (c)   in the renumbered subclause (2d), deleting "and (2)" and
31                     inserting ", (2), (2a) and (2b)";
32      (9)    in clause 19(2) by:
33               (a)   deleting all words in subclause (2) after "other railways
34                     which now exist"; and




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                                                                              s. 17

1             (b)   inserting after subclause (2) the following new subclause:
2                   "Crossings over Railway
3                   (2aa)   For the purposes of livestock and infrastructure such
4                           as roads, railways, conveyors, pipelines, transmission
5                           lines and other utilities proposed to cross the land the
6                           subject of the Joint Venturers' said railway the Joint
7                           Venturers shall:
8                              (a)    if applicable, give their consent to, or
9                                     otherwise facilitate the grant by the State or
10                                    any agency, instrumentality or other
11                                    authority of the State of any lease, licence
12                                    or other title over land the subject of the
13                                    said railway so long as such grant does not
14                                    in the Minister's opinion unduly prejudice
15                                    or interfere with the activities of the Joint
16                                    Venturers under this Agreement; and
17                             (b)    on reasonable terms and conditions allow
18                                    access for the construction and operation of
19                                    such       crossings     and      associated
20                                    infrastructure,
21                          provided that in forming his opinion under this
22                          clause, the Minister must consult with the Joint
23                          Venturers;"; and
24   (10)   in clause 31(1), by deleting paragraphs (aa) and (ab) and substituting
25          the following paragraph:
26                  "(ab)   on iron ore products being fine ore where such fine
27                          ore is sold or shipped separately as such - at the rate
28                          of:
29                              (i)   5.625% of the f.o.b. value, for ore shipped
30                                    prior to or on 30 June 2012;
31                             (ii)   6.5% of the f.o.b. value, for ore shipped
32                                    during the period from 1 July 2012 to
33                                    30 June 2013 (inclusive of both dates); and
34                            (iii)   7.5% of the f.o.b. value, for ore shipped on
35                                    or after 1 July 2013;".

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     s. 17

1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                    )
4    COLIN JAMES BARNETT                         )
5    in the presence of:                         )
6

      [Signature]                               [Signature]
      Signature of witness


      Peter Goodall
      Name of witness
7

8    EXECUTED by BHP IRON ORE                    )
9    (JIMBLEBAR) PTY LTD                         )
10   ACN 009 114 210                             )
11   in accordance with section 127(1) of        )
12   the Corporations Act                        )
13

      [Signature]                               [Signature]
      Signature of Director                     Signature of Secretary


      Uvashni Raman                             Robin Lees
      Full Name                                 Full Name
14




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                                                                                 s. 18


1           Part 6 -- Iron Ore (Marillana Creek) Agreement
2                         Act 1991 amended
3    18.           Act amended
4                  This Part amends the Iron Ore (Marillana Creek) Agreement
5                  Act 1991.

6    19.           Section 3 amended
7          (1)     At the end of section 3 insert:
8

9                        Fourth Variation Agreement means the agreement a
10                       copy of which is set out in Schedule 5.
11

12         (2)     In section 3 in the definition of Third Variation Agreement
13                 delete "Schedule 4." and insert:
14

15                 Schedule 4;
16


17   20.           Section 10 inserted
18                 After section 9 insert:
19


20           10.         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.
28




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     s. 21


1    21.        Schedule 5 inserted
2               After Schedule 4 insert:
3


4                 Schedule 5 -- Fourth Variation Agreement
5                                                                     [s. 3]
6                                          2011

7                 THE HONOURABLE COLIN JAMES BARNETT
8              PREMIER OF THE STATE OF WESTERN AUSTRALIA

9                                          AND

10                     BHP BILLITON MINERALS PTY. LTD.
11                                 ACN 008 694 782

12           ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
13                                 ACN 009 256 259

14                MITSUI IRON ORE CORPORATION PTY. LTD.
15                                 ACN 050 157 456

16   ________________________________________________________________
17             IRON ORE (MARILLANA CREEK) AGREEMENT 1991
18                 RATIFIED VARIATION AGREEMENT
19   ________________________________________________________________
20

21

22                                 [Solicitor's Details]



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                                                                                  s. 21


1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the
6    State of Western Australia, acting for and on behalf of the said State and
7    instrumentalities thereof from time to time (State)
8    AND
9    BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
10   Georges Square, 225 St Georges Terrace, Perth, Western Australia, ITOCHU
11   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
12   of Level 22, 221 St Georges Terrace, Perth, Western Australia and MITSUI
13   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 24,
14   221 St Georges Terrace, Perth, Western Australia (Joint Venturers).
15

16   RECITALS:
17   A.          The State and the Joint Venturers are now the parties to the agreement
18               dated 20 December 1990 ratified by and scheduled to the Iron Ore
19               (Marillana Creek) Agreement Act 1991 and which as subsequently
20               added to, varied or amended is referred to in this Agreement as the
21               "Principal Agreement".
22   B.          The State and the Joint Venturers wish to vary the Principal
23               Agreement.
24

25   THE PARTIES AGREE AS FOLLOWS:
26   1.          Interpretation
27               Subject to the context, the words and expressions used in this
28               Agreement have the same meanings respectively as they have in and
29               for the purpose of the Principal Agreement.




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     s. 21


1    2.         Ratification and Operation
2         (1)   The State shall introduce and sponsor a Bill in the State Parliament of
3               Western Australia prior to 31 December 2011 or such later date as
4               may be agreed between the parties hereto to ratify this Agreement.
5               The State shall endeavour to secure the timely passage of such Bill as
6               an Act.
7         (2)   The provisions of this Agreement other than this clause and clause 1
8               will not come into operation until the day after the day on which the
9               Bill referred to in subclause (1) has been passed by the State
10              Parliament of Western Australia and commences to operate as an Act.
11        (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
12              Act then, unless the parties hereto otherwise agree, this Agreement
13              will then cease and determine and no party hereto will have any claim
14              against any other party hereto with respect to any matter or thing
15              arising out of, done, performed, or omitted to be done or performed
16              under this Agreement.
17        (4)   On the day after the day on which the said Bill commences to operate
18              as an Act all the provisions of this Agreement will operate and take
19              effect despite any enactment or other law.
20   3.         Variation of Principal Agreement
21        The Principal Agreement is varied as follows:
22        (1)   in clause 1 by inserting in the appropriate alphabetical positions the
23              following new definitions:
24              "Eligible Existing Tenure" means:
25              (a)     (i)       a miscellaneous licence or general purpose lease
26                                granted to the Company under the Mining Act; or
27                      (ii)      a lease or easement granted to the Company under
28                                the LAA,
29                       and not clearly, to the satisfaction of the Minister, granted
30                       under or pursuant to or held pursuant to this Agreement; or
31              (b)      an application by the Company for the grant to it of a
32                       tenement referred to in paragraph (a)(i) (which application
33                       has not clearly, to the satisfaction of the Minister, been made

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                                                                                s. 21


1                    under or pursuant to this Agreement) and as the context
2                    requires the tenement granted pursuant to such an
3                    application,
4           where that tenure was granted or that application was made (as the
5           case may be) on or before 1 October 2011;
6           "LAA " means the Land Administration Act 1997 (WA);
7           "Relevant Land", in relation to Eligible Existing Tenure or Special
8           Advance Tenure, means the land which is the subject of that Eligible
9           Existing Tenure or Special Advance Tenure, as the case may be;
10          "second variation date" means the date on which clause 3 of the
11          variation agreement made on or about 7 November 2011 between the
12          State and the Company comes into operation;
13          "Special Advance Tenure" means:
14          (a)      a miscellaneous licence or general purpose lease requested
15                   under clause 22(2b) to be granted to the Company under the
16                   Mining Act; or
17          (b)      an easement or a lease requested under clause 22(2b) to be
18                   granted to the Company under the LAA,
19          and as the context requires such tenure if granted;
20    (2)   in clause 10(1) by deleting "produce more than 5,500,000 tonnes of
21          iron ore per annum for transportation from the mining lease or to";
22    (3)   by inserting after clause 10B the following new clauses:
23          "Community development plan
24          10C.      (1)   In this Clause, the term "community and social
25                          benefits" includes:
26                              (a)    assistance with skills development and
27                                     training opportunities to promote work
28                                     readiness and employment for persons
29                                     living in the Pilbara region of the said State;
30                              (b)    regional development activities in the
31                                     Pilbara region of the said State, including
32                                     partnerships and sponsorships;

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     s. 21


1                              (c)   contribution to any community projects,
2                                    town services or facilities; and
3                              (d)   a regionally based workforce.
4                     (2)   The Company acknowledges the need for community
5                           and social benefits flowing from this Agreement.
6                     (3)   The Company agrees that:
7                              (a)   it shall prepare a plan which describes the
8                                    Company's      proposed    strategies   for
9                                    achieving community and social benefits in
10                                   connection with its activities under this
11                                   Agreement; and
12                             (b)   the Company shall, not later than 3 months
13                                   after the second variation date, submit to
14                                   the Minister the plan prepared under
15                                   paragraph (a) and confer with the Minister
16                                   in respect of the plan.
17                    (4)   The Minister shall within 2 months after receipt of a
18                          plan submitted under subclause (3)(b), either notify
19                          the Company that the Minister approves the plan as
20                          submitted or notify the Company of changes which
21                          the Minister requires be made to the plan. If the
22                          Company is unwilling to accept the changes which
23                          the Minister requires it shall notify the Minister to
24                          that effect and either party may refer to arbitration
25                          hereunder the question of the reasonableness of the
26                          changes required by the Minister.
27                    (5)   The effect of an award made on an arbitration
28                          pursuant to subclause (4) shall be that the relevant
29                          plan submitted by the Company pursuant to
30                          subclause (3)(b) shall, with such changes required by
31                          the Minister under subclause (4) as the arbitrator
32                          determines to be reasonable (with or without
33                          modification by the arbitrator), be deemed to be the
34                          plan approved by the Minister under this clause.




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                                                                             s. 21


1                    (6)   At least 3 months before the anticipated submission
2                          of proposals relating to a proposed development
3                          pursuant to any of Clauses 10, 11 or 14C, the
4                          Company must, unless the Minister otherwise
5                          requires, give to the Minister information about how
6                          the proposed development may affect the plan
7                          approved or deemed to be approved by the Minister
8                          under this Clause. This obligation operates in
9                          relation to all proposals submitted on or after the date
10                         that is 4 months after the date when a plan is first
11                         approved or deemed to be approved under this
12                         Clause.
13                   (7)   The Company shall at least annually report to the
14                         Minister about the Company's implementation of the
15                         plan approved or deemed to be approved by the
16                         Minister under this Clause.
17                   (8)   At the request of either of them made at any time and
18                         from time to time, the Minister and the Company
19                         shall confer as to any amendments desired to any plan
20                         approved or deemed to be approved by the Minister
21                         under this Clause and may agree to amendment of the
22                         plan or adoption of a new plan. Any such amended
23                         plan or new plan will be deemed to be the plan
24                         approved by the Minister under this Clause in respect
25                         of the development to which it relates.
26                   (9)   During the currency of this Agreement, the Company
27                         shall implement the plan approved or deemed to be
28                         approved by the Minister under this Clause.
29         Local participation plan
30         10D.     (1)    In this Clause, the term "local industry participation
31                         benefits" means:
32                             (a)    the use and training of labour available
33                                    within the said State;
34                             (b)    the use of the services of engineers,
35                                    surveyors, architects and other professional
36                                    consultants, experts, specialists, project


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1                                    managers and contractors available within
2                                    the said State; and
3                              (c)   the procurement of works, materials, plant,
4                                    equipment and supplies from Western
5                                    Australian suppliers, manufacturers and
6                                    contractors.
7                     (2)   The Company acknowledges the need for local
8                           industry participation benefits flowing from this
9                           Agreement.
10                    (3)   The Company agrees that it shall, not later than
11                          3 months after the second variation date, prepare and
12                          provide to the Minister a plan which contains:
13                             (a)   a clear statement on the strategies which the
14                                   Company will use, and require a third party
15                                   as referred to in subclause (7) to use, to
16                                   maximise the uses and procurement
17                                   referred to in subclause (1);
18                             (b)   detailed information on the procurement
19                                   practices the Company will adopt, and
20                                   require a third party as referred to in
21                                   subclause (7) to adopt, in calling for tenders
22                                   and letting contracts for works, materials,
23                                   plant, equipment and supplies stages in
24                                   relation to a proposed development and
25                                   how such practices will provide fair and
26                                   reasonable opportunity for suitably
27                                   qualified Western Australian suppliers,
28                                   manufacturers and contractors to tender or
29                                   quote for works, materials, plant,
30                                   equipment and supplies;
31                             (c)   detailed information on the methods the
32                                   Company will use, and require a third party
33                                   as referred to in subclause (7) to use, to
34                                   have its respective procurement officers
35                                   promptly introduced to Western Australian
36                                   suppliers, manufacturers and contractors
37                                   seeking such introduction; and

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1                             (d)   details of the communication strategies the
2                                   Company will use, and require a third party
3                                   as referred to in subclause (7) to use, to
4                                   alert Western Australian engineers,
5                                   surveyors, architects and other professional
6                                   consultants, experts, specialists, project
7                                   managers and consultants and Western
8                                   Australian suppliers, manufacturers and
9                                   contractors to services opportunities and
10                                  procurement opportunities respectively as
11                                  referred to in subclause (1).
12                         It is acknowledged by the Company that the strategies
13                         of the Company referred to in subclause (3)(a) will
14                         include strategies of the Company in relation to
15                         supply of services, labour, works, materials, plant,
16                         equipment or supplies for the purposes of this
17                         Agreement.
18                   (4)   At the request of either of them made at any time and
19                         from time to time, the Minister and the Company
20                         shall confer as to any amendments desired to any plan
21                         provided under this clause and may agree to the
22                         amendment of the plan or the provision of a new plan
23                         in substitution for the one previously provided.
24                   (5)   At least 6 months before the anticipated submission
25                         of proposals relating to a proposed development
26                         pursuant to any of Clauses 10, 11 or 14C, the
27                         Company must, unless the Minister otherwise
28                         requires, give to the Minister information about the
29                         implementation of the plan provided under this
30                         Clause in relation to the proposed development. This
31                         obligation operates in relation to all proposals
32                         submitted on or after the date that is 7 months after
33                         the date when a plan is first provided under this
34                         Clause.
35                   (6)   During the currency of this Agreement the Company
36                         shall implement the plan provided under this Clause.




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1                        (7)      The Company shall:
2                                    (a)   in every contract entered into with a third
3                                          party where the third party has an
4                                          obligation or right to procure the supply of
5                                          services, labour, works, materials, plant,
6                                          equipment or supplies for or in connection
7                                          with a proposed development, ensure that
8                                          the contract contains appropriate provisions
9                                          requiring the third party to undertake
10                                         procurement activities in accordance with
11                                         the plan provided under this Clause; and
12                                   (b)   use reasonable endeavours to ensure that
13                                         the third party complies with those
14                                         provisions.";
15      (4)    in clause 11 by:
16               (a)   in subclause (1), deleting the definition of "approved
17                     production limit under this Clause";
18               (b)   in subclause (2):
19                       (i)      deleting "produce iron ore under this Agreement for
20                                transportation in any calendar year in excess of the
21                                approved production limit nor shall" and substituting
22                                "increase";
23                       (ii)     deleting "exceed" and substituting "above";
24               (c)   in subclause 3, deleting "the approved production limit under
25                     this Clause or";
26               (d)   deleting subclause (5);
27               (e)   in subclause (8)(a):
28                       (i)      deleting "approved production limit or"; and
29                       (ii)     deleting ", in respect of a consent in relation to a
30                                proposed increase in the approved mine workforce,";
31                                and




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1             (f)   inserting after subclause (8) a new subclause as follows:
2                   "(9)        For the avoidance of doubt, nothing in this clause 11
3                               requires the Company to seek or obtain the
4                               Minister's approval or consent (by submitting
5                               proposals or otherwise) to a mere increase in
6                               production limits.";
7     (5)   in clause 13(1) by:
8             (a)   deleting paragraph (aa); and
9             (b)   deleting paragraph (ac) and substituting the following
10                  paragraph:
11                  "(ac)        on fine ore and on pisolite fine ore sold or shipped
12                               separately as such at the rate of:
13                                 (i)    5.625% of the f.o.b. value, for ore shipped
14                                        prior to or on 30 June 2012;
15                                (ii)    6.5% of the f.o.b. value, for ore shipped
16                                        during the period from 1 July 2012 to
17                                        30 June 2013 (inclusive of both dates); and
18                                (iii)   7.5% of the f.o.b. value, for ore shipped on
19                                        or after 1 July 2013;";
20    (6)   in clause 14C by:
21            (a)   deleting in subclause (1) ""LAA"               means     the   Land
22                  Administration Act 1997 (WA)";
23            (b)   inserting after subclause (3)(c) the following new paragraph:
24                  "(d)         Without limiting subclause (9), the Minister may
25                               waive the requirement under this clause for the
26                               Company to obtain and to furnish the consent of a
27                               title holder if the title holder has refused to give the
28                               required consent and the Minister is satisfied that:
29                                 (i)    the title holder's affected land is or was
30                                        subject to a miscellaneous licence granted
31                                        under the Mining Act 1978 for the purpose



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1                                          of a railway to be constructed and operated
2                                          in accordance with this Agreement; and
3                                  (ii)    in the Minister's opinion, the title holder's
4                                          refusal to give the required consent is not
5                                          reasonable in all the circumstances
6                                          including having regard to:
7                                            (A)   the rights of the Company in
8                                                  relation to the affected land as the
9                                                  holder of the miscellaneous
10                                                 licence, relative to its rights as the
11                                                 holder of the sought Special
12                                                 Railway Licence or Lateral Access
13                                                 Road Licence (as the case may be);
14                                                 and
15                                           (B)   the terms of any agreement
16                                                 between the Company and the title
17                                                 holder.";
18               (c)   deleting in subclause (4)(a) the comma after "the provisions
19                     of this Agreement" and substituting "and"; and
20               (d)   in subclause (7):
21                       (i)    deleting all words in paragraph (c) after "at the date
22                              of such inclusion"; and
23                       (ii)   inserting after paragraph (k) the following new
24                              paragraph:
25                              "(l)       The provisions of clause 23A shall apply
26                                         mutatis mutandis to any Railway or
27                                         Railway spur line constructed pursuant to
28                                         this clause.";
29      (7)    in clause 21(2)(a) by deleting "the approved production limit or";




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1     (8)   in clause 22 by:
2             (a)   inserting at the end of subclause (1) the following new
3                   paragraph:
4                   "Notwithstanding clause 14A(2)(b)(iv), detailed proposals
5                   may refer to activities on tenure which is proposed to be
6                   granted pursuant to this subclause (1) as if that tenure was
7                   granted pursuant to this Agreement (but this does not limit
8                   the powers or discretions of the Minister under this
9                   Agreement or the Minister responsible for the administration
10                  of any relevant Act with respect to the grant of the tenure).";
11            (b)   in subclause (2) inserting after "The provisions of this
12                  subclause" the words "and subclauses (2a) and (2b)";
13            (c)   renumbering subclause (2a) as subclause (2d) and inserting
14                  the following new subclauses before the renumbered
15                  subclause (2d):
16                  "Application for Eligible Existing Tenure to be held
17                  pursuant to this Agreement
18                  (2a)       (a)     The Minister may at the request of the
19                                     Company from time to time made during
20                                     the continuance of this Agreement
21                                     approve     Eligible    Existing    Tenure
22                                     becoming held pursuant to this Agreement
23                                     on such conditions as the Minister sees fit
24                                     (including, without limitation and
25                                     notwithstanding the Mining Act and the
26                                     LAA, as to the surrender of land, the
27                                     submission of detailed proposals and the
28                                     variation of the terms and conditions of
29                                     the Eligible Existing Tenure (including for
30                                     the Eligible Existing Tenure to be held
31                                     pursuant to this Agreement and for the
32                                     more efficient use of the Relevant Land))
33                                     and the Minister may from time to time
34                                     vary such conditions in order to extend
35                                     any specified time for the doing of any
36                                     thing or otherwise with the agreement of
37                                     the Company.

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1                             (b)   Eligible Existing Tenure the subject of an
2                                   approval by the Minister under this
3                                   subclause will be held by the Company
4                                   pursuant to this Agreement:
5                                      (i)   if the Minister's approval was not
6                                            given subject to conditions, on and
7                                            from the date of the Minister's
8                                            notice of approval;
9                                     (ii)   unless paragraph (iii) applies, if the
10                                           Minister's approval was given
11                                           subject to conditions, on the date
12                                           on which all such conditions have
13                                           been satisfied; and
14                                   (iii)   if the Minister's approval was
15                                           given subject to a condition
16                                           requiring that the Company submit
17                                           detailed proposals in accordance
18                                           with this Agreement, on the later
19                                           of the date on which the Minister
20                                           approves proposals submitted in
21                                           discharge of that specified
22                                           condition and the date upon which
23                                           all other specified conditions have
24                                           been satisfied, but the Company is
25                                           authorised to implement any
26                                           approved proposal to the extent
27                                           such implementation is consistent
28                                           with the then terms and conditions
29                                           of the Eligible Existing Tenure
30                                           pending the satisfaction of any
31                                           conditions relating to the variation
32                                           of the terms or conditions of the
33                                           Eligible Existing Tenure. Where
34                                           this paragraph (iii) applies, prior to
35                                           any approval of proposals and
36                                           satisfaction of other conditions, the
37                                           relevant tenure will be treated for
38                                           (but only for) the purposes of


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                                                                            s. 21


1                                           clause 14A(2)(b)(iv) as tenure held
2                                           pursuant to this Agreement.
3                  Application for Special Advance Tenure to be granted
4                  pursuant to this Agreement
5                  (2b)   The Minister may at the request of the Company from
6                         time to time made during the continuance of this
7                         Agreement approve Special Advance Tenure being
8                         granted to the Company pursuant to this Agreement
9                         if:
10                           (a)    the Company proposes to submit detailed
11                                  proposals under this Agreement (other than
12                                  under clause 14C) to construct works
13                                  installations or facilities on the Relevant
14                                  Land and the Company's request is so far as
15                                  is practicable made, unless the Minister
16                                  approves otherwise, no less than 6 months
17                                  before the submission of those detailed
18                                  proposals; and
19                           (b)    the Minister is satisfied that it is necessary
20                                  and appropriate that Special Advance
21                                  Tenure, rather than tenure granted under or
22                                  pursuant to the other provisions of this
23                                  Agreement, be used for the purposes of the
24                                  proposed works installations or facilities on
25                                  the Relevant Land,
26                        and if the Minister does so approve:
27                           (c)    notwithstanding the Mining Act or the
28                                  LAA, the appropriate authority or
29                                  instrumentality of the State shall obtain the
30                                  consent of the Minister to the form and
31                                  substance of the Special Advance Tenure
32                                  prior to its grant (which for the avoidance
33                                  of doubt neither the State nor the Minister
34                                  is obliged to cause) to the Company; and
35                           (d)    if the Company does not submit detailed
36                                  proposals relating to construction of the


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1                                        relevant works installations or facilities on
2                                        the Relevant Land within 24 months after
3                                        the date of the Minister's approval or such
4                                        later time subsequently allowed by the
5                                        Minister, or if submitted the Minister does
6                                        not approve such detailed proposals, the
7                                        Special Advance Tenure (if then granted)
8                                        shall be surrendered at the request of the
9                                        Minister.
10                      (2c)   The decisions of the Minister under subclauses (2a)
11                             and (2b) shall not be referable to arbitration and any
12                             approval of the Minister under this clause shall not in
13                             any way limit, prejudice or otherwise affect the
14                             exercise by the Minister of the Minister's powers, or
15                             the performance of the Minister's obligations, under
16                             this Agreement or otherwise under the laws from time
17                             to time of the said State.";
18               (d)   in the renumbered subclause (2d), deleting "subclause (1)"
19                     and substituting "subclauses (1), (2a) and (2b)";
20      (9)    in clause 23(2) by deleting all words in the subclause after " railways
21             which now exist"; and
22     (10)    by inserting after clause 23 the following new clause:
23             "23A.    Crossings over Rail Spur
24                      For the purposes of livestock and infrastructure such as
25                      roads, railways, conveyors, pipelines, transmission lines and
26                      other utilities proposed to cross the land the subject of the
27                      rail spur referred to in clause 23 the Company shall:
28                       (a)   if applicable, give its consent to, or otherwise
29                             facilitate the grant by the State or any agency,
30                             instrumentality or other authority of the State of any
31                             lease, licence or other title over land the subject of the
32                             rail spur so long as such grant does not in the
33                             Minister's opinion unduly prejudice or interfere with
34                             the activities of the Company under this Agreement;
35                             and



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                                                                         s. 21


1                   (b)   on reasonable terms and conditions allow access for
2                         the construction and operation of such crossings and
3                         associated infrastructure,
4                  provided that in forming his opinion under this clause, the
5                  Minister must consult with the Company.".




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     s. 21


1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                  )
4    COLIN JAMES BARNETT                       )
5    in the presence of:                       )
6

      [Signature]                             [Signature]
      Signature of witness


      Peter Goodall
      Name of witness
7

8    EXECUTED by BHP BILLITON                  )
9    MINERALS PTY. LTD. ACN 008 694 782        )
10   in accordance with section 127(1) of      )
11   the Corporations Act                      )
12

      [Signature]                             [Signature]
      Signature of Director                   Signature of Secretary


      Uvashni Raman                           Robin Lees
      Full Name                               Full Name
13




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                                                                             s. 21


1    EXECUTED by MITSUI IRON ORE                   )
2    CORPORATION PTY. LTD                          )
3    ACN 050 157 456 in accordance with section    )
4    127(1) of the Corporations Act                )
5

      [Signature]                                 [Signature]
      Signature of Director                       Signature of Secretary


      Ryuzo Nakamura                              Jiahe He
      Full Name                                   Full Name
6

7    SIGNED by Shuzaburo Tsuchihashi               )
8    as attorney for ITOCHU MINERALS &             )
9    ENERGY OF AUSTRALIA PTY. LTD.                 )
10   ACN 009 256 259 under power                   )
11   of attorney dated 27 October 2011             )
12   in the presence of:                           )
13

      [Signature]                                 [Signature]
      Signature of witness                        Signature of Attorney


      Yasushi Fukumura                            Shuzaburo Tsuchihashi
      Name                                        Name
14




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     Division 1     Termination agreement
     s. 22


1      Part 7 -- Port Hedland iron ore processing projects
2                      Division 1 -- Termination agreement
3    22.         Ratification and operation of termination agreement
4          (1)   In this section --
5                termination agreement means the agreement a copy of which is
6                set out in Schedule 1.
7          (2)   The termination agreement is ratified.
8          (3)   Without limiting or otherwise affecting the application of the
9                Government Agreements Act 1979, the termination agreement is
10               to operate and take effect despite any other Act or law.

11    Division 2 -- Repeal of Acts relating to the Port Hedland iron
12                      ore processing projects
13   23.         Acts repealed
14               These Acts are repealed:
15                (a) the Iron Ore Beneficiation (BHP) Agreement Act 1996;
16                (b) the Iron Ore - Direct Reduced Iron (BHP) Agreement
17                      Act 1996;
18                (c) the Iron Ore Processing (BHP Minerals) Agreement
19                      Act 1994.




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                                        Termination agreement   Schedule 1




1                Schedule 1 -- Termination agreement
2                                                                    [s. 22]
3                                     2011

4                  THE STATE OF WESTERN AUSTRALIA

5                                      and

6           BHP BILLITON DIRECT REDUCED IRON PTY. LTD.
7                              ACN 058 025 960

8                                      and

9                  BHP BILLITON MINERALS PTY. LTD.
10                             ACN 008 694 782

11             MITSUI IRON ORE CORPORATION PTY. LTD.
12                             ACN 050 157 456

13      ITOCHU MINERALS & ENERGY OF AUSTRALIA PTY. LTD.
14                             ACN 009 256 259

15   ________________________________________________________________
16         IRON ORE BENEFICIATION (BHP) AGREEMENT 1996
17                     TERMINATION AGREEMENT
18   ________________________________________________________________
19

20

21                             [Solicitor's details]



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     Schedule 1     Termination agreement




1    THIS AGREEMENT is made this 7th day of November 2011
2

3    BETWEEN
4

5    THE HONOURABLE COLIN JAMES BARNETT, MEc., M.L.A., Premier
6    of the State of Western Australia, acting for and on behalf of the said State and
7    its instrumentalities from time to time (hereinafter called "the State") of the
8    first part,
9

10   BHP BILLITON DIRECT REDUCED IRON PTY. LTD. ACN 058 025 960
11   of Level 17, St Georges Square, 225 St Georges Terrace, Perth, Western
12   Australia (hereinafter called "the Company" in which term shall be included its
13   successors and permitted assigns) of the second part,
14

15   BHP BILLITON MINERALS PTY. LTD. ACN 008 694 782 of Level 17, St
16   Georges Square, 225 St Georges Terrace, Perth, Western Australia, MITSUI
17   IRON ORE CORPORATION PTY. LTD. ACN 050 157 456 of Level 16,
18   Exchange Plaza, 2 The Esplanade, Perth, Western Australia and ITOCHU
19   MINERALS & ENERGY OF AUSTRALIA PTY. LTD. ACN 009 256 259
20   of Level 22, Forrest Centre, 221 St Georges Terrace, Perth, Western Australia
21   (hereinafter called "Joint Venturers" in which term shall be included their
22   successors and permitted assigns) of the third part.
23

24   WHEREAS:
25

26   A.        The State and the Company are the parties to the agreement dated
27             16 October 1995, which agreement was ratified by the Iron Ore
28             Beneficiation (BHP) Agreement Act 1996 (WA), as varied by an
29             agreement dated 11 April 2000 which was ratified by the Acts
30             Amendment (Iron Ore Agreements) Act 2000. The first mentioned
31             agreement as so varied is referred to in this Agreement as "the
32             Beneficiation Agreement".



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1    B.          The State and the Joint Venturers are now the parties to the agreement
2                dated 15 October 1964 approved by and scheduled to the Iron Ore
3                (Mount Goldsworthy) Agreement Act 1964 and which as subsequently
4                added to, varied or amended is referred to in this Agreement as the
5                "Mount Goldsworthy Agreement".
6    C.          The State and the Company wish to terminate the Beneficiation
7                Agreement in the manner and on the terms set out in this Agreement,
8                including the transfer to the Joint Venturers of rights in respect of
9                certain land relating to the Beneficiation Agreement on the terms set
10               out in this Agreement.
11

12   NOW THIS AGREEMENT WITNESSES:
13   1.          Definitions
14         In this Agreement subject to the context:
15              "Beneficiation Agreement Minister" means the Minister in the
16              Government of the State for the time being responsible for the
17              administration of the Beneficiation Agreement;
18              "Boodarie GPLs" means the general purpose leases granted under the
19              Mining Act and held by the Company as at the date of this Agreement
20              as described in schedule A and "Boodarie GPL" means as the context
21              requires any or a particular one of them and includes any tenement or
22              title which is a renewal, replacement or successor of or which is
23              granted in lieu of or in substitution for, any of them;
24              "EP Act" means the Environmental Protection Act 1986 (WA);
25              "Goldsworthy-Nimingarra Agreement" means the agreement
26              ratified by and scheduled to the Iron Ore (Goldsworthy-Nimingarra)
27              Agreement Act 1972 (WA), as from time to time added to, varied or
28              amended;
29              "Land Administration Act" means the Land Administration
30              Act 1997 (WA);
31              "laws relating to native title" means laws applicable from time to
32              time in Western Australia in respect of native title and includes the
33              Native Title Act 1993 (Commonwealth);


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1               "Mining Act" means the Mining Act 1978 (WA);
2               "Minister" means the Minister in the Government of the State for the
3               time being responsible for the administration of the Act to ratify this
4               Agreement and pending the passing of that Act means the Minister for
5               the time being designated in a notice from the State to the Company
6               and includes the successors in office of the Minister;
7               "Minister for Mines" means the Minister in the Government of the
8               State for the time being responsible for the administration of the
9               Mining Act;
10              "Minister for Environment" means the Minister in the Government
11              of the State for the time being responsible for the administration of the
12              EP Act;
13              "Ministerial Statement" means the Statement That a Proposal May
14              be Implemented (Pursuant to the Provisions of the Environmental
15              Protection Act 1986) number 393 entitled "Hot Briquetted Iron
16              Project, Port Hedland (899) BHP Direct Reduced Iron Pty Ltd" and
17              issued by the then Minister for Environment on 4 September 1995;
18              "Mount Goldsworthy Agreement Minister" means the Minister in
19              the Government of the State for the time being responsible for the
20              administration of the Mount Goldsworthy Agreement;
21              "Operative Date" has the meaning given in clause 3(4);
22              "PEP Agreement" means the agreement ratified by the Pilbara
23              Energy Project Agreement Act 1994 (WA), as from time to time
24              added to, varied or amended;
25              "PEP Joint Venturers" means the Joint Venturers as defined in the
26              PEP Agreement;
27              "Port Authorities Act" means the Port Authorities Act 1999 (WA);
28              "Port Authority" means the Port Hedland Port Authority established
29              by the Port Authorities Act;
30              "Surrender GPLs" means the general purpose leases granted under
31              the Mining Act and held by the Company as at the date of this
32              Agreement as described in Schedule B; and



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1                "this Agreement", "hereof" and "hereunder" refer to this
2                Agreement, whether in its original form or as from time to time added
3                to, varied or amended;
4                "Utah Jild lease" means registered lease K693814L of the land the
5                subject of Deposited Plan 59462 being portion of Lot 370 on
6                Deposited Plan 35619, part of the land in Crown Land Title Volume
7                LR3118 Folio 753 granted to the Company by the Port Authority
8                under the Port Authorities Act and pursuant to the Beneficiation
9                Agreement; and
10               "Water Agreement" means the Water Supply Agreement dated
11               8 February 2000 between the Water Corporation and BHP Iron Ore
12               Pty Ltd.
13   2.          Interpretation
14         (1)   In this Agreement:
15                 (a)   clause headings do not affect interpretation or construction;
16                 (b)   words in the singular shall include the plural and words in the
17                       plural shall include the singular according to the requirements
18                       of the context;
19                 (c)   one gender includes the other genders;
20                 (d)   a covenant or agreement by more than one person binds, and
21                       is enforceable against, those persons jointly and each of them
22                       severally;
23                 (e)   reference to an Act includes the amendments to that Act for
24                       the time being in force and also any Act passed in
25                       substitution therefor or in lieu thereof and the regulations for
26                       the time being in force thereunder;
27                 (f)   reference in this Agreement to any other document includes
28                       that document as from time to time added to, varied or
29                       amended and notwithstanding any change in the identity of
30                       the parties;
31                 (g)   reference to a clause or schedule is a reference to a clause or
32                       schedule to this Agreement, and a reference to a subclause or
33                       paragraph is a reference to the subclause of the clause or


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1                       paragraph of the clause or subclause as the case may be in, or
2                       in relation to, which the reference is made; and
3                 (h)   "including" means "including, but not limited to".
4         (2)   Nothing in this Agreement shall be construed to exempt the State or
5               the Company from compliance with or to require the State or the
6               Company to do anything contrary to any law relating to native title or
7               any lawful obligation or requirement imposed on the State or the
8               Company as the case may be pursuant to any law relating to native
9               title. The provisions of this Agreement shall not operate so as to
10              require the State or the Port Authority to grant or vary, or cause to be
11              granted or varied, any lease licence or other right or title until all
12              processes necessary under any laws relating to native title to enable
13              that grant or variation to proceed, have been completed.
14        (3)   Nothing in this Agreement shall be construed to exempt the Company
15              from compliance with any requirement in connection with the
16              protection of the environment arising out of or incidental to its
17              activities under this Agreement that may be made by or under the EP
18              Act.
19   3.         Ratification and operation
20        (1)   The State shall introduce and sponsor a Bill in the State Parliament of
21              Western Australia prior to 31 December 2011 or such later date as
22              may be agreed between the parties hereto to ratify this Agreement.
23              The State shall endeavour to secure the timely passage of such Bill as
24              an Act.
25        (2)   The provisions of this Agreement other than this clause and clauses 1
26              and 2 will not come into operation until the day after the day on
27              which the Bill referred to in subclause (1) has been passed by the
28              State Parliament of Western Australia and commences to operate as
29              an Act.
30        (3)   If by 30 June 2012 the said Bill has not commenced to operate as an
31              Act then, unless the parties hereto otherwise agree, this Agreement
32              will then cease and determine and no party hereto will have any claim
33              against any other party hereto with respect to any matter or thing
34              arising out of, done, performed, or omitted to be done or performed
35              under this Agreement.



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1          (4)   On the day after the day on which the said Bill commences to operate
2                as an Act ("Operative Date") all the provisions of this Agreement
3                will operate and take effect despite any enactment or other law.
4    4.          Termination of Agreement
5          (1)   Subject to subclause (2), the Beneficiation Agreement is hereby
6                terminated with effect on and from the Operative Date and, except as
7                otherwise provided in this Agreement, neither the State nor the
8                Company shall have any claim against the other with respect to any
9                matter or thing in or arising out of the Beneficiation Agreement.
10         (2)   Notwithstanding subclause (1), the Company shall remain liable for
11               any antecedent breach or default under the Beneficiation Agreement
12               and in respect of any indemnity given under the Beneficiation
13               Agreement.
14         (3)     (a)    On and from the Operative Date:
15                         (i)   for the avoidance of doubt, the holder of the Boodarie
16                               GPLs and the Surrender GPLs shall cease to have the
17                               benefit of any rights and privileges conferred by the
18                               Beneficiation Agreement; and
19                        (ii)   each of the Boodarie GPLs is varied by deleting the
20                               following condition which it contains:
21                                        "The construction and operation of the
22                                        project and measures to protect the
23                                        environment being carried out generally in
24                                        accordance with detailed proposals
25                                        submitted and approved under Clauses 6
26                                        and 7 of the Iron Ore Processing (BHP
27                                        Minerals) Agreement Act 1994".
28                 (b)   The Joint Venturers and the Company acknowledge that the
29                       Minister for Environment has given the requisite approval for
30                       the purposes of condition 3-1 of the Ministerial Statement
31                       and has made the requisite nomination under section 38(7) of
32                       the EP Act in respect of the passing of responsibility for the
33                       proposal the subject of the Ministerial Statement to the Joint
34                       Venturers.



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1               (c)   As soon as practicable after the Operative Date, the Company
2                     shall make application under the Mining Act to transfer the
3                     Boodarie GPLs to the Joint Venturers and the State shall,
4                     notwithstanding section 276 of the Duties Act 2008 (WA) and
5                     without otherwise affecting the application of that Act, cause
6                     the Boodarie GPLs to be transferred to the Joint Venturers
7                     and:
8                       (i)   upon and from the date such transfers are registered
9                             under the Mining Act the Boodarie GPLs shall be
10                            held by the Joint Venturers pursuant to the Mount
11                            Goldsworthy Agreement for the purposes of the
12                            Mount Goldsworthy Agreement; and
13                     (ii)   as soon as practicable after the date such transfers are
14                            registered under the Mining Act:
15                               (A)    the Company shall unconditionally
16                                      surrender the Surrender GPLs; and
17                               (B)    in respect of each Boodarie GPL listed in
18                                      Schedule C, the Joint Venturers shall
19                                      unconditionally surrender that portion of
20                                      the Boodarie GPL described in Schedule C.
21                    Section 114C of the Mining Act applies in respect of any
22                    land formerly the subject of a tenement surrendered pursuant
23                    to subparagraph (A) or (B) as if the reference in that section
24                    to "former holder" includes the Joint Venturers.
25              (d)   Notwithstanding the Mining Act and without limiting the
26                    operation of clause 21(1) of the Mount Goldsworthy
27                    Agreement, the Minister for Mines, acting with the
28                    concurrence of the Mount Goldsworthy Agreement Minister,
29                    may on and from the Operative Date from time to time make,
30                    vary or cancel such conditions in respect of the Boodarie
31                    GPLs as the Minister for Mines considers reasonable.
32              (e)     (i)   The Joint Venturers and the Company acknowledge
33                            that with the Company's consent plant, facilities and
34                            other works have been constructed upon the land the
35                            subject of the Boodarie GPLs by other persons,
36                            including the PEP Joint Venturers pursuant to


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1                          proposals approved under the PEP Agreement, and
2                          that such plant, facilities and other works continue to
3                          be operated by and for the benefit of those other
4                          persons or their successors or assigns.
5                   (ii)   Upon the request of the Mount Goldsworthy
6                          Agreement Minister and subject to the prior transfer
7                          of the Boodarie GPLs to the Joint Venturers as
8                          referred to in subclause (3)(c), the Company and the
9                          Joint Venturers shall:
10                            (A)    facilitate the grant under the Land
11                                   Administration Act of any lease that is
12                                   reasonably necessary for the plant, facilities
13                                   or other works identified in Plan C in
14                                   Schedule D by:
15                                      (I)   surrendering those portions of the
16                                            Boodarie GPLs:
17                                            (i)    described in Schedule D;
18                                                   and
19                                            (ii)   such further areas as are
20                                                   reasonably required for the
21                                                   operation of the plant,
22                                                   facilities or other works
23                                                   identified in Plan C for
24                                                   which an easement or
25                                                   licence is not reasonably
26                                                   sufficient; and
27                                     (II)   if   reasonably      required,  on
28                                            reasonable terms and conditions
29                                            allowing the relevant third party
30                                            access to the land the subject of
31                                            any such lease and (if applicable)
32                                            consenting to the grant to the
33                                            relevant third party of an easement
34                                            or licence under the Land
35                                            Administration Act; and




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1                               (B)    facilitate (including if necessary by the
2                                      Joint Venturers giving their consent where
3                                      it is requested) the grant under the Land
4                                      Administration Act of any licences or
5                                      easements that are reasonably necessary for
6                                      other plant, facilities and other works
7                                      referred to in subparagraph (i).
8                    (iii)   The Company and the Joint Venturers acknowledge
9                            that the State proposes to develop an industrial estate
10                           proximate to the land the subject of the Boodarie
11                           GPLs and an infrastructure corridor connecting the
12                           industrial estate to the Port of Port Hedland along or
13                           in the vicinity of the indicative corridor alignment set
14                           out in Plan D in Schedule E and the Company and
15                           Joint Venturers agree:
16                              (A)    to use their best and continuing endeavours
17                                     to facilitate as soon as practicable the
18                                     identification of and their agreement to the
19                                     optimal infrastructure corridor area along or
20                                     in the vicinity of the indicative corridor
21                                     alignment having regard to the planned
22                                     operations of the Joint Venturers in relation
23                                     to the land the subject of the Boodarie
24                                     GPLs and the planned requirements of the
25                                     industrial estate and associated corridor
26                                     (such agreed area being "the Boodarie
27                                     Industrial Estate Corridor Area"); and
28                              (B)    that upon the request of the Mount
29                                     Goldsworthy Agreement Minister and
30                                     subject to the prior transfer of the Boodarie
31                                     GPLs to the Joint Venturers as referred to
32                                     in subclause 3(c), the Company and Joint
33                                     Venturers shall facilitate the establishment
34                                     and operation of the infrastructure corridor
35                                     within the Boodarie Industrial Estate
36                                     Corridor Area including by:
37                                        (I)   the Joint Venturers surrendering
38                                              any Boodarie GPLs to the extent


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1                                           that they relate to land within the
2                                           Boodarie Industrial Estate Corridor
3                                           Area;
4                                    (II)   giving their consent (if applicable)
5                                           to the grant of tenure or other
6                                           rights for the construction and
7                                           operation of infrastructure and
8                                           utilities within the Boodarie
9                                           Industrial Estate Corridor Area;
10                                          and
11                                  (III)   on reasonable terms and conditions
12                                          facilitating and allowing such
13                                          crossings for the infrastructure
14                                          corridor     and      any      future
15                                          infrastructure and utilities within
16                                          the Boodarie Industrial Estate
17                                          Corridor Area that may be required
18                                          including in relation to the railway
19                                          and associated facilities currently
20                                          held       pursuant       to      the
21                                          Goldsworthy-Nimingarra
22                                          Agreement,
23                                 and the State agrees that immediately after
24                                 the Joint Venturers surrender the Boodarie
25                                 GPLs to the extent referred to in
26                                 subparagraph (I) it shall grant or cause the
27                                 relevant agency, instrumentality or other
28                                 authority of the State to grant appropriate
29                                 and adequate tenure and access rights to the
30                                 Joint Venturers in respect of any works,
31                                 installations or facilities of the Joint
32                                 Venturers located within the Boodarie
33                                 Industrial Estate Corridor Area and that
34                                 continue to be required for the purposes of
35                                 the Mount Goldsworthy Agreement and
36                                 that such tenure shall be held by the Joint
37                                 Venturers pursuant to the Mount
38                                 Goldsworthy Agreement for the purposes
39                                 of the Mount Goldsworthy Agreement.

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1                    (iv)   The Joint Venturers further acknowledge that the
2                           Boodarie GPLs relate to land that is located
3                           proximate to the Port of Port Hedland and of strategic
4                           importance and that the State and third parties may in
5                           the future wish to construct and operate infrastructure
6                           such as roads, railways, conveyors, pipelines,
7                           transmission lines and other utilities on such land and
8                           to have access to such land for such purposes and in
9                           light of this acknowledgment the Joint Venturers
10                          shall:
11                             (A)    if applicable, give their consent to, or
12                                    otherwise facilitate the grant by the State or
13                                    any agency, instrumentality or other
14                                    authority of the State, of any lease, licence
15                                    or other title over land the subject of the
16                                    Boodarie GPLs so long as such grant does
17                                    not unduly prejudice or interfere with the
18                                    operations of the Joint Venturers under the
19                                    Mount Goldsworthy Agreement; and
20                             (B)    on reasonable terms and conditions allow
21                                    access for the construction and operation of
22                                    such infrastructure.
23                    (v)   The State acknowledges that the Joint Venturers plan
24                          to develop under the Mount Goldsworthy Agreement
25                          a conveyor and associated infrastructure corridor
26                          connecting planned stockpile facilities to be located
27                          upon the Boodarie GPLs to planned port facilities
28                          within the Port of Port Hedland upon the land
29                          described in Plan E in Schedule F and the State
30                          agrees, subject to and in accordance with any
31                          proposals approved or determined in that regard
32                          under the Mount Goldsworthy Agreement, to cause
33                          the Port Authority to grant from time to time to the
34                          Joint Venturers easements under the Port Authorities
35                          Act over so much of the described land as the Joint
36                          Venturers reasonably require:
37                              (i)   at commercial rental; and



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1                             (ii)   upon such other terms and conditions as
2                                    approved by the Minister responsible for
3                                    the Port Authorities Act (acting with the
4                                    concurrence of the Mount Goldsworthy
5                                    Agreement Minister) including as to the
6                                    facilitation and allowance on reasonable
7                                    terms and conditions of future crossings of
8                                    the corridor and the future location of
9                                    infrastructure and utilities within the
10                                   corridor so long as such crossings,
11                                   infrastructure or utilities do not unduly
12                                   prejudice or interfere with the operations of
13                                   the Joint Venturers under the Mount
14                                   Goldsworthy Agreement.
15                         The State's obligation under this paragraph (v) shall
16                         cease upon the cessation of the State's obligation
17                         under clause 8(5)(g) of the Mount Goldsworthy
18                         Agreement.
19                  (vi)   The Joint Venturers agree to surrender general
20                         purpose leases 45/65 and 45/69 (each being a
21                         Boodarie GPL) immediately prior to the Port
22                         Authority granting to them an easement under the
23                         Port Authorities Act in respect of the land the subject
24                         of general purpose leases 45/65 and 45/69 (or such
25                         lesser area as may be agreed between the Joint
26                         Venturers and the Port Authority) and the Joint
27                         Venturers acknowledge that such easement shall be:
28                             (i)   at commercial rental; and
29                            (ii)   upon such other terms and conditions as
30                                   approved by the Minister responsible for
31                                   the Port Authorities Act (acting with the
32                                   concurrence of the Mount Goldsworthy
33                                   Agreement Minister) including as to the
34                                   facilitation and allowance on reasonable
35                                   terms and conditions of future crossings of
36                                   the land the subject of that easement and
37                                   the future location of infrastructure and
38                                   utilities upon that land so long as such


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1                                        crossings, infrastructure or utilities do not
2                                        unduly prejudice or interfere with the
3                                        operations of the Joint Venturers under the
4                                        Mount Goldsworthy Agreement,
5                              and from the date such easement is registered under
6                              the Transfer of Land Act 1893 (WA) the easement
7                              shall be held by the Joint Venturers pursuant to the
8                              Mount Goldsworthy Agreement for the purposes of:
9                                (iii)   the Mount Goldsworthy Agreement; and
10                               (iv)    performing their obligations (to the extent
11                                       not then performed) under subclause (5)
12                                       and the EP Act and the Ministerial
13                                       Statement generally to the extent such
14                                       obligations are referable to that land.
15              (f)   The State shall cause an endorsement to be made in the
16                    register maintained under section 103F of the Mining Act that
17                    the provisions of this subclause apply to the Boodarie GPLs.
18      (4)     (a)   On and from the Operative Date and subject to paragraph (b),
19                    the Utah Jild lease shall continue in force subject to its terms
20                    and conditions and for the avoidance of doubt the holder of
21                    the Utah Jild lease shall cease to have the benefit of any rights
22                    and privileges conferred by the Beneficiation Agreement.
23              (b)   For the purposes of clause 3.1(b) of the Utah Jild lease the
24                    Beneficiation Agreement Minister has approved and the Port
25                    Authority has consented to the Company allowing the Joint
26                    Venturers to use the land the subject of that lease for the
27                    purposes of:
28                       (i)   performing their obligations under subclause (5) and
29                             the EP Act and the Ministerial Statement generally to
30                             the extent such obligations are referable to that land;
31                      (ii)   constructing a section of railway in accordance with
32                             proposals dated 27 May 2011 and entitled "Project
33                             Proposals for Goldsworthy Rail Infrastructure
34                             Expansion" submitted by the Joint Venturers under
35                             the Mount Goldsworthy Agreement; and


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1                    (iii)   conducting studies relevant to the formulation and
2                            submission of detailed proposals under the Mount
3                            Goldsworthy Agreement in respect of that land.
4             (c)   Within 3 months after the Operative Date, the Joint Venturers
5                   shall make application to the State for the grant of a lease in
6                   respect of the land the subject of the Utah Jild lease (or such
7                   lesser area of that land as may be agreed between the Joint
8                   Venturers and the Port Authority) and, subject to the prior
9                   surrender of the Utah Jild lease by the Company, the State
10                  shall cause the Port Authority to grant to the Joint Venturers a
11                  lease under the Port Authorities Act of that land:
12                     (i)   at commercial rental; and
13                    (ii)   upon such other terms and conditions (including as to
14                           the assumption by the Joint Venturers of liabilities of
15                           the Company under or in relation to the Utah Jild
16                           lease) as approved by the Minister responsible for the
17                           Port Authorities Act (acting with the concurrence of
18                           the Mount Goldsworthy Agreement Minister),
19                   and from the date such lease is registered under the Transfer
20                   of Land Act 1893 (WA) the lease shall be held by the Joint
21                   Venturers pursuant to the Mount Goldsworthy Agreement
22                   for the purposes of:
23                   (iii)   the Mount Goldsworthy Agreement; and
24                   (iv)    performing their obligations (to the extent not then
25                           performed) under subclause (5) and the EP Act and
26                           the Ministerial Statement generally to the extent such
27                           obligations are referable to that land.
28            (d)   On and from the Operative Date the proposals referred to in
29                  subclause (4)(b)(ii) are approved for the purposes of
30                  clause 7B(1) of the Mount Goldsworthy Agreement, but only
31                  to the extent that they relate to construction of the relevant
32                  section of railway.
33    (5)   Upon the transfer of the Boodarie GPLs to the Joint Venturers as
34          referred to in subclause (3)(c), the Joint Venturers shall in accordance



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1               with the EP Act, the Ministerial Statement and (to the extent required
2               by the Port Authority) the Utah Jild lease forthwith:
3                 (a)   decommission and remove plant, facilities and other works
4                       established by the Company upon the land the subject of the
5                       Boodarie GPLs and the Utah Jild lease in accordance with
6                       and to the extent contemplated by the decommissioning plan
7                       prepared in accordance with clause 8 of the Ministerial
8                       Statement; and
9                 (b)   rehabilitate the land affected by the construction, operation
10                      and removal of such works in accordance with and to the
11                      extent contemplated by the rehabilitation plan prepared in
12                      accordance with clause 8 of the Ministerial Statement.
13      (6)     For the avoidance of doubt, termination of the Beneficiation
14              Agreement effected pursuant to clause 4(1) shall not affect the
15              operation of the Water Agreement.
16      (7)       (a)    On and from the Operative Date the Joint Venturers will
17                       indemnify and keep indemnified the State and its employees,
18                       agents and contractors in respect of all actions, suits, claims,
19                       demands or costs of third parties arising out of or in
20                       connection with any work carried out by the Company
21                       pursuant to the Beneficiation Agreement or relating to its
22                       operations under the Beneficiation Agreement or arising out
23                       of or in connection with the construction, maintenance or
24                       use by the Company or its employees, agents, contractors or
25                       assignees of the Company's works or services the subject of
26                       the Beneficiation Agreement or the plant, apparatus or
27                       equipment installed in connection with the Beneficiation
28                       Agreement.
29                (b)   The Joint Venturers will indemnify and keep indemnified the
30                      State and its employees, agents and contractors in respect of
31                      all actions, suits, claims, demands or costs of third parties
32                      arising out of or in connection with any work carried out by
33                      the Joint Venturers or their employees, agents, contractors or
34                      assignees on or subsequent to the Operative Date in relation
35                      to their obligations under clause 4(5) of this Agreement.
36                (c)   The indemnities in paragraphs (a) and (b) shall remain in
37                      force for a period ending on the date which is 20 years after:

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1                          (i)    the date agreed between the State and the Joint
2                                 Venturers; or
3                          (ii)   if the parties fail to agree a date under paragraph (i),
4                                 the date determined by the State,
5                        as being the date upon which the Joint Venturers have
6                        performed their obligations under subclause (5).
7                  (d)   The Joint Venturers acknowledge that clause 19 of the Mount
8                        Goldsworthy Agreement applies in relation to their use,
9                        making available for use or any other activities of the Joint
10                       Venturers upon or in relation to the land the subject of any of
11                       the Boodarie GPLs, the Utah Jild lease and the lease
12                       contemplated by subclause (4)(c) for the purposes of the
13                       Mount Goldsworthy Agreement and any tenure and access
14                       rights granted to the Joint Venturers as contemplated by
15                       subclauses (3)(e)(iii) and (v) for the purposes of the Mount
16                       Goldsworthy Agreement.
17   5.          Capacity of Joint Venturers
18         The Joint Venturers enter into this Agreement in their capacity as the "Joint
19         Venturers" as defined in, and for the purpose of, the Mount Goldsworthy
20         Agreement save that in respect the obligations contained in
21         clause 4(3)(e)(iii) the Joint Venturers accept such obligations also in their
22         capacity as the "Joint Venturers" as defined in, and for the purpose of, the
23         Goldsworthy-Nimingarra Agreement.




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1                                   SCHEDULE A
2                                   Boodarie GPLs
3        (to be transferred to the Joint Venturers pursuant to clause 4(3)(c))
4    General Purpose Leases 45/62, 45/63, 45/64, 45/65, 45/66, 45/67, 45/68, 45/69,
5    45/70, 45/71, 45/72, 45/73, 45/74, 45/75, 45/76, 45/77, 45/78, 45/79, 45/80,
6    45/81, 45/82, 45/83, 45/84, 45/85, 45/86, 45/87, 45/88, 45/89, 45/90, 45/91,
7    45/92, 45/93, 45/94, 45/95, 45/96, 45/97, 45/98, 45/99, 45/100, 45/101, 45/102,
8    45/103, 45/104, 45/105, 45/106, 45/107, 45/108, 45/109, 45/110, 45/111,
9    45/112, 45/113, 45/114, 45/115, 45/116, 45/117, 45/118, 45/119, 45/120,
10   45/121, 45/122, 45/123, 45/124, 45/125, 45/126, 45/127, 45/128, 45/129,
11   45/130, 45/131, 45/132, 45/133, 45/134, 45/135, 45/136, 45/137, 45/138,
12   45/139, 45/140, 45/141, 45/142, 45/143, 45/144, 45/145, 45/146, 45/147,
13   45/148, 45/149, 45/150, 45/151, 45/152, 45/153, 45/154, 45/155, 45/156,
14   45/157, 45/158, 45/159, 45/160, 45/161, 45/162, 45/163, 45/164, 45/165,
15   45/166, 45/167, 45/168, 45/169, 45/170, 45/171, 45/172, 45/173, 45/174,
16   45/175, 45/176, 45/177, 45/178, 45/179, 45/180, 45/181, 45/182, 45/183,
17   45/184, 45/185, 45/186, 45/187, 45/189, 45/190, 45/191, 45/192, 45/193,
18   45/194, 45/197, 45/198, 45/199, 45/200, 45/220, 45/221, 45/222, 45/223,
19   45/224, 45/235, 45/236, 45/237, 45/238, 45/239, 45/240, 45/241, 45/242,
20   45/243, 45/244, 45/245, 45/246, 45/247, 45/248, 45/249, 45/250, 45/251,
21   45/252, 45/253, 45/254, 45/255, 45/256
22                                  SCHEDULE B
23                                 Surrender GPLs
24      (to be surrendered by the Company pursuant to clause 4(3)(c)(ii)(A))
25

26   General Purpose Leases, 45/188, 45/195, 45/196, 45/201, 45/202, 45/203,
27   45/204, 45/205, 45/207, 45/208,45/209, 45/210, 45/211




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1                             SCHEDULE C
2         Portions of Boodarie GPLs to be surrendered pursuant to
3                           clause 4(3)(c)(ii)(B)

               Boodarie GPL                Portion to be surrendered
                  G45/181              That portion of GPL 45/181 shown
                                                  on Plan "A"
                  G45/187              That portion of GPL 45/187 shown
                                                  on Plan "A"
                  G45/189              That portion of GPL 45/189 shown
                                                  on Plan "A"
                  G45/190              That portion of GPL 45/190 shown
                                                  on Plan "A"
                  G45/194              That portion of GPL 45/194 shown
                                                  on Plan "A"
                  G45/197              That portion of GPL 45/197 shown
                                                  on Plan "A"
                  G45/198              That portion of GPL 45/198 shown
                                                  on Plan "A"
                  G45/199              That portion of GPL 45/199 shown
                                                  on Plan "A"
                  G45/200              That portion of GPL 45/200 shown
                                                  on Plan "A"
                  G45/241              That portion of GPL 45/241 shown
                                                  on Plan "B"




                                                                    page 115
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    Schedule 1     Termination agreement




1                                 Plan "A"




2



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                                      Termination agreement   Schedule 1




1                                Plan "B"




2




                                                                page 117
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    Schedule 1     Termination agreement




1                                  SCHEDULE D
2              Portions of Boodarie GPLs to be surrendered pursuant to
3                              clause 4(3)(e)(ii)(A)(I)(i)

                    Boodarie GPL                Portion to be surrendered
                        G45/78             That portion of GPL 45/78 shown on
                                                         Plan "C"
                        G45/79             That portion of GPL 45/79 shown on
                                                         Plan "C"
                        G45/89             That portion of GPL 45/89 shown on
                                                         Plan "C"
                        G45/90             That portion of GPL 45/90 shown on
                                                         Plan "C"
                       G45/102              That portion of GPL 45/102 shown
                                                       on Plan "C"
4




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                                      Termination agreement   Schedule 1




1                                Plan "C"




2




                                                                page 119
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    Bill 2011
    Schedule 1     Termination agreement




1                               SCHEDULE E
2      Proposed Boodarie Industrial Estate Corridor - Indicative Corridor
3                                 Alignment
4                                  Plan "D"




5



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                                      Termination agreement   Schedule 1




1                               SCHEDULE F
2   Joint Venturers' planned conveyor and associated infrastructure corridor
3                                  Plan "E"




4




                                                                    page 121
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     Bill 2011
     Schedule 1     Termination agreement




1    EXECUTED as a deed.
2

3    SIGNED by the HONOURABLE                    )
4    COLIN JAMES BARNETT                         )
5    in the presence of:                         )
6

      [Signature]                               [Signature]
      Signature of witness


      Peter Goodall
      Name of witness
7

8    EXECUTED by BHP BILLITON DIRECT             )
9    REDUCED IRON PTY. LTD. ACN 058 025          )
10   960 in accordance with section 127(1) of    )
11   the Corporations Act                        )
12

      [Signature]                               [Signature]
      Signature of Director                     Signature of Secretary


      Uvashni Raman                             Robin Lees
      Full Name                                 Full Name
13




     page 122
      Iron Ore Agreements Legislation (Amendment, Termination and Repeals)
                                                                  Bill 2011
                                        Termination agreement   Schedule 1




1    EXECUTED by BHP BILLITON                      )
2    MINERALS PTY. LTD. ACN 008 694 782            )
3    in accordance with section 127(1) of          )
4    the Corporations Act                          )
5

      [Signature]                                 [Signature]
      Signature of Director                       Signature of Secretary


      Uvashni Raman                               Robin Lees
      Full Name                                   Full Name
6

7    EXECUTED by MITSUI IRON ORE                   )
8    CORPORATION PTY. LTD                          )
9    ACN 050 157 456 in accordance with section    )
10   127(1) of the Corporations Act                )
11

      [Signature]                                 [Signature]
      Signature of Director                       Signature of Secretary


      Ryuzo Nakamura                              Jiahe He
      Full Name                                   Full Name
12




                                                                           page 123
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    Bill 2011
    Schedule 1     Termination agreement




1   SIGNED by Shuzaburo Tsuchihashi           )
2   as attorney for ITOCHU MINERALS &         )
3   ENERGY OF AUSTRALIA PTY. LTD.             )
4   ACN 009 256 259 under power               )
5   of attorney dated 27 October 2011         )
6   in the presence of:                       )
7

     [Signature]                             [Signature]
     Signature of witness                    Signature of Attorney


     Yasushi Fukumura                        Shuzaburo Tsuchihashi
     Name                                    Name
8




 


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