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Western Australia



Iron Ore (Yandicoogina) Agreement Act 1996



As at 15 Dec 2011



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Western Australia



Iron Ore (Yandicoogina) Agreement Act 1996

Contents

1.

2.

3.

4.

5.



Short title

Commencement

Interpretation

Agreement ratified and implementation authorised

State empowered under clause 12C(9)(a)



1

1

1

2

2



Schedule 1 — Agreement

Schedule 2 — First Variation

Agreement

Schedule 3 — Second Variation

Agreement

Notes

Compilation table



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Western Australia



Iron Ore (Yandicoogina) Agreement Act 1996

An Act to ratify, and authorise the implementation of, an agreement

between the State and Hamersley Iron-Yandi Pty. Ltd. and

Hamersley Iron Pty. Ltd. relating to the establishment and operation

of an iron ore mine in the central Hamersley Range.

1.



Short title

This Act may be cited as the Iron Ore (Yandicoogina)

Agreement Act 1996 1.



2.



Commencement

This Act comes into operation on the day on which it receives

the Royal Assent 1.



3.



Interpretation

In this Act —

Agreement means the agreement, a copy of which is set out in

Schedule 1 and, except in section 4(1), includes that agreement

as amended from time to time in accordance with clause 33 of

the agreement and by the First Variation Agreement and the

Second Variation Agreement;

the First Variation Agreement means the agreement a copy of

which is set out in Schedule 2;

the Second Variation Agreement means the agreement a copy

of which is set out in Schedule 3.

[Section 3 amended: No. 61 of 2010 s. 22; No. 61 of 2011

s. 20.]



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Iron Ore (Yandicoogina) Agreement Act 1996



s. 4



4.



Agreement ratified and implementation authorised

(1)



The Agreement is ratified.



(2A)



The First Variation Agreement is ratified.



(2B)



The Second Variation Agreement is ratified.



(2)



The implementation of the Agreement is authorised.



(3)



Without limiting or otherwise affecting the Government

Agreements Act 1979, the Agreement operates and takes effect

despite any other written law or law.



(4)



To avoid doubt, it is declared that the provisions of the Public

Works Act 1902 section 96 do not apply to a railway constructed

under the Agreement.

[Section 4 amended: No. 61 of 2010 s. 23; No. 61 of 2011

s. 21.]



5.



State empowered under clause 12C(9)(a)

The State has power in accordance with clause 12C(9)(a) of the

Agreement.

[Section 5 inserted: No. 61 of 2010 s. 24.]



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Iron Ore (Yandicoogina) Agreement Act 1996

Schedule 1

Agreement



Schedule 1 — Agreement

[s. 3]

THIS AGREEMENT is made this day 22 of October 1996

BETWEEN

THE HONOURABLE RICHARD FAIRFAX COURT, B. Com., M.L.A.,

Premier of the State of Western Australia, acting for and on behalf of the said

State and its instrumentalities from time to time (hereinafter called “the State”)

of the first part

HAMERSLEY IRON-YANDI PTY LIMITED A.C.N. 009 181 793 a

company incorporated in Western Australia and having its registered office at

Level 22, Central Park, 152 - 158 St Goerge’s Terrace, Perth (hereinafter called

“the Company” in which term shall be included its successors and permitted

assigns) of the second part and

HAMERSLEY IRON PTY LIMITED A.C.N. 004 558 276 a company

incorporated in the State of Victoria and having its registered office in the State

of Western Australia at Level 22, Central Park 152 - 158 St. George’s Terrace,

Perth (hereinafter called “Hamersley”) of the third part.

W H E R E A S:

(a)



the Company has established within the lands the subject of Exploration

Licences Nos. E47/4 and E47/6 to E47/10 inclusive iron ore of

tonneages and grades sufficient to warrant economic recovery and

marketing;



(b)



the Company has put forward a project outline for a mining operation

which will have capacity to produce up to 15,000,000 tonnes of iron ore

per annum for transportation from the mining lease as markets develop

and which will provide accommodation for the mine workforce by way

of facilities established in the vicinity of the mining lease; and



(c)



the parties hereto have agreed to enter into this Agreement for the

purpose of assisting the establishment of the mining operation as

described above and providing a framework for managing future

changes to the project, particularly in relation to production and

workforce increases and changes in workforce accommodation

arrangements.



NOW THIS AGREEMENT WITNESSES:

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Iron Ore (Yandicoogina) Agreement Act 1996

Schedule 1

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Definitions

1.



In this Agreement subject to the context —

“accommodation area” means an area or areas on or in the vicinity of

the mining lease for accommodation and ancillary facilities for the mine

workforce;

“Acquisition Act” means the Land Acquisition and Public Works

Act 1902;

“advise”, “apply”, “approve”, “approval”, “consent”, “certify”,

“direct”, “notify”, “request”, or “require”, means advise, apply,

approve, approval, consent, certify, direct, notify, request, or require in

writing as the case may be and any inflexion or derivation of any of

those words has a corresponding meaning;

“approved proposal” means a proposal approved or determined under

this Agreement;

“beneficiated ore” means iron ore which has been concentrated or

upgraded otherwise than by washing, drying, crushing or screening or a

combination thereof by the Company in a plant constructed pursuant to

an approved proposal or such other plant as is approved by the Minister

after consultation with the Minister for Mines and “beneficiation” and

“beneficiate” have corresponding meanings;

“Clause” means a clause of this Agreement;

“commencement date” means the date the Bill referred to in Clause 3

comes into operation as an Act;

“Commonwealth” means the Commonwealth of Australia and includes

the Government for the time being thereof;

“Company’s workforce” means the persons (and the dependants of

those persons) connected directly with the Company’s activities under

this Agreement, whether or not such persons are employed by the

Company;

“EP Act” means the Environmental Protection Act 1986;

“fine ore” means iron ore excluding beneficiated ore which is

nominally sized minus six millimetres;



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Schedule 1

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“iron ore” includes beneficiated ore;

“Land Act” means the Land Act 1933;

“Land Tenure Plan” means the plan marked “A” initialled by or on

behalf of the parties hereto for the purpose of identification;

“laws relating to native title” means laws applicable from time to time

in Western Australia in respect of native title and includes the NTA;

“loading port” means the port of Dampier or if iron ore is not shipped,

or is not shipped from that port, then such port (which may include the

port of Dampier) as the Minister may determine for the purpose of this

definition;

“local authority” means the council of a municipality that is a city,

town or shire constituted under the Local Government Act 1995;

“lump ore” means iron ore excluding beneficiated ore which is

nominally sized plus six millimetres minus thirty millimetres;

“metallised agglomerates” means the product of a pyrometallurgical

iron ore reduction process which has a composition of not less than

85% (eighty five per cent) total iron excluding carbon;

“mine site” means the mining lease, the accommodation area and other

areas provided for the facilities of the Company in the vicinity of the

mining lease;

“mine workforce” means the Company’s workforce engaged for the

Company’s activities on the mine site but does not include persons

visiting the mine site in connection with the Company’s mining

activities on a short term basis only or employed for a specific task of

limited duration;

“Mining Act” means the Mining Act 1978;

“mining lease” means the mining lease, granted pursuant to Clause 11

and includes any renewal thereof and according to the requirements of

the context describes the area of land demised as well as the instrument

by which it is demised;

“Minister” means the Minister in the Government of the State for the

time being responsible for the administration of the Act to ratify this

Agreement and pending the passing of that Act means the Minister for

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the time being designated in a notice from the State to the Company and

includes the successors in office of the Minister;

“Minister for Mines” means the Minister in the Government of the

State for the time being responsible for the administration of the Mining

Act;

“month” means calendar month;

“native title” and “native title rights and interests” have the meaning

given to them in the NTA;

“notice” means notice in writing;

“NTA” means the Native Title Act 1993 (Commonwealth);

“person” or “persons” includes bodies corporate;

“private roads” means the roads referred to in subclause (1) of

Clause 15 and any other roads (whether within or outside the mining

lease) constructed by the Company in accordance with an approved

proposal or agreed by the State and the Company to be a private road

for the purposes of this Agreement;

“public road” means a road as defined by the Road Traffic Act 1974;

“said State” means the State of Western Australia;

“subclause” means subclause of the Clause in which the term is used;

“this Agreement” “hereof” and “hereunder” refer to this Agreement

whether in its original form or as from time to time added to varied or

amended;

“washing” means a process of separation by water using only size as a

criterion.



Interpretation

2.



(1)



In this Agreement —

(a)



page 6



monetary references are references to Australian currency

unless otherwise specifically expressed;



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Schedule 1

Agreement



(b)



power given under any clause other than Clause 35 to

extend any period or date shall be without prejudice to

the power of the Minister under Clause 35;



(c)



clause headings do not affect the interpretation or

construction;



(d)



words in the singular shall include the plural and words in

the plural shall include the singular according to the

requirements of the context;



(e)



one gender includes the other genders; and



(f)



reference to an Act includes the amendments to that Act

for the time being in force and also any Act passed in

substitution therefor or in lieu thereof and the regulations

for the time being in force thereunder.



(2)



Nothing in this Agreement shall be construed to exempt the

State or the Company from compliance with, or to require the

State or the Company to do anything contrary to, any law

relating to native title or any lawful obligation or requirement

imposed on the State or the Company, as the case may be,

pursuant to any law relating to native title.



(3)



Nothing in this Agreement shall be construed to exempt the

Company from compliance with any requirement in connection

with the protection of the environment arising out of or

incidental to its activities under this Agreement that may be

made pursuant to the EP Act.



Ratification and Operation

3.



(1)



The State shall introduce and sponsor a Bill in the State

Parliament of Western Australia to ratify this Agreement and

endeavour to secure its passage as an Act prior to

31 December 1996 or such later date as may be agreed between

the parties hereto.



(2)



The provisions of this Agreement other than this Clause and

Clauses 1 and 2 shall not come into operation until the Bill



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referred to in subclause (1) has been passed by the Parliament of

Western Australia and comes into operation as an Act.

(3)



If before 31 December 1996 the said Bill has not commenced to

operate as an Act then unless the parties hereto otherwise agree

this Agreement shall then cease and determine and no party

hereto shall have any claim against any other party hereto with

respect to any matter or thing arising out of, done, performed, or

omitted to be done or performed under this Agreement.



(4)



On the said Bill commencing to operate as an Act all the

provisions of this Agreement shall operate and take effect

notwithstanding the provisions of any Act or law.



Initial obligations of the Company

4.



(1)



The Company shall continue its field and office engineering,

environmental, heritage, market and finance studies and other

matters necessary for the purposes of this Clause and to enable

it to finalise and to submit to the Minister the detailed proposals

referred to in Clause 6.



(2)



The Company shall keep the State fully informed in writing

quarterly as to the progress and results of its operations under

subclause (1) and shall supply to the State such information in

relation thereto as the Minister may request.



(3)



The Company shall co-operate with the State and consult with

the representatives or officers of the State regarding matters

referred to in subclauses (1) and (2) and any other relevant

studies in relation to those subclauses that the Minister may

wish to undertake.



Surveys of lands

5.



page 8



(1)



For the purposes of Clause 4 and to the extent reasonably

necessary to enable the Company to carry out its obligations

under that Clause and to carry out surveys of land and other

works in relation to its proposed activities under this Agreement

and for the purpose of complying with and making applications

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with respect to land under the Aboriginal Heritage Act 1972

(for all of which purposes the Company shall be deemed to be

within the expression “the owner of any land” in section 18 of

that Act), but subject to the adequate protection of the

environment (including flora and fauna) and the land affected

(including improvements thereon) the Company and its agents

and contractors in relation to its proposed activities under this

Agreement may, subject to sections 82 and 83A of the

Acquisition Act and authorisations pursuant to those sections,

exercise the powers set out in those sections as if such activities

were a work under that Act.

(2)



The land to be granted pursuant to this Agreement, whether

under the Land Act or the Mining Act, will be drawn from

within the areas coloured red and blue on the Land Tenure Plan

and such other land as may be agreed between the State and the

Company.



Company to submit proposals

6.



(1)



Subject to the provisions of this Agreement the Company shall

on or before 31 December 1997 submit to the Minister to the

fullest extent reasonably practicable its detailed proposals

(including plans where practicable and specifications where

reasonably required by the Minister) with respect to the

production of up to 15,000,000 tonnes of iron ore per annum for

transportation from the mining lease and the transport and

shipment of iron ore produced which proposals shall make

provision for the Company’s workforce and associated

population required to enable the Company to mine and recover

iron ore from the mining lease and transport and ship the iron

ore and shall include the location, area, lay-out, design,

quantities, materials and time programme for the

commencement and completion of construction or the provision

(as the case may be) of each of the following matters,

namely —

(a)



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crushing, screening, handling, transport and storage of



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Iron Ore (Yandicoogina) Agreement Act 1996

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Agreement



iron ore and plant facilities and any beneficiation or

further processing of iron ore proposed to be carried out;

(b)



a railway between the mining lease and Hamersley’s

existing railway from Dampier to Marandoo and works

ancillary to or connected with the railway including

fencing (if any) and crossing places;



(c)



roads within the mining lease and roads serving the

mining lease;



(d)



temporary accommodation and ancillary facilities for the

mine workforce on or in the vicinity of the mining lease

and housing or other appropriate accommodation and

facilities elsewhere for the Company’s workforce;



(e)



water supply and disposal;



(f)



energy supplies;



(g)



storage and ship loading of iron ore;



(h)



mine aerodrome on or in the vicinity of the mining lease

and any other aerodrome facilities and services;



(i)



any other works, services or facilities desired by the

Company;



(j)



use of local labour, professional services, manufacturers,

suppliers, contractors and materials and measures to be

taken with respect to the engagement and training of

employees by the Company, its agents and contractors;



(k)



any leases, licences, easements and other titles to land

required from the State; and



(l)



an environmental management programme as to

measures to be taken, in respect of the Company’s

activities under this Agreement, for rehabilitation and the

protection and management of the environment.



Order of proposals

(2)



page 10



Each of the proposals pursuant to subclause (1) may with the

approval of the Minister or, if so required by him, shall be

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Schedule 1

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submitted separately and in any order as to any matter or

matters mentioned in subclause (1).

Additional submissions

(3)



At the time when the Company submits the said proposals it

shall submit to the Minister details of any services (including

any elements of the project investigations, design and

management) and any works, materials, plant, equipment and

supplies that it proposes to consider obtaining from or having

carried out or permitting to be obtained from or carried out

outside Australia together with its reasons therefor and shall, if

required by the Minister, consult with the Minister with respect

thereto.



Consideration of proposals

7.



(1)



In respect of each proposal pursuant to subclause (1) of

Clause 6 the Minister shall —

(a)



approve of the proposal without qualification or

reservation; or



(b)



defer consideration of or decision upon the same until

such time as the Company submits a further proposal or

proposals in respect of some other of the matters

mentioned in subclause (1) of Clause 6 not covered by

the said proposal; or



(c)



require as a condition precedent to the giving of his

approval to the said proposal that the Company make

such alteration thereto or comply with such conditions in

respect thereto as he thinks reasonable, and in such a case

the Minister shall disclose his reasons for such

conditions,



PROVIDED ALWAYS that where implementation of any

proposals hereunder have been approved pursuant to the EP Act

subject to conditions or procedures, any approval or decision of

the Minister under this Clause shall if the case so requires

incorporate a requirement that the Company make such



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Iron Ore (Yandicoogina) Agreement Act 1996

Schedule 1

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alterations to the proposals as may be necessary to make them

accord with those conditions or procedures.

Advice of Minister’s decision

(2)



The Minister shall within two months after receipt of proposals

pursuant to subclause (1) of Clause 6 give notice to the

Company of his decision in respect to the proposals,

PROVIDED THAT —

(a)



where a proposal is to be assessed under section 40(1)(b)

of the EP Act the Minister shall only give notice to the

Company of this decision in respect to the proposal

within 2 months after service on him of an authority

under section 45(7) of the EP Act; and



(b)



where implementation of a proposal by the State will

require the State to take any native title rights and

interests the Minister shall only give notice to the

Company of his decision in respect to the proposal within

2 months of the process of taking such native title rights

and interests by the State being completed.



Consultation with Minister

(3)



If the decision of the Minister is as mentioned in either of

paragraphs (b) or (c) of subclause (1) the Minister shall afford

the Company full opportunity to consult with him and should it

so desire to submit new or revised proposals either generally or

in respect to some particular matter.



Minister’s decision subject to arbitration

(4)



page 12



If the decision of the Minister is as mentioned in either of

paragraphs (b) or (c) of subclause (1) and the Company

considers that the decision is unreasonable the Company within

two months after receipt of the notice mentioned in

subclause (2) may elect to refer to arbitration in the manner

hereinafter provided the question of the reasonableness of the

decision PROVIDED THAT any requirement of the Minister

pursuant to the proviso to subclause (1) shall not be referable to

arbitration hereunder.



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Arbitration award

(5)



An award made on an arbitration pursuant to subclause (4) shall

have force and effect as follows —

(a)



if by the award the dispute is decided against the

Company then unless the Company within 3 months after

delivery of the award gives notice to the Minister of its

acceptance of the award this Agreement shall on the

expiration of that period of 3 months cease and

determine; or



(b)



if by the award the dispute is decided in favour of the

Company the decision shall take effect as a notice by the

Minister that he is so satisfied with and approves the

matter or matters the subject of the arbitration.



Effect of non-approval of proposals

(6)



Notwithstanding that under subclause (1) any proposals of the

Company are approved by the Minister or determined by

arbitration award, unless each and every such proposal and

matter is so approved or determined by 31st December 1997 or

by such extended date or period if any as the Company shall be

granted pursuant to the provisions of this Agreement then the

Minister may give to the Company 12 months notice of

intention to determine this Agreement and unless before the

expiration of the said 12 months period all the detailed

proposals and matters are so approved or determined this

Agreement shall cease and determine subject however to the

provisions of Clause 39.



Implementation of proposals

(7)



The Company shall implement the approved proposals in

accordance with the terms thereof.



Variation of proposals

(8)



Notwithstanding Clause 33 the Minister may during the

implementation of approved proposals approve variations to

those proposals.



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Extension of periods

(9)



The periods set forth in subclause (1) of Clause 6 and

subclause (6) of this Clause will be extended (in addition to any

extension granted pursuant to Clause 34 or 35) upon request of

either the Company or the State for such reasonable period or

periods as may be necessary from time to time to enable either

of them to comply with laws relating to native title.



Termination of Agreement

(10)



If either the Company or the State considers the establishment

of the mining operations as envisaged in subclause (1) of

Clause 6 should not proceed having regard to matters arising

out of laws relating to native title or by reason of claims or

objections lodged under laws relating to native title, that party

shall consult with the other in regard thereto. Subject to such

consultation, either of them may, at any time before production

of iron ore in commercial quantities is commenced, for reasons

the subject of such consultation, determine this Agreement by

notice to the other, whereupon this Agreement shall determine

and the provisions of Clause 39 will apply.



Overall development

8.



(1)



Having regard to the geographical relationship and physical

association of the mining lease with other iron ore deposits in

and to the general development of the central Hamersley Range

area, the Company in its initial proposals under Clause 6 and

any additional proposals pursuant to Clause 9 (other than a

proposal under that Clause to increase production of iron ore

where the total production after such increase will not exceed

15,000,000 tonnes of iron ore per annum for transportation from

the mining lease and the proposal does not involve any

significant variation to the mine infrastructure) or Clause 10

shall take into account and make provision where it is

reasonably practicable so to do for —

(a)



page 14



the economic and orderly overall development of the

lands the subject of this Agreement and those other iron

ore deposits;

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(2)



(b)



appropriate infrastructure development in the central

Hamersley Range area having regard to then existing iron

ore operations and facilities and to other existing

infrastructure including the Great Northern Highway; and



(c)



an open town or other appropriate housing and

accommodation arrangements to service the iron ore

mines and other developments in the central Hamersley

Range area.



The Company and the State shall co-operate and consult with

each other regarding the matters referred to in subclause (1),

State Government policies, planning and development

objectives, the Company’s commercial requirements and any

other relevant matters that the Minister or the Company may

wish to consider.



Additional proposals

9.



(1)



If the Company at any time during the continuance of this

Agreement desires to significantly modify, expand or otherwise

vary its activities carried on pursuant to this Agreement beyond

those activities specified in any approved proposals it shall give

notice of such desire to the Minister and within 2 months

thereafter shall submit to the Minister detailed proposals in

respect of all matters covered by such notice and such of the

other matters mentioned in subclause (1) of Clause 6 as the

Minister may require.



(2)



The provisions of Clause 6 and Clause 7 (other than

subclauses (5)(a) and (6) of Clause 7) shall mutatis mutandis

apply to detailed proposals submitted pursuant to this subclause

with the proviso that the Company may withdraw such

proposals at any time before approval thereof or, where any

decision of the Minister in respect thereof is referred to

arbitration, within 3 months after the award by notice to the

Minister that it shall not be proceeding with the same.



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Limits on mining

10.



(1)



The Company shall not produce more than 15,000,000 tonnes of

iron ore per annum for transportation from the mining lease nor

shall the total number of the mine workforce exceed 150

without the prior consent of the Minister and approval of

detailed proposals in regard thereto in accordance with this

Clause.



(2)



(a)



If the Company desires to increase the annual tonneage or

the mine workforce beyond that specified in subclause (1)

it shall give notice thereof to the Minister and furnish to

the Minister with that notice an outline of its proposals in

respect thereto (including the matters mentioned in

subclause (1) of Clause 6).



(b)



The Minister shall within one month of a notice under

paragraph (a) of this subclause advise the Company

whether or not he approves in principle the proposed

increase. An approval by the Minister under this

subclause may be given subject to conditions including a

condition requiring variations of or additions to this

Agreement PROVIDED THAT any such condition shall

not without the consent of the Company require

variations of —



(3)



page 16



(i)



the term of the mining lease or the railway lease or

the rental thereunder;



(ii)



the rentals payable under any other lease or licence

hereunder;



(iii)



the rates of or method of calculating royalty;



(iv)



the provisions of Clause 20; or



(v)



the provisions of Clause 23.



The Company shall not seek approval in principle to proposals

in regard to the production of more than 30 million tonnes of

iron ore per annum for transportation from the mining lease

unless the Minister in accordance with subclause (4) of

Clause 23 has approved or is deemed to have approved

proposals submitted under subclause (2) of that Clause for the

establishment within the State of plant for the production of

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metallised agglomerates or under subclause (6) of that Clause

for an alternative project in lieu of the Company’s obligations in

respect of the establishment of plant for the production of

metallised agglomerates under that Clause or unless the

Minister otherwise agrees for the purpose of this subclause to

receive a notice under subclause (2)(a).

(4)



(5)



(a)



If the Minister approves in principle a proposed increase

the Company must within three months of that approval

submit to the Minister detailed proposals in respect

thereof in accordance with any conditions of that

approval otherwise that approval shall lapse.



(b)



The provisions of subclause (2) of Clause 9 shall apply to

detailed proposals submitted pursuant to this subclause.



Any proposal under this Clause to increase the annual tonneage

to be produced or the number of the mine workforce shall

specify the proposed increase and on and after approval or

determination of any such proposal pursuant to paragraph (b) of

subclause (4) the provisions of this Clause shall apply mutatis

mutandis to the increased tonneage or number of the mine

workforce as the case may be and also to any subsequent desires

of the Company for an increase in the tonneage or mine

workforce.



Mining lease

11.



(1)



On application made by the Company to the Minister in such

manner as the Minister may determine, not later than 3 months

after all its proposals submitted pursuant to subclause (1) of

Clause 6 have been approved or determined and the Company

has complied with the provisions of subclause (3) of Clause 6,

for a mining lease of land within the land depicted by the area

coloured red on the Land Tenure Plan then held by the

Company or by Hamersley under the exploration licences

referred to in recital (a) of this Agreement the State shall subject

to the conditions set out in the following subclauses and insofar

as is permitted by laws relating to native title cause a mining

lease of the land so applied for to be granted to the Company.



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Conditions of grant of mining lease

(2)



page 18



The grant of the mining lease referred to in subclause (1) shall

be subject to the conditions that —

(a)



the mining lease may be in respect of one or more pieces

of land whether contiguous or not provided that the total

area leased shall not exceed 777 square kilometres, and

each piece of land shall be in the form of a rectangle or as

near thereto as is practicable;



(b)



the mining lease may be granted before the area leased

has been surveyed but in that case shall be granted

subject to the condition that the area leased shall be

surveyed by or on behalf of the State at the Company’s

expense and shall accord with that survey;



(c)



the mining lease shall permit the Company to mine iron

ore only;



(d)



the mining lease shall only be granted on the surrender of

Exploration Licences Nos. E47/4 and E47/7 to E47/10

and any part of Exploration Licence No. E47/6 which is

to be included in the mining lease;



(e)



the rental payable in respect of the mining lease shall be

that prescribed from time to time in the Mining Act

otherwise than under regulation 28A;



(f)



from and after the date 15 years after the first

transportation from the mining lease of iron ore on which

royalty is payable under subclause (2) of Clause 12 the

Company, in addition to the rental already referred to in

paragraph (e), shall pay to the State an additional rental in

respect of the mining lease equal to 25 cents per tonne on

all iron ore in respect of which royalty is payable under

subclause (2) of Clause 12, such additional rental to be

paid in respect of the same periods and at the same times

as such royalty is payable; and



(g)



the mining lease shall be granted under and, except as

otherwise provided in this Agreement, subject to the

Mining Act but in the form of the Schedule hereto.



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Term of mining lease

(3)



Subject to the performance by the Company of its obligations

under this Agreement and the Mining Act and notwithstanding

any provisions of the Mining Act to the contrary the term of the

mining lease shall be for a period of 21 years commencing from

the date of receipt of the application therefor under

subclause (1) with the right during the currency of this

Agreement to take two successive renewals of the said term

each for a further period of 21 years upon the same terms and

conditions, subject to the sooner determination of the said term

upon cessation or determination of this Agreement, such right to

be exercisable by the Company making written application for

any such renewal not later than one month before the expiration

of the current term of the mining lease.



Exemption from expenditure conditions

(4)



The State shall ensure that during the currency of this

Agreement and subject to compliance with its obligations

hereunder the Company shall not be required to comply with

the expenditure conditions imposed by or under the Mining Act

in regard to the mining lease.



(5)



The Company shall lodge with the Department of Minerals and

Energy at Perth mineral exploration reports in accordance with

section 115A of the Mining Act but shall not be required to

lodge any operations reports in accordance with that section.



Reports



Access over mining lease

(6)



The Company shall at all times permit the State and third parties

with the consent of the State (with or without stock, vehicles

and rolling stock) to have access to and to pass over the mining

lease (by separate route, road or railway) so long as that access

and passage does not unduly prejudice or interfere with the

activities of the Company under this Agreement.



Surrender of part of mining lease

(7)



Notwithstanding the provisions of this Clause and the Mining

Act with the approval of the Minister the Company may from



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time to time (with abatement of future rent in respect to the area

surrendered but without any abatement of rent already paid or

any rent which has become due and has been paid in advance)

surrender to the State all or any portion or portions of the

mining lease.

Additional areas

(8)



Notwithstanding the provisions of the Mining Act the Company

may from time to time during the currency of this Agreement

apply to the Minister for areas held by the Company under a

mining tenement granted under the Mining Act to be included

in the mining lease but so that the total area of the mining lease

shall not at any time exceed 777 square kilometres. The

Minister shall confer with the Minister for Mines in regard to

any such application and if they in their discretion approve the

application the Minister for Mines shall upon the surrender of

the relevant mining tenement include the area the subject

thereof in the mining lease subject to such of the conditions of

the surrendered mining tenement as the Minister for Mines

determines but otherwise subject to the same terms covenants

and conditions as apply to the mining lease (with such

apportionment of rents as is necessary) and notwithstanding that

the survey of such additional land has not been completed but

subject to correction to accord with the survey when completed

at the Company’s expense.



(9)



The Company shall not mine or carry out other activities (other

than exploration, bulk sampling and testing) on any area of

areas added to the mining lease pursuant to subclause (8) of this

Clause unless and until proposals with respect thereto are

approved or determined pursuant to the subsequent provisions

of this Clause.



(10)



If the Company desires to commence mining of iron ore or to

carry out any other activities (other than as aforesaid) on the

said areas it shall give notice of such desire to the Minister and

shall within 2 months of the date of such notice (or thereafter

within such extended time as the Minister may allow as

hereinafter provided) and subject to the provisions of this

Agreement submit to the Minister to the fullest extent

reasonably practicable its detailed proposals (which proposals



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shall include plans where practicable and specifications where

reasonably required by the Minister) with respect to such

mining or other activities as additional proposals pursuant to

Clause 9.

Other mining tenements

(11)



(a)



Notwithstanding anything contained or implied in this

Agreement or in the mining lease or the Mining Act,

mining tenements may subject to the provisions of this

Clause be granted to or registered in favour of persons

other than the Company under the Mining Act in respect

of the areas the subject of the mining lease unless the

Minister for Mines determines that such grant or

registration is likely unduly to prejudice or interfere with

the current or prospective operations of the Company

hereunder with respect to iron ore, assuming the taking

by the Company of reasonable steps to avoid the

prejudice or interference, or is likely unduly to reduce the

quantity of economically extractable iron ore available to

the Company.



(b)



A mining tenement granted or registered as a result of

this Clause shall not confer any right to mine or otherwise

obtain rights to iron ore on the tenement.



(c)



(i)



In respect of any application for a mining tenement

made under the Mining Act in respect of an area

the subject of the mining lease the Minister for

Mines shall consult with the Minister and the

Company with respect to the significance of iron

ore deposits in, on or under the land the subject of

the application and any effect the grant of a mining

tenement pursuant to such application might have

on the current or prospective iron ore operations of

the Company under this Agreement.



(ii)



Where the Minister for Mines, after taking into

account any matters raised by the Minister or the

Company determines that the grant or registration

of the application is likely to have the effect on the

operations of the Company or the iron ore referred



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to in paragraph (a) of this subclause, he shall

notwithstanding any recommendation of any

mining registrar or warden, by notice served on the

mining registrar with whom the application was

lodged, refuse the application.



(d)



page 22



(iii)



Before making a determination pursuant to

subparagraph (ii) of this paragraph the Minister for

Mines may request the warden of the mineral field

or district thereof in which is situated the mining

tenement for which the application was made to

hear the application and any objections thereto and

as soon as practicable after the hearing of the

application to report to the Minister for Mines on

the application and the objections and the effect on

the current or prospective operations of the

Company or the quantity of economically

extractable iron ore that a grant of the application

might have.



(i)



Except as provided in paragraph (c) of this

subclause no mining registrar shall deal with an

application for a mining tenement in respect of an

area the subject of the mining lease unless and until

the Minister for Mines has notified him that it is

not intended to refuse the application pursuant to

paragraph (c) of this subclause. Following such

advice to the mining registrar the application shall

be disposed of under and in accordance with the

Mining Act save that where the warden has heard

the application and objections thereto pursuant to

subparagraph (iii) of paragraph (c) of this

subclause, the application may be dealt with by the

warden without further hearing.



(ii)



The Company may exercise in respect of any

application for a mining tenement lodged with a

mining registrar any right that it may have under

the Mining Act to object to the granting of the

application.



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(e)



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(iii)



Any mining tenement granted pursuant to such

application shall, in addition to any covenants and

conditions that may be prescribed or imposed, be

granted subject to such conditions as the Minister

for Mines may determine having regard to the

matters the subject of the consultations with the

Minister and the Company pursuant to

subparagraph (i) of paragraph (c) of this subclause

and any matters raised by the Company before the

warden pursuant to subparagraph (iii) of

paragraph (c) of this subclause or to

subparagraph (ii) of this paragraph.



(i)



On the grant of any mining tenement pursuant to

an application to which this subclause applies the

land the subject thereof shall thereupon be deemed

excised from the mining lease (with abatement of

future rent in respect of the area excised but

without any abatement of rent already paid or of

rent which has become due and has not been paid

in advance).



(ii)



On the expiration or sooner determination of any

such mining tenement or, if that tenement is a

prospecting licence, exploration licence or

retention licence and a substitute tenement is

granted in respect thereof pursuant to an

application made under section 49 or section 67 or

section 70L of the Mining Act, then on the

expiration or sooner determination of the substitute

title the land the subject of such mining tenement

or substitute title as the case may be shall

thereupon be deemed to be part of the land in the

mining lease (with appropriate adjustment of

rental) and unless the Minister otherwise directs

shall be subject to the terms and conditions of the

mining lease and this Agreement.



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Royalties

12.



(1)



In this Clause —

“agreed or determined” means agreed between the Company

and the Minister or, failing agreement within three months of

the Minister giving notice to the Company that he requires the

value of a quantity of iron ore to be agreed or determined, as

determined by the Minister and in agreeing or determining a

fair and reasonable market value of such iron ore assessed at an

arm’s length basis the Company and/or the Minister as the case

may be shall have regard to the prices for that type of iron ore

prevailing at the time the price for such iron ore was agreed

between the Company and the purchaser in relation to the type

of sale and the market into which such iron ore was sold and

where prices beyond the deemed f.o.b. point are being

considered the deductions mentioned in the definition of f.o.b.

value;

“deemed f.o.b. point” means on ship at the loading port;

“deemed f.o.b. value” means an agreed or determined value of

the iron ore as if the iron ore was sold f.o.b. at the deemed f.o.b.

point as at —

(i)



in the case of iron ore the property of the Company which

is shipped out of the said State, the date of shipment;



(ii)



in any other case, the date of sale, transfer of ownership,

disposal or use as the case may be;



“f.o.b. value” means —

(i)



page 24



in the case of iron ore shipped and sold by the Company,

the price which is payable for the iron ore by the

purchaser thereof to the Company or, where the Minister

is not satisfied that the price payable in respect of the iron

ore represents a fair and reasonable market value for that

iron ore assessed at an arm’s length basis, such amount as

is agreed or determined, less all export duties and export

taxes payable to the Commonwealth on the export of the

iron ore and all costs and charges properly incurred and

payable by the Company from the time the iron ore shall



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be placed on ship at the loading port to the time the same

is delivered and accepted by the purchaser including —



(ii)



(1)



ocean freight;



(2)



marine insurance;



(3)



port and handling charges at the port of discharge;



(4)



all costs properly incurred in delivering the iron

ore from port of discharge to the smelter and

evidenced by relevant invoices;



(5)



all weighing sampling assaying inspection and

representation costs;



(6)



all shipping agency charges after loading on and

departure of ship from the loading port;



(7)



all import taxes by the country of the port of

discharge; and



(8)



such other costs and charges as the Minister may in

his discretion consider reasonable in respect of any

shipment or sale;



in all other cases, the deemed f.o.b. value.



For the purpose of subparagraph (i) of this definition, it is

acknowledged that the consideration payable in an arm’s length

transaction for iron ore sold solely for testing purposes may be

less than the fair and reasonable market value for that iron ore

and in this circumstance where the Minister in his discretion is

satisfied such consideration represents the entire consideration

payable, the Minister shall be taken to be satisfied that such

entire consideration represents the fair and reasonable market

value.



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(2)



The Company shall during the continuance of this Agreement

pay to the State royalty on all iron ore from the mining lease

(other than iron ore shipped solely for testing purposes and in

respect of which no purchase price or other consideration is

payable or due) as follows —

(a)



(b)



for the period ending on 31 December 2010 —

(i)



on lump ore at the rate of 7.5% of the f.o.b. value;



(ii)



on fine ore at the rate of 5.625% of the f.o.b. value;



(iii)



on beneficiated ore at the rate of 5.0% of the f.o.b.

value; and



(iv)



on any other iron ore at the rate of 7.5% of the

f.o.b. value,



for the period commencing on 1 January 2011 — on all

iron ore at the rate or rates from time to time prescribed

under the Mining Act,



PROVIDED HOWEVER in respect to paragraphs (a) and (b) of

this subclause —



page 26



(c)



where iron ore sold or intended to be sold as fine ore

includes lump ore nominally sized minus 10 millimetres

the royalty payable on such iron ore shall be the royalty

payable on fine ore; and



(d)



where iron ore from the mining lease is processed in the

said State into pellets, sinter, metallised agglomerates or

steel by the Company or a third party the rates applicable

pursuant to this subclause shall be reduced in respect of

that iron ore by —

(i)



0.5% in respect of iron ore processed into pellets or

sinter;



(ii)



1.0% in respect of iron ore processed into

metallised agglomerates;



(iii)



2.0% in respect of iron ore processed into steel.



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(3)



The Company shall —

(a)



within fourteen days after the quarter days the last days of

March, June, September and December in each year

commencing with the quarter day next following the first

transportation of iron ore from the mining lease furnish to

the Minister a return showing the quantity of all

beneficiated ore produced and all fine ore, lump ore and

other iron ore the subject of royalty hereunder and sold,

transferred or otherwise disposed of or used (as the case

may be) during the quarter immediately preceding the

due date of the return and shall not later than 2 months

after such due date pay to the Minister the royalty

payable in respect thereof or if the f.o.b. value is not then

finally calculated, agreed or determined pay to the

Minister on account of the royalty payable hereunder a

sum calculated on the basis of invoices or provisional

invoices (as the case may be) rendered by the Company

to the purchaser (which invoices the Company shall

render without delay simultaneously furnishing copies

thereof to the Minister) of such iron ore or on the basis of

estimates as agreed or determined and shall from time to

time in the next following appropriate return and payment

make (by return and by cash) all such necessary

adjustments (and give to the Minister full details thereof)

when the f.o.b. value shall have been finally calculated,

agreed or determined;



(b)



permit the Minister or his nominee to inspect at all

reasonable times the books of account and records of the

Company including contracts relative to any shipment or

sale of iron ore hereunder and records of iron ore in

stockpile or transit and to take copies of extracts

therefrom and for the purpose of determining the f.o.b.

value in respect of any shipment sale transfer or other

disposal or use or production of iron ore hereunder the

Company will take reasonable steps —

(i)



As at 15 Dec 2011



to provide the Minister with current prices for iron

ore and other details and information that may be

required by the Minister for the purpose of

agreeing or determining the f.o.b. value; and

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(ii)



to satisfy the State either by certificate of a

competent independent party acceptable to the

State or otherwise to the Minister’s reasonable

satisfaction as to all relevant weights and analyses

and will give due regard to any objection or

representation made by the Minister or his nominee

as to any particular weight or assay or iron ore

which may affect the amount of royalty payable

hereunder;



and

(c)



as and when required by the Minister for Mines from

time to time install and thereafter maintain in good

working order and condition meters for measuring

quantities of iron ore and iron ore products of such design

or designs and at such places as the Minister for Mines

may require.



Protection and management of the environment

13.



(1)



The Company shall in respect of the matters referred to in

paragraph (l) of subclause (1) of Clause 6 which are the subject

of approved proposals, carry out a continuous programme of

investigation research and monitoring to ascertain the

effectiveness of the measures it is taking both generally and

pursuant to such approved proposals as the case may be for

rehabilitation and the protection and management of the

environment.



(2)



The Company shall during the currency of this Agreement

submit to the Minister —

(a)



page 28



not later than the 30th day of June, 1998 and the 30th day

of June in each year thereafter (except those years in

which a comprehensive report is required to be submitted

pursuant to paragraph (b) of this subclause) a brief report

concerning investigations and research carried out

pursuant to subclause (1) and the implementation by the

Company of the elements of the approved proposals

relating to the rehabilitation, protection and management

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of the environment in the year ending the 30th day of

April immediately preceding the due date for the brief

report; and

(b)



(3)



not later than the 30th day of June 2000 and the 30th day

of June in each third year thereafter if so requested by the

Minister from time to time, a comprehensive report on

the result of such investigations and research and the

implementation by the Company of the elements of the

approved proposals relating to the rehabilitation,

protection and management of the environment during

the three year period ending the 30th day of April

immediately preceding the due date for the detailed report

and the programme proposed to be undertaken by the

Company during the following three year period in regard

to investigation and research under subclause (1) and the

implementation by the Company of the elements of the

approved proposals relating to the rehabilitation

protection and management of the environment.



The Minister may within 2 months of receipt of a detailed report

pursuant to paragraph (b) of subclause (2) notify the Company

that he —

(a)



approves the report and programme (if any); or



(b)



requires amendment of the report and/or programme (if

any) for the ensuing 3 years; or



(c)



requires additional detailed proposals to be submitted for

the rehabilitation, protection and management of the

environment.



(4)



The Company shall within 2 months of receipt of a notice

pursuant to paragraph (b) of subclause (3) submit to the

Minister an amended report and/or programme as required. The

Minister shall afford the Company full opportunity to consult

with him on his requirements during the preparation of any

amended report or programme.



(5)



The Minister may within 1 month of receipt of an amended

report or programme pursuant to subclause (4) notify the

Company that he requires additional detailed proposals to be



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submitted for the rehabilitation, protection and management of

the environment.

(6)



The Company shall within 2 months of receipt of a notice

pursuant to paragraph (c) of subclause (3) or subclause (5) of

this Clause submit to the Minister additional detailed proposals

as required and the provisions of subclauses (1), (2), (3), (4) (5)

and (7) of Clause 7 shall mutatis mutandis apply to those

proposals.



Use of local labour professional services and materials

14.



(1)



page 30



The Company shall, for the purposes of this Agreement —

(a)



except in those cases where the Company can

demonstrate it is impracticable so to do, use labour

available within Western Australia (using all reasonable

endeavours to ensure that as many as possible of the

contractor’s workforce be recruited from the Pilbara) or if

such labour is not available then, except as aforesaid, use

labour otherwise available within Australia;



(b)



as far as it is reasonable and economically practicable so

to do, use the services of engineers, surveyors, architects

and other professional consultants, experts and

specialists, project managers, manufacturers, suppliers

and contractors resident and available within Western

Australia or if such services are not available within

Western Australia then, as far as practicable as aforesaid,

use the services of such persons otherwise available

within Australia;



(c)



during design and when preparing specifications, calling

for tenders and letting contracts for works, materials,

plant, equipment and supplies (which shall at all times,

except where it is impracticable so to do, use or be based

upon Australian Standards and Codes) ensure that

suitably qualified Western Australian and Australian

suppliers, manufacturers and contractors are given fair

and reasonable opportunity to tender or quote;



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(d)



give proper consideration and where possible preference

to Western Australian suppliers, manufacturers and

contractors when letting contracts or placing orders for

works, materials, plant, equipment and supplies where

price, quality, delivery and service are equal to or better

than that obtainable elsewhere or, subject to the

foregoing, give that consideration and where possible

preference to other Australian suppliers, manufacturers

and contractors; and



(e)



if notwithstanding the foregoing provisions of this

subclause a contract is to be let or an order is to be placed

with other than a Western Australian or Australian

supplier, manufacturer or contractor, give proper

consideration and where possible preference to tenders,

arrangements or proposals that include Australian

participation.



(2)



Except as otherwise agreed by the Minister the Company shall

in every contract entered into with a third party for the supply of

services, labour, works, materials, plant, equipment or supplies

for the purposes of this Agreement require as a condition

thereof that such third party shall undertake the same

obligations as are referred to in subclause (1) and shall report to

the Company concerning such third party’s implementation of

that condition.



(3)



The Company shall submit a report to the Minister at monthly

intervals or such longer period as the Minister determines

commencing from the date of this Agreement concerning its

implementation of the provisions of this Clause together with a

copy of any report received by the Company pursuant to

subclause (2) during that month or longer period as the case

may be PROVIDED THAT the Minister may agree that any

such reports need not be provided in respect of contracts of such

kind or value as the Minister may from time to time determine.



(4)



The Company shall keep the Minister informed on a regular

basis as determined by the Minister from time to time or

otherwise as required by the Minister during the currency of this

Agreement of any services (including any elements of the

project investigations, design, and management) and any works,



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materials, plant, equipment and supplies that it may be

proposing to obtain from or have carried out or permit to be

obtained from or carried out outside Australia together with its

reasons therefor and shall as and when required by the Minister

consult with the Minister with respect thereto.



Roads — Private roads

15.



(1)



Except with the consent of the Minister private roads providing

access to the mining lease shall be restricted to —

(a)



a road between the mining lease and the accommodation

area;



(b)



a road between the mining lease and the mine aerodrome

serving the mining lease; and



(c)



a railway maintenance road within the railway lease.



Construction of private roads

(2)



The Company shall —

(a)



be responsible for the cost of the construction and

maintenance of all private roads which shall be used in its

activities hereunder;



(b)



at its own cost erect signposts and take other steps that

may be reasonable in the circumstances to prevent any

persons and vehicles other than those engaged upon the

Company’s activities and its invitees and licensees from

using the private roads; and



(c)



at any place where any private roads are constructed by

the Company so as to cross any public roads or private

railways provide at its cost such reasonable protection

and signposting as may be required by the Commissioner

of Main Roads or the owner of the private railway as the

case may be.



Maintenance of public roads

(3)



page 32



The State shall maintain or cause to be maintained those public

roads under the control of the Commissioner of Main Roads or

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a local authority which may be used by the Company for the

purposes of this Agreement to a standard similar to comparable

public roads maintained by the Commissioner of Main Roads or

a local authority as the case may be.

Upgrading of public roads

(4)



In the event that for or in connection with the Company’s

activities hereunder the Company or any person engaged by the

Company uses or wishes to use a public road (whether referred

to in subclause (3) or otherwise) which is inadequate for the

purpose, or any use by the Company or any person engaged by

the Company of any public road results in excessive damage to

or deterioration thereof (other than fair wear and tear) the

Company shall pay to the State or the local authority as the case

may require the whole or an equitable part of the total cost of

any upgrading required or of making good the damage or

deterioration as may be reasonably required by the

Commissioner of Main Roads having regard to the use of such

public road by others.



Acquisition of private roads

(5)



Where a road constructed by the Company for its own use is

subsequently required for public use, the State may, after

consultation with the Company and so long as resumption

thereof shall not unduly prejudice or interfere with the activities

of the Company under this Agreement, resume and dedicate

such road as a public road. Upon any such resumption the State

shall pay to the Company such amount as is reasonable.



Aerodrome

16.



(1)



The Company shall confer with the Minister on any upgrading

of existing aerodrome facilities and services in the Pilbara

region that the Minister after consultation with the relevant local

authority may consider to be required as a result of the

Company’s activities under this Agreement.



(2)



The Company shall not without the approval of the Minister

propose or construct any mine aerodrome of a standard greater



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than the standard requirements for aircraft with a maximum take

off weight of 20,000 kg.



Electricity — purchase of electricity

17.



The Company may in accordance with its approved proposals hereunder

and subject to the provisions of the Electricity Act 1945 and any other

relevant Act —

(a)



install and operate without cost to the State, at an appropriate

location or locations equipment of sufficient capacity to

generate electricity for its activities on the mine site; and



(b)



transmit power within the mine site subject to the provisions of

the Electricity Act 1945 and any other relevant Act.



Water — mining lease

18.



(1)



(a)



To the fullest extent reasonably practicable the Company

shall use water obtained from dewatering on the mining

lease for its purposes under this Agreement.



(b)



Nothing in this Agreement shall be construed to exempt

the Company from any liability to the State or to third

parties arising out of or caused by extraction of water

from the mining lease by dewatering or any discharge or

escape from the mining lease of water obtained by

dewatering.



Water requirements

(2)



page 34



The State and the Company shall agree upon the amounts (and

qualities thereof) of the Company’s annual and maximum daily

water requirements for use in its activities hereunder at the mine

site (which amounts or such other amounts as shall from time to

time be agreed between them to be reasonable are hereinafter

called “the mining water requirements”) and amounts required

to be withdrawn in dewatering.



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Rights to water and water services

(3)



Except as otherwise specifically provided for under this Clause

the mining water requirements shall be obtained in accordance

with laws applicable from time to time in Western Australia in

respect of rights in water and the supply of water and water

services.



Grant of licence

(4)



Subject to and in accordance with the approved proposals and

the Rights in Water and Irrigation Act 1914 the State shall grant

or cause to be granted to the Company a licence to develop and

draw from the source specified in those proposals, at the

Company’s cost but without fee, the mining water requirements

(less any withdrawal amounts included therein) and withdrawal

amounts on such terms and conditions as are necessary to

ensure good water resource management as the Minister may

from time to time require and during the continuance of this

Agreement grant renewals of any such licence PROVIDED

HOWEVER that should that source prove hydrologically

inadequate to meet the mining water requirements on a

continuous basis, the State may on at least 6 months prior notice

to the Company (or on at least 48 hours prior notice if in the

opinion of the Minister an emergency situation exists) limit the

amount of water which may be taken from that source at any

one time or from time to time to the maximum which in the

opinion of the Minister that source is hydrologically capable of

meeting as aforesaid.



Minimisation of water consumption

(5)



The Company shall to the extent that it is practical and

economical design, construct and operate all plant and

equipment used in its activities under this Agreement so as to

minimise water consumption and shall at all times use its best

endeavours to minimise the consumption of water in its

activities under this Agreement and ensure the most efficient

use of the available water resources.



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Provision of accommodation/housing

19.



(1)



(2)



page 36



Accommodation for the mine workforce at the mine site when

the Company is producing not more than 15,000,000 tonnes of

iron ore per annum for transportation from the mining lease and

the total number of the mine workforce is not more than 150

shall be by way of temporary accommodation units (not

caravans) and ancillary facilities of a standard generally used in

the mining industry located in the vicinity of the mining lease

and —

(a)



the accommodation units and facilities ancillary to the

accommodation units (which may include a mess/wet

mess, amenities blocks and offices for Company

management personnel) may be provided by the

Company or a contractor to the Company but shall be

subject to the prior approval of the Minister as to nature

and type;



(b)



all accommodation units on the mine site shall be

removed from the mine site upon the mine workforce

being accommodated elsewhere than at the mine site;



(c)



only the mine workforce and persons visiting the mine

site in connection with the Company’s mining activities

on a short term basis or employed for a specific task of

limited duration shall be permitted to stay at the

accommodation area; and



(d)



no dependants or pets shall be allowed on the mine site.



If and whenever the Company proposes —

(a)



to give a notice of proposed increase of tonneages or

workforce pursuant to Clause 10;



(b)



to substantially add to, upgrade, replace or relocate

accommodation units; or



(c)



to use its own workforce in place of a contractor

workforce or to use a contractor workforce in place of its

own workforce in its mining activities; or



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(d)



to construct an additional accommodation area separate

from that already established



it shall confer with the Minister with respect to the future

accommodation of the mine workforce (including those

members of the mine workforce then accommodated at the

accommodation area) which may include expansion or

alteration of the accommodation area, establishment of or

assimilation into a new townsite, and assimilation into an

existing town before submitting any proposal in regard thereto

to the Minister.

(3)



The Company shall likewise confer with the Minister at the

request of the Minister if the State proposes an open town in the

central Hamersley Range area and shall co-operate with the

State on any studies in relation to such a proposal that may be

required to select a site for the town.



(4)



If the State and the Company agree that the mine workforce can

be located in the proposed open town then the Company will

relocate the workforce to the open town within an agreed period

of time at no cost to the State and make such contributions to

the infrastructure and community facilities in the open town as

are agreed between the State and the Company to be required to

service the needs of the Company’s workforce.



(5)



As and when required by the Minister after consultation with

the relevant local authority, the Company shall confer with the

Minister with a view to assisting in the cost of providing any

appropriate community, recreation, civic or social amenities at

any existing town required for the Company’s workforce and

associated population.



Railway

20.



(1)



Subject to and in accordance with approved proposals the

Company shall in a proper and workmanlike manner and in

accordance with recognised standards for railways of a similar

nature operating under similar conditions construct along the

route specified in the approval proposals (but subject to the

provisions of the Acquisition Act, to the extent that they are



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applicable) a standard gauge railway specified in the approved

proposals connecting the mining lease to Hamersley’s existing

Dampier - Marandoo railway and shall also construct inter alia

any necessary deviations, loops, spurs, sidings, crossing, points,

bridges, signalling switches and other works and appurtenances

and provide for crossings and (where appropriate and required

by the Minister) grade separation or other protective devices (all

of which together with the specified railway is referred to in this

Agreement as “the railway”) and shall operate the railway with

sufficient and adequate locomotives, freight cars and other

railway stock and equipment for the purposes of the Company’s

activities under this Agreement.

(2)



The Company shall during the continuance of this Agreement

operate the railway in a safe and proper manner and shall

provide crossings for livestock and also for any roads and other

railways which now exist and where it can do so without unduly

prejudicing or interfering with its activities hereunder the

Company shall allow such crossings for roads and railways

which may be constructed for future needs and which may be

required to cross the railway.



(3)



The Company shall if and when reasonably required so to do

transport passengers and carry the freight of the State and third

parties over the railway where it can do so without unduly

prejudicing or interfering with its activities under this

Agreement and subject to the payment to it of the charges

prescribed by and for the time being payable under any by-laws

made by the Company in respect of the transporting of

passengers and the carriage of freight over the railway and

subject to the due compliance with the other requirements and

conditions prescribed by such by-laws or, should there be no

such by-laws for the time being in force, then subject to the

payment of such charges and the due compliance with such

requirements and conditions as in either case shall be reasonable

having regard to the cost to the Company of the construction

and operation of the railway.



(4)



In relation to its use of the railway when transporting

passengers or carrying freight pursuant to subclause (3) the

Company shall not be deemed to be a common carrier at law or

otherwise.



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(5)



The Company shall not enter into any agreement or other

arrangement for the use of or the carriage of iron ore or iron ore

products of the Company over any railway not established by

the Company pursuant to this Agreement (other than

Hamersley’s existing Dampier - Marandoo railway) without the

prior approval of the State thereto and to the proposed terms and

conditions (including charges) for such use or carriage.



(6)



The Minister may upon recommendation by the Company

make, alter and repeal by-laws for the purpose of enabling the

Company to fulfil its obligations under this Clause upon terms

and subject to conditions (including terms and conditions as to

user charging and limitation of the liability of the Company) as

set out in such by-laws consistent with the provisions hereof.

Should the Minister at any time consider that any by-law made

hereunder has as a result of altered circumstances become

unreasonable or inapplicable then the Company shall

recommend such alteration or repeal thereof as the Minister

may reasonably require or (in the event of there being any

dispute as to the reasonableness of such requirement) then as

may be decided by arbitration hereunder.



(7)



(a)



Where the railway crosses the Great Northern Highway

the Company shall be responsible at its cost for the

construction, operation and maintenance of level crossing

warning signs and such extra warnings to Highway users

as may be reasonably required by the Commissioner of

Main Roads.



(b)



The Company and the State shall co-operate and consult

with each other on additional works and actions which

may be required from time to time to ensure safe

operation of the railway crossing referred to in

paragraph (a) and the Company shall be responsible at its

cost for carrying out such additional works and actions.



Lands

21.



(1)



On application made by the Company, not later than 3 months

after a proposal submitted pursuant to subclause (1) of Clause 6

has been approved or determined or not later than 3 months



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after proposals submitted under subclause (1) of Clause 9 or

subclause (3) of Clause 10 have been approved or determined

the State shall in accordance with the Company’s approved

proposals and insofar as is permitted by laws relating to native

title grant to the Company, or arrange to have the appropriate

authority or other interested instrumentality of the State grant

from within the land depicted by the area coloured blue on the

Land Tenure Plan and in respect of other land approved for the

purposes of this Clause by the Minister, for such periods and on

such terms and conditions including rentals and renewal rights

as shall be reasonable having regard to the requirements of the

Company, leases and where applicable licences for the use of

land, easements and rights of way for all or any of the purposes

of the Company’s activities hereunder including any of the

following namely — accommodation area, aerodrome, railway,

private roads, tailing areas, water pipelines, pumping

installations and reservoirs, power transmission lines, radio and

communication sites, plant site areas and pits for obtaining

stone, sand, clay and gravel.

Modification of Land Act

(2)



page 40



For the purpose of this Agreement in respect of any land the

subject of or proposed to be the subject of a lease or licence

granted by the State to the Company under subclause (1) —

(a)



the Minister for Lands may lease to the Company any lot

being town or suburban lands without offering that land

to the public;



(b)



the Minister for Lands may grant a lease of land to the

Company without giving notice of the Company’s

application for that land or of the purpose or term for

which it is proposed to be granted;



(c)



an application for land made by the Company under

subclause (1) shall take priority over any other

application made for that land under the Land Act;



(d)



it shall not be a prerequisite to the validity of any transfer,

mortgage or sublease permitted under this Agreement of

any lease or licence that the approval to the transfer,

mortgage or sublease of the Minister for Lands or of an

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officer of the department of the State government

assisting him in the administration of the Land Act be

obtained;

(e)



the Minister for Lands may grant occupancy rights over

land on such terms and conditions as the Minister for

Lands may determine;



(f)



the Minister for Lands may grant leases or licences for

terms or periods and on terms and conditions (including

renewal rights) and in forms consistent with the

provisions of this Agreement in lieu of the terms or

periods, terms and conditions and forms referred to in the

Land Act.



The provisions of this subclause shall not operate so as to

prejudice the rights of the State to determine any lease, licence

or other right or title in accordance with the other provisions of

this Agreement.

Stone, sand, clay and gravel

(3)



The State shall in accordance with approved proposals grant to

the Company a mining lease or mining leases for the obtaining

of stone, sand, clay and gravel for the construction of works the

subject of approved proposals, such mining lease or mining

leases to be granted under and except as otherwise provided

herein subject to the Mining Act but limited in term to a

reasonable period required for construction of the works and

rehabilitation in accordance with the proposals. No royalty

shall be payable under the Mining Act in respect of stone, sand,

clay and gravel obtained from any such mining lease.



Resumption for the purposes of this Agreement

22.



(1)



The State, pursuant to the Acquisition Act may, for the purpose

of conferring interests therein on the Company, take and resume

any land within the areas coloured red and blue on the Land

Tenure Plan the subject of approved proposals and any other

land as specified in approved proposals and may grant leases,

licences or easements in respect of the whole or portions of that

land to the Company. The Company shall pay to the State, on



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demand, the costs to the State of and incidental to the taking of

any land pursuant to this Clause, including the cost of any

compensation due to any holder of native title or native title

rights and interests in the land.

(2)



For the purposes of this Agreement and in the Acquisition Act

when construed for the purposes of this Agreement, a reference

to “land” shall be read as extending to any land or to any

portion of any land and to the subsoil, surface or airspace

relating thereto and to any estate, right, title, easement, lease,

licence, privilege, native title right or interest or other interest,

in, over, under, affecting, or in connection with that land or any

portion, stratum or other specified sector of that land.



Further processing

23.



(1)



(2)



During the continuance of this Agreement, the Company shall

undertake ongoing investigations into the technical and

economic feasibility of establishing within the said State plant

for the production of metallised agglomerates and shall on or

before the earlier of —

(a)



the date 7 years after the date on which iron ore from the

mining lease (other than iron ore transported solely for

testing purposes and in respect of which no purchase

price or other consideration is payable or due) is first

transported from the mining lease; and



(b)



the date on which the 100 millionth tonne of such iron

ore from the mining lease is transported from the mining

lease submit to the Minister detailed reports of such

investigations to the date of the report and its program,

budget and timetable for the preparation of the proposals

referred to in subclause (2).



The Company shall —

(a)



on or before the earlier of —

(i)



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from the mining lease (other than iron ore

transported solely for testing purposes and in

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respect of which no purchase price or other

consideration is payable or due) is first transported

from the mining lease; and

(ii)



(b)



the date on which the 150 millionth tonne of such

iron ore from the mining lease is transported from

the mining lease (which date is hereinafter called

“the m.a. date”); or



if proposals under this subclause are postponed for a

3 year period pursuant to subclause (3), on or before the

third or subsequent third anniversary as the case may

require of the m.a. date,



submit to the Minister detailed proposals for the establishment

within the said State of plant for the production of metallised

agglomerates containing provisions that such plant will within

3 years of the date on which the proposals are submitted have

the capacity to produce not less than two million tonnes of

metallised agglomerates per annum and will within 8 years of

the date on which the proposals are submitted have the capacity

to produce not less than three million tonnes of metallised

agglomerates per annum.

(3)



(a)



If the Company believes that the submission of proposals

pursuant to subclause (2) on the m.a. date or a third

anniversary of the m.a. date where a 3 year postponement

has been allowed pursuant to this subclause should be

postponed because the establishment of the said plant is

not then economically feasible, the Company may apply

to the Minister not more than 6 months nor less than

3 months before the date for submission of those

proposals for postponement for a period of 3 years of the

date for submission of proposals under subclause (2) and

shall provide to the Minister with such application all

relevant information and supporting data available to the

Company relating to such application.



(b)



The Company shall supply to the Minister such other

information and data as the Minister may reasonably

require in relation to its application.



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(4)



page 44



(c)



If the Minister is satisfied that there are reasonable

grounds for the postponement applied for the requirement

on the Company to submit proposals under this subclause

shall be postponed for a period of 3 years.



(d)



If the Minister notifies the Company that he does not

agree with its submission then at the request of the

Company made within two (2) months after receipt of the

Company of the notification from the Minister, the

Minister will appoint a tribunal (hereinafter called “the

Tribunal”) consisting of one person if the Company and

the State agree on that person or, failing such agreement

consisting of three persons (one of whom shall be a Judge

of the Supreme Court of Western Australia or failing him

or her a Commissioner appointed pursuant to section 49

of the Supreme Court Act 1935 or a Queens Counsel and

the others of whom shall have appropriate technical or

economic qualifications) to decide in accordance with

clause 37 whether or not the metallising operation is

feasible and the Tribunal in reaching its decision shall

take into account (inter alia) the Company’s submission,

the amount of capital required for the metallising

operation, the availability of that capital at that time on

reasonable terms and conditions, the likelihood of the

Company being able to sell metallised agglomerates at

sufficient prices and in sufficient quantities and for a

sufficient period to justify the metallising operation

having regard to the amount and rate of return on total

funds that would be involved in or in connection with the

production and sale of metallised agglomerates and the

weighted average cost of capital to the Company.



The Minister shall within two (2) months of receipt of proposals

under subclause (2) give to the Company notice of his approval

of those proposals (which approval shall not be unreasonably

withheld) or of any objections raised or alterations desired

thereto, and in the latter case shall afford the Company an

opportunity to consult with and to submit new proposals to the

Minister. If within two (2) months of receipt of such notice

agreement is not reached as to the proposals, the Company may

within a further period of two (2) months elect by notice to the

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State to refer to arbitration as provided in Clause 37 any dispute

as to the reasonableness of the Minister’s decision. If by the

award on arbitration the question is decided in favour of the

Company the Minister shall be deemed to have approved the

proposals of the Company.

(5)



The Company shall (except to the extent otherwise agreed with

the Minister) before the end of the respective times specified in

subclause (2) complete the construction of plant in accordance

with the Company’s proposals as finally approved or

determined under this Clause and shall thereafter continue to

produce metallised agglomerates from such plant at not less

than the rates provided for in subclause (2) for so long as the

Company continues to ship from the said State iron ore from the

mining lease.



(6)



(a)



The Company may at any time before the time for

submission of proposals pursuant to subclause (2) apply

to the Minister for approval that an alternative project be

accepted by the State in lieu of all or some part of the

Company’s obligations in respect of the establishment of

plant for the production of metallised agglomerates

pursuant to this Clause.



(b)



Where the Minister approves an application under

paragraph (a) of this subclause the Company shall

implement the alternative project in accordance with that

approval and upon completion thereof, or earlier with the

agreement of the Minister, the provisions of subclause (2)

or that part of those provisions which pursuant to the said

approval are to be satisfied by the alternative project shall

cease to apply PROVIDED FURTHER that the

provisions of subclause (2) shall cease to apply upon

completion of an alternative project which represents, or

alternative projects which together represent, economic

development in the said State (either alone or in the

aggregate with other alternative projects) of value

approximately equivalent to a plant for the production of

two million tonnes of metallised agglomerates per

annum.



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(7)



For the purposes of subclause (6) “alternative project” means a

project under which the Company or a related body corporate

(within the meaning of the Corporations Law) of the Company

undertakes to establish and operate plant in the said State which

processes and adds to the value of minerals mined in the said

State.



Training levy exemption

24.



The provisions of the Building and Construction Industry Training Levy

Act 1990 and the Building and Construction Industry Training Fund

and Levy Collection Act 1990 shall have no application to the Company

when acting pursuant to and in accordance with this Agreement.



Commonwealth licences and consents

25.



(1)



The Company shall from time to time make application to the

Commonwealth or to the Commonwealth constituted agency,

authority or instrumentality concerned for the grant to it of any

licence or consent under the laws of the Commonwealth

necessary to enable or permit the Company to enter into this

Agreement and to perform any of its obligations hereunder.



(2)



On request by the Company the State shall make representations

to the Commonwealth or to the Commonwealth constituted

agency, authority or instrumentality concerned for the grant to

the Company of any licence or consent mentioned in

subclause (1).



Subcontracting

26.



The State shall ensure that without affecting the liabilities of the parties

under this Agreement the State and the Company shall have the right

from time to time to entrust to third parties the carrying out of any

portions of the activities which it is authorised or obliged to carry out

hereunder.



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Zoning

27.



The State shall ensure after consultation with the relevant local

authority that the mining lease and any lands the subject of any lease,

licence, easement or other title granted to the Company under this

Agreement shall be and remain zoned for use or otherwise protected

during the currency of this Agreement so that the activities of the

Company hereunder may be undertaken and carried out thereon without

any interference or interruption by the State or by any State agency or

instrumentality or by any local or other authority of the State on the

ground that such activities are contrary to any zoning by-law, regulation

or order.



Rating

28.



The State shall ensure that notwithstanding the provisions of any Act or

anything done or purported to be done under any Act the valuation of

all lands the subject of this Agreement (except the accommodation area

and any other parts of the lands the subject of this Agreement on which

accommodation units or housing for the Company’s workforce is

erected or which is occupied in connection with such accommodation

units or housing and except as to any part upon which there stands any

improvements that are used in connection with a commercial

undertaking not directly related to the mining activities carried out by

the Company pursuant to approved proposals) shall for rating purposes

under the Local Government Act 1995, be deemed to be on the

unimproved value thereof and no such lands shall be subject to any

discriminatory rate.



No discriminatory charges

29.



Except as provided in this Agreement the State shall not impose, nor

shall it permit or authorise any of its agencies or instrumentalities or

any local or other authority of the State to impose discriminatory taxes,

rates or charges of any nature whatsoever on or in respect of the titles,

property or other assets, products, materials or services used or

produced by or through the activities of the Company in the conduct of

its business hereunder nor will the State take or permit to be taken by

any such State authority any other discriminatory action which would



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deprive the Company of full enjoyment of the rights granted and

intended to be granted under this Agreement.



No resumption

30.



Subject to the performance by the Company of its obligations under this

Agreement the State shall not during the currency of this Agreement

without the consent of the Company resume nor suffer nor permit to be

resumed by any State instrumentality or by any local or other authority

of the State any of the works, installations, plant, equipment or other

property for the time being belonging to the Company and the subject

of or used for the purpose of this Agreement or any of the works on the

lands the subject of any lease or licence granted to the Company in

terms of this Agreement and without such consent (which shall not be

unreasonably withheld) the State shall not create or grant or permit or

suffer to be created or granted by any instrumentality or authority of the

State as aforesaid any road, right-of-way, water right or easement of any

nature or kind whatsoever over or in respect of any such lands which

may unduly prejudice or interfere with the Company’s activities under

this Agreement.



Indemnity

31.



The Company shall indemnify and keep indemnified the State and its

servants, agents and contractors in respect of all actions, suits, claims,

demands or costs of third parties arising out of or in connection with

any work carried out by or on behalf of the Company pursuant to this

Agreement or relating to its activities hereunder or arising out of or in

connection with the construction maintenance or use by the Company

or its servants, agents, contractors or assignees of the Company’s works

or services the subject of this Agreement or the plant, apparatus or

equipment installed in connection therewith PROVIDED THAT subject

to the provisions of any other relevant Act such indemnity shall not

apply in circumstances where the State or its servants, agents, or

contractors are negligent in carrying out work for the Company

pursuant to this Agreement.



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Assignment

32.



(1)



Subject to the provisions of this Clause the Company may at

any time assign, mortgage, charge, sublet or dispose of to any

person with the consent of the Minister the whole or any part of

the rights of the Company hereunder (including its rights to or

as the holder of the mining lease or any other lease, licence,

easement, or other title) and of the obligations of the Company

hereunder subject however in the case of an assignment,

subletting or disposition to the assignee, sublessee or disponee

(as the case may be) executing in favour of the State (unless the

Minister otherwise determines) a deed of covenant in a form to

be approved by the Minister to comply with, observe and

perform the provisions hereof on the part of the Company to be

complied with, observed or performed in regard to the matter or

matters the subject of such assignment, subletting or

disposition.



(2)



Notwithstanding anything contained in or anything done under

or pursuant to subclause (1) the Company shall at all times

during the currency of this Agreement be and remain liable for

the due and punctual performance and observance of all the

covenants and agreements on its part contained in this

Agreement and in the mining lease or any other lease, licence,

easement or other title the subject of an assignment, mortgage,

subletting or disposition under subclause (1) PROVIDED

THAT the Minister may agree to release the Company from

such liability where the Minister considers such release will not

be contrary to the interests of the State.



(3)



Notwithstanding the provisions of the Mining Act, and the

Transfer of Land Act 1893, insofar as the same or any of them

may apply —

(a)



As at 15 Dec 2011



no assignment, mortgage, charge, sublease or disposition

made or given pursuant to this Clause of or over the

mining lease or any other lease, licence, easement or

other title granted under or pursuant to this Agreement by

the Company or any assignee, sublessee or disponee who

has executed and is for the time being bound by deed of

covenant made pursuant to this Clause; and



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Iron Ore (Yandicoogina) Agreement Act 1996

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(b)



no transfer, assignment, mortgage or sublease made or

given in exercise of any power contained in any such

mortgage or charge



shall require any approval or consent other than such consent as

may be necessary under this Clause and no equitable mortgage

or charge shall be rendered ineffectual by the absence of any

approval or consent (otherwise than as required by this Clause)

or because the same is not registered under the provisions of the

Mining Act.



Variation

33.



(1)



The parties to this Agreement may from time to time by

agreement in writing add to, substitute for, cancel or vary all or

any of the provisions of this Agreement or of any lease, licence,

easement or other title granted under or pursuant to this

Agreement for the purpose of more efficiently or satisfactorily

implementing or facilitating any of the objects of this

Agreement.



(2)



The Minister shall cause any agreement made pursuant to

subclause (1) in respect of any addition, substitution,

cancellation or variation of the provisions of this Agreement to

be laid on the Table of each House of Parliament within 12

sitting days next following its execution.



(3)



Either House may, within 12 sitting days of that House after the

agreement has been laid before it, pass a resolution disallowing

the agreement, but if after the last day on which the agreement

might have been disallowed neither House has passed such a

resolution the agreement shall have effect from and after that

last day.



Force majeure

34.



This Agreement shall be deemed to be made subject to any delays in the

performance of the obligations under this Agreement and to the

temporary suspension of continuing obligations under this Agreement

that may be caused by or arise from circumstances beyond the power



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and control of the party responsible for the performance of those

obligations including without limiting the generality of the foregoing

delays or any such temporary suspension as aforesaid caused by or

arising from act of God, force majeure, earthquakes, floods, storms,

tempest, washaways, fire (unless caused by the actual fault or privity of

the party responsible for such performance), act of war, act of public

enemies, riots, civil commotions, strikes, lockouts, stoppages, restraint

of labour or other similar acts (whether partial or general), acts or

omissions of the Commonwealth, shortages of labour or essential

materials, reasonable failure to secure contractors, delays of contractors,

inability to sell iron ore or metallised agglomerates profitably, factors

due to overall world economic conditions, factors due to action taken by

or on behalf of any government or governmental authority (other than

the State or any authority of the State) or factors that could not

reasonably have been foreseen PROVIDED ALWAYS that the party

whose performance of obligations is affected by any of the said causes

shall promptly give notice to the other party of the event or events and

shall use its best endeavours to minimise the effects of such causes as

soon as possible after the occurrence.



Power to extend periods

35.



Notwithstanding any provision of this Agreement the Minister may at

the request of the Company from time to time extend or further extend

any period or vary or further vary any date referred to in this Agreement

or in any approved proposal for such period or to such later date as the

Minister thinks fit whether or not the period to be extended has expired

or the date to be varied has passed.



Consultation

36.



The Company shall during the currency of this Agreement consult with

and keep the State fully informed on a confidential basis concerning any

action that the Company propose to take with any third party (including

the Commonwealth or any Commonwealth constituted agency authority

instrumentality or other body) which might significantly affect the

overall interest of the State under this Agreement.



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Arbitration

37.



(1)



Any dispute or difference between the State and the Company

arising out of or in connection with this Agreement, the

construction of this Agreement or as to the rights, duties or

liabilities of either of them under this Agreement or as to any

matter to be agreed upon between them under this Agreement

shall in default of agreement between them and in the absence

of any provision in this Agreement to the contrary be referred to

and settled by arbitration under the provisions of the

Commercial Arbitration Act 1985 and notwithstanding

section 20(1) of that Act each party may be represented before

the arbitrator by a duly qualified legal practitioner or other

representative.



(2)



Except where otherwise provided in this Agreement, the

provisions of this Clause shall not apply to any case where the

State, the Minister or any other Minister in the Government of

the said State is by this Agreement given either expressly or

impliedly a discretionary power.



(3)



The arbitrator of any submission to arbitration under this

Agreement is hereby empowered upon the application of either

of the parties to the arbitration to grant in the name of the

Minister any interim extension of any period or variation of any

date referred to herein which having regard to the

circumstances may reasonably be required in order to preserve

the rights of that party or of the parties to the arbitration and an

award may in the name of the Minister grant any further

extension or variation for that purpose.



Determination of Agreement

38.



(1)



If —

(a)



page 52



(i)



the Company makes default which the State

considers material in the due performance or

observance of any of the covenants or obligations

of the Company in this Agreement or in the mining

lease or any other lease, licence, easement or other

title or document granted or assigned under this

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Agreement on its part to be performed or observed;

or

(ii)



the Company abandons or repudiates this

Agreement or its activities under this Agreement



and such matter is not remedied within a period of

180 days after notice is given by the State as provided in

subclause (2) or, if the matter is referred to arbitration,

then within the period mentioned in subclause (3); or

(b)



the Company goes into liquidation (other than a voluntary

liquidation for the purpose of reconstruction) and unless

within 3 months from the date of such liquidation the

interest of the Company is assigned to an assignee

approved by the Minister under Clause 32



the State may by notice to the Company determine this

Agreement.

(2)



The notice to be given by the State in terms of paragraph (a) of

subclause (1) shall specify the nature of the default,

abandonment or repudiation so entitling the State to exercise

such right of determination and where appropriate and known to

the State the party or parties responsible therefor and shall be

given to the Company and all such assignees, mortgagees,

chargees and disponees for the time being of the Company’s

said rights to or in favour of whom or by whom an assignment,

mortgage, charge or disposition has been effected in terms of

Clause 32 whose name and address for service of notice has

previously been notified to the State by the Company or any

such assignee, mortgagee, chargee or disponee.



(3)



(a)



If the Company contests the alleged default abandonment

or repudiation referred to in paragraph (a) of

subclause (1) the Company shall within 60 days after

notice given by the State as provided in subclause (2)

refer the matter in dispute to arbitration.



(b)



If the question is decided against the Company, the

Company shall comply with the arbitration award within

a reasonable time to be fixed by that award PROVIDED

THAT if the arbitrator finds that there was a bona fide



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dispute and that the Company was not dilatory in

pursuing the arbitration, the time for compliance with the

arbitration award shall not be less than 90 days from the

date of such award.

(4)



If the default referred to in paragraph (a) of subclause (1) shall

not have been remedied within a period of 180 days after receipt

of the notice referred to in that subclause or within the time

fixed by the arbitration award as aforesaid the State instead of

determining this Agreement as aforesaid because of such

default may itself remedy such default or cause the same to be

remedied (for which purpose the State by agents, workmen or

otherwise shall have full power to enter upon lands occupied by

the Company and to make use of all plant, machinery,

equipment and installations thereon) and the actual costs and

expenses incurred by the State in remedying or causing to be

remedied such default shall be a debt payable by the Company

to the State on demand.



Effect of cessation or determination of Agreement

39.



(1)



page 54



On the cessation or determination of this Agreement —

(a)



except as otherwise agreed by the Minister the rights of

the Company to, in or under this Agreement and the

rights of the Company or of any assignee of the Company

or any mortgagee to, in or under the mining lease and any

other lease, licence, easement or other title or right

granted hereunder or pursuant hereto (but excluding

townsite lots which have been granted to or acquired by

the Company and which are no longer owned by it) shall

thereupon cease and determine but without prejudice to

the liability of any of the parties hereto in respect of any

antecedent breach or default under this Agreement or in

respect of any indemnity given under this Agreement;



(b)



the Company shall forthwith pay to the State all moneys

which may then have become payable or accrued due;



(c)



save as aforesaid and as otherwise provided in this

Agreement neither the State nor the Company shall have

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any claim against the other of them with respect to any

matter or thing in or arising out of this Agreement.

(2)



Except as otherwise determined by the Minister and subject to

the provisions of subclause (3), upon the cessation or

determination of this Agreement all buildings, erections and

other improvements erected on any land then occupied by the

Company under the mining lease or any other lease, licence,

easement or other title made under or pursuant to this

Agreement shall become and remain the absolute property of

the State without the payment of any compensation or

consideration to the Company or any other party and freed and

discharged from all mortgages and other encumbrances and the

Company shall do and execute all such deeds, documents and

other acts, matters and things (including surrenders) as the State

may reasonably require to give effect to the provisions of this

subclause.



(3)



(a)



In the event of the Company immediately prior to the

cessation or determination of this Agreement or within

3 months therefrom desiring to remove any of its fixed or

movable plant and equipment or any part thereof from

any part of the land occupied by it at the date of such

cessation or determination it shall give to the State notice

of such desire and thereby shall grant to the State the

right or option exercisable within 3 months thereafter to

purchase in situ such fixed or moveable plant and

equipment at a fair valuation to be agreed between the

State and the Company or failing agreement determined

by arbitration under this Agreement.



(b)



If the State does not exercise the right or option referred

to in paragraph (a) the Company may on the expiry of the

3 month period referred to, or sooner with the consent of

the Minister, remove the fixed or movable plant and

equipment to which the right or option refers.



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Term of Agreement

40.



Subject to the provisions of subclauses (6) and (10) of Clause 7 and

Clauses 38 and 39, this Agreement shall expire on the expiration or

sooner determination or surrender of the mining lease.



Notices

41.



Any notice, consent or other writing authorised or required by this

Agreement to be given or sent shall be deemed to have been duly given

or sent by the State if signed by the Minister or by any senior officer of

the Public Service of the said State acting by the direction of the

Minister and forwarded by prepaid post or handed to the Company at its

address hereinbefore set forth or other address in the said State

nominated by the Company to the Minister and by the Company if

signed on its behalf by any person or persons authorised by the

Company, or by its solicitors as notified to the State from time to time,

and forwarded by prepaid post or handed to the Minister and except in

the case of personal service any such notice, consent or writing shall be

deemed to have been duly given or sent on the day on which it would be

delivered in the ordinary course of post.



Stamp Duty

42.



The State shall exempt the following instruments from any stamp duty

which, but for the operation of this Clause, would or might be assessed

as chargeable on them —

(a)



this Agreement;



(b)



any instrument executed by the State pursuant to this

Agreement granting to or in favour of the Company or any

permitted assignee, any licence, lease, easement or other title;



(c)



any assignment, sublease or disposition (other than by way of

mortgage or charge) made by the Company arising from a

proposal submitted to the Minister and consented to by the

Minister under subclause (1) of Clause 32,



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Iron Ore (Yandicoogina) Agreement Act 1996

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PROVIDED THAT this Clause shall not apply to any instrument or

other document executed or made more than 2 years after the

commencement date.



Guarantee

43.



Notwithstanding any addition to or deletion or variation of the

provisions of this Agreement or any time or other indulgence granted by

the State to the Company whether or not notice thereof is given to

Hamersley by the State, Hamersley hereby guarantees to the State the

due performance by the Company of all of the Company’s obligations

to be performed hereunder.



Applicable law

44.



This Agreement shall be interpreted according to the law for the time

being in force in the State of Western Australia.



THE SCHEDULE

WESTERN AUSTRALIA

MINING ACT 1978

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING LEASE

MINING LEASE NO.

The Minister for Mines a corporation sole established by the Mining Act 1978

with power to grant leases of land for the purposes of mining in consideration of

the rents hereinafter reserved and of the covenants on the part of the Lessee

described in the First Schedule to this lease and of the conditions hereinafter

contained and pursuant to the Mining Act 1978 (except as otherwise provided by

the Agreement (hereinafter called “the Agreement”) described in the Second

Schedule to this lease) hereby leases to the Lessee the land more particularly

delineated and described in the Third Schedule to this lease for iron ore subject

however to the exceptions and reservations set out in the Fourth Schedule to this

lease and to any other exceptions and reservations which subject to the Agreement

are by the Mining Act 1978 and by any Act for the time being in force deemed to

be contained herein to hold to the Lessee this lease for a term of twenty one years

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Iron Ore (Yandicoogina) Agreement Act 1996

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commencing on the date set out in the Fifth Schedule to this lease (subject to the

sooner determination of the said term upon the cessation or determination of the

Agreement) upon and subject to such of the provisions of the Mining Act 1978

except as otherwise provided by the Agreement as are applicable to mining leases

granted thereunder and to the terms covenants and conditions set out in the

Agreement and to the covenants and conditions herein contained or implied and

any further conditions or stipulations set out in the Sixth Schedule to this lease the

Lessee paying therefor the rents for the time being and from time to time

prescribed pursuant to the provisions of the Mining Act 1978 at the times and in

the manner so prescribed and royalties as provided in the Agreement with the

right during the currency of the Agreement and in accordance with the provisions

of the Agreement to take two successive renewals of the term each for a further

period of 21 years upon the same terms and conditions subject to the sooner

determination of the term upon cessation or determination of the Agreement

PROVIDED ALWAYS that this lease shall not be determined or forfeited

otherwise than in accordance with the Agreement.

In this lease —

“Lessee” includes the successors and permitted assigns of the Lessee.

If the Lessee be more than one the liability of the Lessee hereunder shall be

joint and several.

Reference to an Act includes all amendments to that Act for the time being

in force and also any Act passed in substitution therefor or in lieu thereof

and to the regulations and by-laws for the time being in force thereunder.



FIRST SCHEDULE

HAMERSLEY IRON-YANDI PTY LIMITED ACN 009 181 793 a company

incorporated in Western Australia and having its registered office at Level 22,

Central Park, 152 - 158 St. George’s Terrace, Perth.

SECOND SCHEDULE

The Agreement made between the State of Western Australia and Hamersley

Iron-Yandi Pty Limited and ratified by the Iron Ore (Yandicoogina) Agreement

Act 1996.



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Iron Ore (Yandicoogina) Agreement Act 1996

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THIRD SCHEDULE

(Description of land:)

Locality:

Mineral Field:

Area, etc.:

Being the land delineated on Survey Diagram No.

and

recorded in the Department of Minerals and Energy, Perth.

FOURTH SCHEDULE

All petroleum as defined in the Petroleum Act 1967 on or below the surface of the

land the subject of this lease is reserved to the Crown in right of the State of

Western Australia with the right of the Crown in right of the State of Western

Australia and any person lawfully claiming thereunder or otherwise authorised to

do so to have access to the land the subject of this lease for the purpose of

searching for and for the operations of obtaining petroleum (as so defined) in any

part of the land.

FIFTH SCHEDULE

(Date of commencement of the lease).

SIXTH SCHEDULE

(Any further conditions or stipulations).

IN witness whereof the Minister for Mines has affixed his seal and set his hand

hereto this

day of

19

IN WITNESS WHEREOF this Agreement has been executed by or on behalf of

the parties hereto the day and year first hereinbefore mentioned.

SIGNED by the said

THE HONOURABLE

RICHARD FAIRFAX COURT

in the presence of:



)

)

)

)



R F Court



W Ireland

MINISTER FOR RESOURCES DEVELOPMENT

Colin Barnett

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Iron Ore (Yandicoogina) Agreement Act 1996

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THE COMMON SEAL of

HAMERSLEY IRON-YANDI

PTY LIMITED was hereunto

affixed by authority of the

Directors in the presence of:

Director



M Richmond



Secretary



L M Graefe



)

)

)

)

)



THE COMMON SEAL of

HAMERSLEY IRON PTY

LIMITED was hereunto affixed by

authority of the Directors in

the presence of:

Director



M Richmond



Secretary



L M Graefe



page 60



)

)

)

)

)



C.S.



C.S.



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Iron Ore (Yandicoogina) Agreement Act 1996

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First Variation Agreement



Schedule 2 — First Variation Agreement

[s. 3]

[Heading inserted: No. 61 of 2010 s. 25.]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HAMERSLEY IRON-YANDI PTY. LIMITED

ACN 009 181 793

AND

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276



IRON ORE (YANDICOOGINA) AGREEMENT 1996

RATIFIED VARIATION AGREEMENT



[Solicitor’s details]



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Iron Ore (Yandicoogina) Agreement Act 1996

Schedule 2

First Variation Agreement



THIS AGREEMENT is made this 17th day of November 2010

BETWEEN

THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the

State of Western Australia acting for and on behalf of the said State and its

instrumentalities from time to time (State)

AND

HAMERSLEY IRON-YANDI PTY. LIMITED ACN 009 181 793 of Level

22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia

(Company)

AND

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,

Central Park, 152 - 158 St Georges Terrace, Perth, Western Australia

(Hamersley).

RECITALS

A.



The State, the Company and Hamersley are the parties to the agreement

dated 22 October 1996 ratified by and scheduled to the Iron Ore

(Yandicoogina) Agreement Act 1996 and which as subsequently added to,

varied is referred to in this Agreement as the "Principal Agreement".



B.



The State, the Company and Hamersley wish to vary the Principal

Agreement.



THE PARTIES AGREE AS FOLLOWS:

1.



Subject to the context, the words and expressions used in this Agreement

have the same meanings respectively as they have in and for the purpose

of the Principal Agreement.



2.



The State shall sponsor a Bill in the Parliament of Western Australia to

ratify this Agreement and shall endeavour to secure its passage as an Act

prior to 31 December 2010 or such later date as the parties may agree.



3.



(a)



Clause 4 does not come into operation unless or until an Act passed

in accordance with clause 2 ratifies this Agreement.



(b)



If by 30 June 2011, or such later date as may be agreed pursuant to

clause 2, clause 4 has not come into operation then unless the



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parties hereto otherwise agree this Agreement shall cease and

determine and none of the parties shall have any claim against the

other parties with respect to any matter or thing arising out of or

done or performed or omitted to be done or performed under this

Agreement.

4.



The Principal Agreement is hereby varied as follows:

(1)



in clause 1:

(a)



by deleting the existing definitions of "beneficiated ore",

"fine ore", "loading port", "lump ore" and "metallised

agglomerates";



(b)



by inserting in the appropriate alphabetical positions the

following new definitions:

"associated company" means:

(a)



page 64



any company notified in writing by the Company to

the Minister which is incorporated in the United

Kingdom, the United States of America or Australia

and which is:

(i)



a subsidiary of the Company within the

meaning of the term "subsidiary" in section 46

of

the

Corporations

Act

2001

(Commonwealth);



(ii)



promoted by the Company for all or any of the

purposes of this Agreement and in which the

Company holds not less than $2,000,000 of the

issued ordinary capital;



(iii)



a company in which the Company holds not

less than 20% of the issued ordinary share

capital;



(iv)



a related body corporate (within the meaning of

the term "related body corporate" in section 9

of

the

Corporations

Act

2001

(Commonwealth)) of the Company or of any

company in which the Company holds not less



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than 20% of the issued ordinary share capital;

and

(b)



any other company approved in writing by the

Minister for the purpose of this Agreement which is

associated directly or indirectly with the Company in

its business or operations under this Agreement;



"beneficiated ore" means iron ore that has been

concentrated or upgraded otherwise than solely by crushing,

screening, separating by hydrocycloning or a similar

technology which uses primarily size as a criterion, washing,

scrubbing, trommelling or drying, or by a combination of 2

or more of those processes by the Company in a plant

constructed pursuant to proposal approved pursuant to an

Integration Agreement or such other plant as is approved by

the Minister after consultation with the Minister for Mines

and "beneficiation" and "beneficiate" have corresponding

meanings;

"fine ore" means iron ore (not being beneficiated ore or

pisolite fine ore) which is screened and will pass through a

6.3 millimetre mesh screen;

"Government agreement" has the meaning given in the

Government Agreements Act 1979 (WA);

"Integration Agreement" means:



As at 15 Dec 2011



(a)



the agreement approved by and scheduled to the Iron

Ore (Hamersley Range) Agreement Act 1963, as from

time to time added to, varied or amended; or



(b)



the agreement approved by and scheduled to the Iron

Ore (Robe River) Agreement Act 1964, as from time

to time added to, varied or amended; or



(c)



the agreement approved by and scheduled to the Iron

Ore (Hamersley Range) Agreement Act Amendment

Act 1968, as from time to time added to, varied or

amended; or



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(d)



the agreement ratified by and scheduled to the Iron

Ore (Mount Bruce) Agreement Act 1972, as from time

to time added to, varied or amended; or



(e)



the agreement ratified by and scheduled to the Iron

Ore (Hope Downs) Agreement Act 1992, as from time

to time added to, varied or amended; or



(f)



the agreement ratified by and scheduled to the Iron

Ore (Yandicoogina) Agreement Act 1996, as from

time to time added to, varied or amended; or



(g)



the agreement approved by and scheduled to the Iron

Ore (Mount Newman) Agreement Act 1964, as from

time to time added to, varied or amended; or



(h)



the agreement approved by and scheduled to the Iron

Ore (Mount Goldsworthy) Agreement Act 1964, as

from time to time added to, varied or amended; or



(i)



the agreement ratified by and scheduled to the Iron

Ore (Goldsworthy-Nimingarra) Agreement Act 1972,

as from time to time added to, varied or amended; or



(j)



the agreement authorised by as scheduled to the Iron

Ore (McCamey's Monster) Agreement Authorisation

Act 1972, as from time to time added to, varied or

amended; or



(k)



the agreement ratified by and scheduled to the Iron

Ore (Marillana Creek) Agreement Act 1991, as from

time to time added to, varied or amended;



"Integration Proponent" means in relation to an Integration

Agreement, "the Company" or "the Joint Venturers" as the

case may be as defined in, and for the purpose of, that

Integration Agreement;

"loading port" means:



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(a)



the Port of Dampier; or



(b)



Port Walcott; or



(c)



the Port of Port Hedland; or

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Iron Ore (Yandicoogina) Agreement Act 1996

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(d)



any other port constructed after the variation date

under an Integration Agreement; or



(e)



such other port approved by the Minister at the

request of the Company from time to time for the

shipment of iron ore from the mining lease;



"lump ore" means iron ore (not being beneficiated ore or

pisolite fine ore) which is screened and will not pass through

a 6.3 millimetre mesh screen;

"metallised agglomerates" means products resulting from

the reduction of iron ore by any method whatsoever and

having an iron content of not less than 85%;

"pisolite fine ore" means iron ore (not being beneficiated

ore) derived from channel iron deposits that appear to be

chemically precipitated sedimentary deposits comprised of a

pisolitic texture of hematite grains rimmed with geothite in a

geothitic matrix and:

(a)



having a product grade loss on ignition of 8.5% or

greater; and



(b)



which is screened and will pass through an 9.5

millimetre mesh screen;



"Related Entity" means a company in which:

(a)



as at 21 June 2010; and



(b)



after 21 June 2010, with the approval of the Minister,



a direct or (through a subsidiary or subsidiaries within the

meaning of the Corporations Act 2001 (Commonwealth))

indirect shareholding of 20% or more is held by:

(c)



Rio Tinto Limited ABN 96 004 458 404; or



(d)



BHP Billiton Limited ABN 49 004 028 077; or



(e)



those companies referred to in paragraphs (c) and (d)

in aggregate;



"variation date" means the date on which clause 4 of the

variation agreement made on or about 17 November 2010

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between the State, the Company and Hamersley comes into

operation;



(2)



(c)



in the definition of "iron ore" by inserting ", without

limitation," after "includes";



(d)



in the definition of "mining lease" by inserting "and includes

any areas added to it pursuant to clause 11(8)";



by inserting after clause 2(3) the following new subclause:

"(4)



(3)



(4)



Nothing in this Agreement shall be construed to exempt the

Company from compliance with the provisions of the

Aboriginal Heritage Act 1972 (WA).";



in clause 9(1) by:

(a)



deleting "If" and substituting "Subject to clause 10, if"; and



(b)



inserting "(other than under clause 12C)" after "pursuant to

this Agreement";



by deleting subclause (2) of clause 9 and substituting the following

new subclauses:

"(2) A proposal may with the consent of the Minister

(except in relation to an Integration Agreement) and

that of any parties concerned (being in respect of an

Integration Agreement the Integration Proponent for

that agreement) provide for the use by the Company of

any works installations or facilities constructed or

established under a Government agreement.



page 68



(3)



Each of the proposals pursuant to subclause (1) may

with the approval of the Minister, or shall if so

required by the Minister, be submitted separately and

in any order as to any matter or matters in respect of

which such proposals are required to be submitted.



(4)



At the time when the Company submits the said

proposals it shall submit to the Minister details of any

services (including any elements of the project

investigations, design and management) and any

works materials, plant, equipment and supplies that it

proposes to consider obtaining from or having carried

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out or permitting to be obtained from or carried out

outside Australia together with its reasons therefor and

shall, if required by the Minister, consult with the

Minister with respect thereto.

(5)



(5)



The Company may withdraw its proposals pursuant to

subclause (1) at any time before approval thereof, or

where any decision in respect thereof is referred to

arbitration as referred to in clause 9A, within 3 months

after the award by notice to the Minister that it shall

not be proceeding with the same.";



by inserting after clause 9 the following new clauses:

Consideration of Company's proposals under clause 9

9A.



As at 15 Dec 2011



(1)



In respect of each proposal pursuant to subclause (1)

of clause 9 the Minister shall:

(a)



subject to the limitations set out below, refuse

to approve the proposal (whether it requests the

grant of new tenure or not) if the Minister is

satisfied on reasonable grounds that it is not in

the public interest for the proposal to be

approved; or



(b)



approve of the proposal without qualification or

reservation; or



(c)



defer consideration of or decision upon the

same until such time as the Company submits a

further proposal or proposals in respect of some

other of the matters mentioned in clause 9(1)

not covered by the said proposal; or



(d)



require as a condition precedent to the giving of

his approval to the said proposal that the

Company make such alteration thereto or

comply with such conditions in respect thereto

as he thinks reasonable, and in such a case the

Minister shall disclose his reasons for such

conditions,



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PROVIDED ALWAYS that where implementation of any

proposals hereunder has been approved pursuant to the

EP Act subject to conditions or procedures, any approval or

decision of the Minister under this clause shall if the case so

requires incorporate a requirement that the Company make

such alterations to the proposals as may be necessary to

make them accord with those conditions or procedures.

In considering whether to refuse to approve a proposal the

Minister is to assess whether or not the implementation of

the proposal by itself, or together with any one or more of

the other submitted proposals, will:

(i)



detrimentally

affect

economic

and

orderly

development in the said State, including without

limitation, infrastructure development in the said

State; or



(ii)



be contrary to or inconsistent with the planning and

development policies and objectives of the State; or



(iii)



detrimentally affect the rights and interests of third

parties; or



(iv)



detrimentally affect access to and use by others of the

lands the subject of any grant or proposed grant to the

Company.



The right to refuse to approve a proposal conferred by

paragraph (a) may only be exercised in respect of a proposal

where the Minister is satisfied on reasonable grounds that a

purpose of the proposal is the integrated use of works

installations or facilities (as defined in subclause (7) of

clause 12A for the purpose of that clause) as contemplated

by clause 12A. It may not be so exercised in respect of a

proposal if pursuant to clause 9B(5) the Minister, prior to the

submission of the proposal, advised the Company in writing

that the Minister has no public interest concerns (as defined

in that clause) with the single preferred development (as

referred to in clause 9B(5)(a)) the subject of the submitted

proposals and those proposals are consistent (as to their

substantive scope and content) with the information provided



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to the Minister pursuant to clause 9B(5) in respect of that

single preferred development.

(2)



The Minister shall within 2 months after receipt of proposals

pursuant to clause 9(1) give notice to the Company of his

decision in respect to the proposals, PROVIDED THAT

where a proposal is to be assessed under Part IV of the EP

Act the Minister shall only give notice to the Company of his

decision in respect to the proposal within 2 months after

service on him of an authority under section 45(7) of the EP

Act.



(3)



If the decision of the Minister is as mentioned in either of

paragraphs (a), (c) or (d) of subclause (1) the Minister shall

afford the Company full opportunity to consult with him and

should it so desire to submit new or revised proposals either

generally or in respect to some particular matter.



(4)



If the decision of the Minister is as mentioned in either of

paragraphs (c) or (d) of subclause (1) and the Company

considers that the decision is unreasonable the Company

within 2 months after receipt of the notice mentioned in

subclause (2) may elect to refer to arbitration in the manner

hereinafter provided the question of the reasonableness of

the decision PROVIDED THAT any requirement of the

Minister pursuant to the proviso to subclause (1) shall not be

referable to arbitration hereunder. A decision of the Minister

under paragraph (a) of subclause (1) shall not be referable to

arbitration under this Agreement.



(5)



If by the award made on the arbitration pursuant to subclause

(4) the dispute is decided in favour of the Company the

decision shall take effect as a notice by the Minister that he

is so satisfied with and approves the matter or matters the

subject of the arbitration.



(6)



The Company shall implement the approved proposals in

accordance with the terms thereof.



(7)



Notwithstanding clause 33, the Minister may during the

implementation of approved proposals approve variations to those

proposals.



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Notification of possible proposals

9B.



(1)



If the Company, upon completion of a pre-feasibility study

in respect of any matter that would require the submission

and approval of proposals pursuant to this Agreement (being

proposals which will have as their purpose, the integrated

use of works installations or facilities as contemplated by

clause 12A) for the matter to be undertaken, intends to

further consider the matter with a view to possibly

submitting such proposals it shall promptly notify the

Minister in writing giving reasonable particulars of the

relevant matter.



(2)



Within one (1) month after receiving the notification the

Minister may, if the Minister so wishes, inform the Company

of the Minister's views of the matter at that stage.



(3)



If the Company is informed of the Minister's views, it shall

take them into account in deciding whether or not to proceed

with its consideration of the matter and the submission of

proposals.



(4)



Neither the Minister's response nor the Minister choosing not

to respond shall in any way limit, prejudice or otherwise

affect the exercise by the Minister of the Minister's powers,

or the performance of the Minister's obligations, under this

Agreement or otherwise under the laws from time to time of

the said State.



(5)



(a)



This subclause applies where the Company has settled

upon a single preferred development a purpose of

which is the integrated use of works installations or

facilities (as defined in subclause (7) of clause 12A

for the purpose of that clause) as contemplated by

clause 12A.



(b)



For the purpose of this subclause "public interest

concerns" means any concern that implementation of

the single preferred development or any part of it will:

(i)



page 72



detrimentally affect economic and orderly

development in the said State, including



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without limitation, infrastructure development

in the said State; or

be contrary to or inconsistent with the planning

and development policies and objectives of the

State; or



(iii)



detrimentally affect the rights and interests of

third parties; or



(iv)



detrimentally affect access to and use by others

of lands the subject of any grant or proposed

grant to the Company.



(c)



At any time prior to submission of proposals the

Company may give to the Minister notice of its single

preferred development and request the Minister to

confirm that the Minister has no public interest

concerns with that single preferred development.



(d)



The Company shall furnish to the Minister with its

notice reasonable particulars of the single preferred

development including, without limitation:



(e)



As at 15 Dec 2011



(ii)



(i)



as to the matters that would be required to be

addressed in submitted proposals; and



(ii)



its progress in undertaking any feasibility or

other studies or matters to be completed before

submission of proposals; and



(iii)



its timetable for obtaining required statutory

and other approvals in relation to the

submission and approval of proposals; and



(iv)



its tenure requirements.



If so required by the Minister, the Company will

provide to the Minister such further information

regarding the single preferred development as the

Minister may require from time to time for the

purpose of considering the Company's request and

also consult with the Minister or representatives or



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officers of the State in regard to the single preferred

development.

(f)



(g)



Within 2 months after receiving the notice (or if the

Minister requests further information, within 2 months

after the provision of that information) the Minister

must advise the Company:

(i)



that the Minister has no public interest

concerns

with

the

single

preferred

development; or



(ii)



that he is not then in a position to advise that he

has no public interest concerns with the single

preferred development and the Minister's

reasons in that regard.



If the Minister gives the advice mentioned in

paragraph (f)(ii) the Company may, should it so

desire, give a further request to the Minister in respect

of a revised or alternate single preferred development

and the provisions of this subclause shall apply

mutatis mutandis thereto.";



(6)



in clause 10(4)(b) by deleting "subclause (2) of Clause 9"

and substituting "clauses 9(2) to (5) and 9A";



(7)



in clause 11(8) by:

(a)



inserting after "total area of the mining lease" the

words ", any land that may be included in the mining

lease pursuant to this Agreement and of any other

mining lease granted under or pursuant to this

Agreement (as aggregated)";



(b)



inserting "by endorsement" after "thereof in the

mining lease"; and



(c)



by inserting the following sentence at the end of the

clause:

"The Minister may approve, upon application by the

Company from time to time, for the total area referred



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to in this subclause to be increased up to a limit not

exceeding 1,000 square kilometres;";

(8)



in clause 11(10) by inserting "or clause 10 as the case may

be" before the full stop;



(9)



by inserting after subclause (11) of clause 11 the following

new subclauses:

"Blending of iron ore

(12) (a)



As at 15 Dec 2011



The Company may blend iron ore mined from

the mining lease with any:

(i)



iron ore mined from a mining tenement

or other mining title granted under, or

pursuant to, an Integration Agreement;

or



(ii)



iron ore mined from a Mining Act 1978

mining lease located in, or proximate to,

the Pilbara region of the said State

which is held by a Related Entity alone

or with a third party or parties

(excluding any mining lease granted

pursuant to, or held under, a

Government agreement); or



(iii)



with the prior approval of the Minister,

iron ore mined in, or proximate to, the

Pilbara region of the said State under a

Government agreement (excluding an

Integration Agreement); or



(iv)



with the prior approval of the Minister,

iron ore mined by a third party from a

Mining Act 1978 mining lease located

in, or proximate to, the Pilbara region of

the said State (excluding under a

Government agreement) which has been

purchased by an Integration Proponent

from the third party.



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(b)



The authority given under paragraph (a) is

subject to the Minister being reasonably

satisfied that there are in place adequate

systems and controls for the correct

apportionment of the quantities of iron ore

being blended as between each of the sources

referred to in paragraph (a), which systems and

controls monitor production, processing,

transportation, stockpiling and shipping of all

such iron ore. If at any time the Minister

ceases to be so satisfied he may, after

consulting the Company and provided the

Company has not within three (3) months after

the commencement of such consultation

addressed the matters of concern to the

Minister to his satisfaction, by notice in writing

to the Company suspend the above authority in

respect of the relevant blending arrangements

until he is again satisfied in terms of this

paragraph (b).



(c)



If any blending of iron ore occurs as

contemplated by this subclause, then for the

purposes of clauses 12(2) and (3)(a), a portion

of the iron ore so blended being equal to the

proportion that the amount of iron ore from the

mining lease used in the admixture of iron ore

bears to the total amount of iron ore so blended,

shall be deemed to be produced from the

mining lease.



Shipment of and price for iron ore

(13)



page 76



The Company shall during the continuance of this

Agreement ship, or procure the shipment of all iron

ore mined from the mining lease and sold:

(a)



from a wharf in a loading port which has been

constructed under an Integration Agreement; or



(b)



with the Minister's approval given before

submission of proposals in that regard, from



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any other wharf in a loading port which wharf

has

been

constructed

under

another

Government

agreement

(excluding

the

Integration Agreements),

and use its best endeavours to obtain for all iron ore

from the mining lease the best price possible having

regard having regard to market conditions from time

to time prevailing provided that iron ore from the

mining lease may be sold by the Company prior to or

at the time of the shipment under this Agreement at a

price equal to the production costs in respect of that

iron ore up to the point of sale, if:

(i)



the Minister is notified before the time of

shipment that the sale is to be made at cost,

providing details of the proposed sale; and



(ii)



the Minister is notified of the proposed arm's

length purchaser in the relevant international

seaborne iron ore market of the iron ore the

subject of the proposed sale at cost; and



(iii)



there is included in the return lodged pursuant

to clause 12(3)(a) particulars of the transaction

in which the ore sold at cost was subsequently

purchased in the relevant international seaborne

iron ore market by an arm's length purchaser

specifying the purchaser, the seller, the price

and the date when the sale was agreed between

the arm's length purchaser and the seller; and



(iv)



the arm's length purchaser referred to in (iii)

above is not then a designated purchaser as

referred to below.



If required by notice in writing from the Minister, the

Company must provide the Minister within 30 days

after receiving the notice with evidence that the

transaction as included in the return pursuant to

paragraph (iii) of the proviso above was a sale in the

relevant international seaborne iron ore market to an

independent participant in that market. If no evidence

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is provided or the Minister is not so satisfied on the

evidence provided or other information obtained, the

Minister may by notice to the Company designate the

purchaser to be a designated purchaser and that

designation will remain in force unless and until lifted

by further notice from the Minister to the Company.

For the avoidance of doubt, the parties acknowledge

that marketing entities forming part of the corporate

group including the Company (or part of the parallel

corporate group if the Company is part of a dual-listed

corporate structure) are not independent participants

for the purposes of this subclause.";

(10) in clause 12(1) by

(a)



in the definition of "agreed or determined":

(i)



inserting "(following if requested by the

Company, consultation with the Company and

its consultants in regard thereto)" after

"determined by the Minister";



(ii)



deleting "assessed at" and substituting "assessed

on"; and



(iii)



deleting all the words after "shall have regard

to" and substituting a colon followed by:

"(i)



page 78



in the case of iron ore initially sold at

cost pursuant to the proviso to clause

11(13), the prices for that type of iron

ore prevailing at the time the price for

such iron ore was agreed between the

arm's length purchaser referred to in

paragraph (iii) of that proviso and the

seller in relation to the type of sale and

the relevant international seaborne iron

ore market into which such iron ore was

sold and where prices beyond the

deemed f.o.b. point are being considered

the deductions mentioned in the

definition of f.o.b. value; and



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(ii)



in any other case, the prices for that type

of iron ore prevailing at the time the

price for such iron ore was agreed

between the Company and the purchaser

in relation to the type of sale and the

market into which such iron ore was

sold and where prices beyond the

deemed f.o.b. point are being considered

the deductions mentioned in the

definition of f.o.b. value;";



(b)



in the definition of "deemed f.o.b. point" by inserting

"relevant" before "loading port";



(c)



in the definition of "f.o.b. value" by:

(i)



(ii)



in paragraph (i):

(A)



inserting "subject to paragraph (ii),"

before "in the case of";



(B)



deleting "assessed at" and substituting

"assess on"; and



(C)



inserting "relevant"

before

reference to "loading port";



each



renumbering paragraph (ii) as paragraph (iii);

and



(iii) inserting after paragraph (i) the following new

paragraph:

"(ii)



As at 15 Dec 2011



in the case of iron ore initially sold at

cost pursuant to the proviso to clause

11(13), the price which is payable for

the iron ore by the arm's length

purchaser as referred to in paragraph

(iii) of that proviso or, where the

Minister considers, following advice from

the appropriate Government department,

that the price payable in respect of the

iron ore does not represent a fair and

reasonable market value for that type of



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iron ore assessed on an arm's length basis

in the relevant international seaborne iron

ore market, such amount as is agreed or

determined as representing such a fair and

reasonable market value, less all duties,

taxes, costs and charges referred to in

paragraph (i) above;";

(11) after clause 12(1) by deleting the heading "period to 31

December 2010";

(12) in clause 12(2) by:

(a)



deleting "(a) for the period ending on 31 December

2010";



(b)



inserting in paragraph (i) "and on fine ore and pisolite

fine ore where such fine ore and pisolite fine ore is not

sold or shipped separately as such "after "lump ore";



(c)



inserting in paragraph (ii) "and on pisolite fine ore

sold or shipped separately as such" after "fine ore";



(d)



deleting paragraphs (b); and (c); and



(e)



deleting "paragraphs (a) and

"PROVIDED HOWEVER"; and



(f)



inserting after paragraph (d) the following new

paragraphs:

"(e)



page 80



(b)



of"



after



Where beneficiated ore is produced from an

admixture of iron ore from the mining lease

and iron ore from elsewhere, a portion (and a

portion only) of the beneficiated ore so

produced being equal to the proportion that the

amount of the iron in the iron ore from the

mining lease used in the production of that

beneficiated ore bears to the total amount of

iron in the iron ore so used shall be deemed to

be produced from iron ore from the mining

lease.



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(f)



Where for the purpose of determining f.o.b.

value it is necessary to convert an amount or

price to Australian currency, the conversion is

to be calculated using a rate (excluding forward

hedge or similar contract rates) that has been

approved by the Minister at the request of the

Company and in the absence of such request as

determined by the Minister to be a reasonable

rate for the purpose.



(g)



The provisions of regulations 85AA (Effect of

GST etc. on royalties) of the Mining

Regulations 1981 (WA) shall apply mutatis

mutandis to the calculation of royalties under

this clause.";



(13) in clause 12(3) by:

(a)



As at 15 Dec 2011



in paragraph (a):

(i)



inserting "and also showing such other

information in relation to the abovementioned

iron ore as the Minister may from time to time

reasonably require in regard to, and to assist in

verifying, the calculation of royalties in

accordance with subclause (2)" after "the due

date of the return"; and



(ii)



deleting all the words after "calculated on the

basis of" and substituting a colon followed by:

"(i)



in the case of iron ore initially sold at

cost pursuant to the proviso to clause

11(13), at the price notified pursuant to

paragraph (iii) of that proviso;



(ii)



in any other cases invoices or

provisional invoices (as the case may be)

rendered by the Company to the

purchaser (which invoices the Company

shall

render

without

delay

simultaneously furnishing copies thereof

to the Minister) of such iron ore or on



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the basis of estimates as agreed or

determined,

and shall from time to time in the next

following appropriate return and payment make

(by return and by cash) all such necessary

adjustments (and give to the Minister full

details thereof) when the f.o.b. value shall have

been finally calculated, agreed or determined;";

(b)



(c)



in paragraph (b) by:

(i)



deleting "books of account and records of the

Company including contracts relative" and

substituting "books, records, accounts,

documents (including contracts), data and

information of the Company stored by any

means relating"; and



(ii)



inserting "(in whatever form)" after "copies or

extracts";



(iii)



inserting "the subject of royalty" before each

reference to "hereunder"; and



by inserting after paragraph (b) the following new

paragraph:

"(ba) The Company shall cause to be produced in

Perth in the said State all books, records,

accounts, documents (including contracts), data

and information of the kind referred to in

paragraph (b) to enable the exercise of rights by

the Minister or the Minister's nominee under

paragraph (b), regardless of the location in

which or by whom those books, records,

accounts, documents (including contracts), data

and information are stored from time to time.";

and



(14) by inserting after clause 12 the following new clauses:

"Integrated use of works installations or facilities under

the Integration Agreements

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12A.



(1)

Subject to subclauses (2) to (7) of this

clause and to the other provisions of this

Agreement, the Company may during the

continuance of this Agreement:

(a)



use any existing or new works

installations or facilities constructed or

held:

(i)



under this Agreement; or



(ii)



under any other Integration

Agreement which are made

available for such use and during

the

continuance

of

such

Integration Agreement; or



(iii)



with the approval of the Minister,

under a Government agreement

(excluding

an

Integration

Agreement) which are made

available for such use and during

the

continuance

of

that

agreement,



(wholly or in part) in the activities of the

Company carried on by it pursuant to

this Agreement including, without

limitation, as part of those activities,

transporting by railway and shipping

from a loading port and undertaking any

ancillary and incidental activities in

doing so (including, without limitation,

blending permitted by clause 11(12)) of:

(A)



As at 15 Dec 2011



iron ore mined from a Mining Act

1978 mining lease located in, or

proximate to, the Pilbara region

of the said State which is held by

a Related Entity alone or with a

third party or parties (excluding

any mining lease granted



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pursuant to, or held under, a

Government agreement);



(b)



page 84



(B)



with the prior approval of the

Minister, iron ore mined in, or

proximate to, the Pilbara region

of the said State under a

Government

agreement

(excluding

an

Integration

Agreement);



(C)



with the prior approval of the

Minister, iron ore mined by a

third party from a Mining Act

1978 mining lease located in, or

proximate to, the Pilbara region

of the said State (excluding under

a Government agreement) which

has been purchased by the

Company from the third party;



(D)



iron ore mined under

Integration Agreement;



an



make any existing or new works

installations or facilities constructed or

held under this Agreement available for

use (wholly or partly) by another

Integration Proponent during the

continuance of its Integration Agreement

in the activities of that Integration

Proponent carried on by it pursuant to its

Integration

Agreement

including,

without limitation, as part of those

activities, transporting by railway and

shipping from a loading port and

undertaking any ancillary and incidental

activities in doing so (including, without

limitation, blending permitted by that

Integration Agreement) of:



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(c)



(i)



iron ore mined from a Mining Act

1978 mining lease located in, or

proximate to, the Pilbara region

of the said State which is held by

a Related Entity alone or with a

third party or parties (excluding

any mining lease granted

pursuant to, or held under, a

Government agreement);



(ii)



with the prior approval of the

Minister (as defined in that

Integration Agreement), iron ore

mined in, or proximate to, the

Pilbara region of the said State

under a Government agreement

(excluding

an

Integration

Agreement);



(iii)



with the prior approval of the

Minister (as defined in that

Integration

Agreement),

ore

mined by a third party from a

Mining Act 1978 mining lease

located in, or proximate to, the

Pilbara region of the said State

(excluding under a Government

agreement) which has been

purchased by that Integration

Proponent from the third party;



(iv)



iron ore mined under

Integration Agreement;



make any existing or new works

installations or facilities constructed or

held under this Agreement available for

use (wholly or partly) in connection

with operations under:

(i)



As at 15 Dec 2011



an



a Mining Act 1978 mining lease

located in, or proximate to, the



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Pilbara region of the said State,

for iron ore, which is held by a

Related Entity alone or with a

third party or parties (excluding

any mining lease granted

pursuant to, or held under a

Government agreement); or

(ii)



page 86



with the approval of the Minister,

a Government agreement (other

than an Integration Agreement)

for the mining of iron ore in, or

proximate to, the Pilbara region

of the said State;



(d)



subject to subclause (2), under this

Agreement and for the purpose of any

use or making available for use referred

to in paragraph (a), (b) or (c) connect

any existing or new works installations

or facilities constructed or held under

this Agreement to any existing or new

works

installations

or

facilities

constructed or held under another

Integration Agreement;



(e)



subject to subclause (2), under this

Agreement and for the purpose of any

use or making available for use referred

to in paragraph (a), (b) or (c) or making

of any connection referred to in

paragraph (d) construct new works

installations or facilities and expand

modify or otherwise vary any existing

and new works installations or facilities

constructed or held under this

Agreement;



(f)



allow a railway or rail spur line (not

being a railway or rail spur line

constructed or held under an Integration

Agreement) to be connected to a railway



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or rail spur line or other works

installations or facilities constructed or

held under this Agreement for the

delivery of iron ore to an Integration

Proponent for transport by railway and

shipping from a loading port (together

with any ancillary and incidental

activities in doing so) as part of its

activities

under

its

Integration

Agreement; and



(2)



As at 15 Dec 2011



(g)



allow an electricity transmission line

(not being an electricity transmission

line constructed or held under an

Integration Agreement) to be connected

to an electricity transmission line

constructed or held under this

Agreement for the supply of electricity

permitted to be made under an

Integration Agreement.



(a)



A connection referred to in clause (1)(d)

or construction, expansion, modification

or other variation referred to in

subclause (1)(e) by the Company shall,

to the extent not already authorised

under this Agreement as at the variation

date, be regarded as a significant

modification expansion or other

variation of the Company's activities

carried on by it pursuant to this

Agreement and may only be made in

accordance with proposals submitted

and approved or determined under this

Agreement in accordance with clauses 9

and 9A or clauses 10 or 12C as the case

may require and otherwise in

compliance with the provisions of this

Agreement and the laws from time to

time of the said State. For the avoidance

of doubt, the parties acknowledge that



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any use or making available for use

contemplated by subclause (1)(a), (1)(b)

or (1)(c) shall not otherwise than as

required by this paragraph (a) require the

submission and approval of further

proposals under this Agreement.

(b)



page 88



The Company shall not be entitled to:

(i)



submit proposals to construct any

port or to establish harbour or

port works installations or

facilities; or



(ii)



generate and supply power, take

and supply water or dispose of

water

otherwise

than

in

accordance with the other clauses

of this Agreement and subject to

any restrictions contained in

those clauses; or



(iii)



without limiting subparagraphs (i)

and (ii) submit proposals to

construct or establish works

installations or facilities of a type,

or

to

make

expansions,

modifications or other variations

of works installations or facilities

of a type, which in the Minister's

reasonable

opinion

this

Agreement, immediately before

the variation date, did not permit

or contemplate the Company

constructing, establishing or

making as the case may be

otherwise than for integration use

as contemplated by subclauses

(1)(a), (1)(b) or (1)(c) or as

permitted by clause 12C; or



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As at 15 Dec 2011



(iv)



submit proposals to make a

connection as referred to in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) otherwise than

on tenure granted under or

pursuant to this Agreement from

time to time or held pursuant to

this Agreement from time to time;

or



(v)



submit proposals to make a

connection

referred

to

in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) for the purpose

of use as contemplated by

subclause (1)(c)(i), if in the

reasonable opinion of the

Minister the activity which is the

subject of the proposals would

give to the holder or holders of

the relevant Mining Act 1978

mining lease the benefit of rights

or powers granted to the

Company under this Agreement,

over and above the right of access

to and use of the relevant works,

installations or facilities; or



(vi)



submit proposals to make a

connection as referred to in

subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in

subclause (1)(e) for the purpose

of use as contemplated by

subclause (1)(c) and involving the



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grant of tenure without the prior

approval of the Minister; or

(vii)



(c)



page 90



submit proposals to assign,

sublet, transfer or dispose of any

works installations or facilities

constructed or held under this

Agreement or any leases,

licences, easements or other titles

under or pursuant to this

Agreement for any purpose

referred to in this clause.



Notwithstanding the provisions of

clauses 9A, 10 and 12C, the Minister

may defer consideration of, or a decision

upon, a proposal submitted by the

Company for a connection as referred to

in subclause (1)(d) or a construction,

expansion, modification or other

variation as referred to in subclause

(1)(e), for the purpose of use or making

available for use as referred to in

subclauses (1)(a) or (1)(b), until relevant

corresponding proposals under the

relevant Integration Agreement have

been submitted and those proposals can

be approved under that Integration

Agreement concurrently with the

Minister's

approval

under

this

Agreement of the Company's proposal.



(3)



Any use or making available for use as referred

to in subclause (1), or submission of proposals

as referred to in subclause (2), in respect of a

Related Entity shall be subject to the Company

first confirming with the Minister that the

Minister is satisfied that the relevant company is

a Related Entity.



(4)



The Company shall give the Minister prior

written notice of any significant change (other

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than a temporary one for maintenance or to

respond to an emergency) proposed in its use, or

in it making available for use, works,

installations or facilities as referred to in this

clause:

(a)



from that authorised under this

Agreement immediately before the

variation date; and



(b)



subsequently from that previously

notified to the Minister under this

subclause,



as soon as practicable before such change

occurs.

The Company shall also keep the Minister fully

informed with respect to any proposed

connection as referred to in subclause (1)(f) or

(1) (g) or request of the Company for such

connection to be allowed.

(5)



Nothing in this Agreement shall be construed

to:

(a)



exempt another Integration Proponent

from complying with, or the application

of, the provisions of its Integration

Agreement; or



(b)



restrict the Company's rights under

clause 32.



For the avoidance of doubt the approval of

proposals under this Agreement shall not be

construed as authorising another Integration

Proponent to undertake any activities under this

Agreement or under another Integration

Agreement.

(6)



As at 15 Dec 2011



Nothing in this clause shall be construed to

exempt the Company from complying with, or

the application of, the other provisions of this

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Agreement including, without limitation, clause

32 and of relevant laws from time to time of the

said State.

(7)



page 92



For the purpose of this clause "works

installations or facilities" means any:

(a)



harbour or port works installations or

facilities including, without limitation,

stockpiles, reclaimers, conveyors and

wharves;



(b)



railway and rail spur lines;



(c)



track structures and systems associated

with the operation and maintenance of a

railway including, without limitation,

sidings, train control and signalling

systems, maintenance workshops and

terminal yards;



(d)



train loading and unloading works

installations or facilities;



(e)



conveyors;



(f)



private roads;



(g)



mine

aerodrome

aerodrome works

facilities;



(h)



iron ore mining, crushing, screening,

beneficiation or other processing works

installations or facilities;



(i)



mine administration buildings including,

without limitation, offices, workshops

and medical facilities;



(j)



borrow pits;



(k)



accommodation and ancillary facilities

including,

without

limitation,

construction camps and in townsites



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and

associated

installations and



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Iron Ore (Yandicoogina) Agreement Act 1996

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constructed pursuant to and held under

any Integration Agreement;

(l)



water, sewerage, electricity, gas and

telecommunications works installations

and facilities including, without

limitation, pipelines, transmission lines

and cables; and



(m)



any other works installations or facilities

approved of by the Minister for the

purpose of this clause.



Transfer of rights to shared works installations or

facilities

12B. (1)



For the purposes of this clause "Relevant

Infrastructure" means any works installations or

facilities (as defined in clause 12A(7)):

(a)



constructed or held

Integration Agreement;



(b)



which the Company is using in its

activities pursuant to this Agreement;



(c)



which the Minister is satisfied (after

consulting with the Company and the

Integration Proponent for that other

Integration Agreement):

(i)



As at 15 Dec 2011



under



another



are no longer required by that other

Integration Proponent to carry on

its activities pursuant to its

Integration Agreement because of

the cessation of the Integration

Proponent's mining operations in

respect of which such Relevant

Infrastructure was constructed or

held or because of any other reason

acceptable to the Minister; and



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Iron Ore (Yandicoogina) Agreement Act 1996

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(ii)



(d)



(2)



page 94



are required by the Company to

continue to carry on its activities

pursuant to this Agreement; and



in respect of which that other Integration

Proponent has notified the Minister it

consents to the Company submitting

proposals as referred to in subclause (2).



The Company may as an additional proposal

pursuant to clause 9 propose:

(a)



that it be granted a lease licence or other

title over the Relevant Infrastructure

pursuant to this Agreement subject to and

conditional upon the other Integration

Proponent surrendering wholly or in part

(and upon such terms as the Minister

considers reasonable including any

variation

of

terms

to

address

environmental issues) its lease licence or

other

title

over

the

Relevant

Infrastructure; or



(b)



that the other Integration Proponent's

lease licence or other title (not being a

mineral lease, mining lease or other right

to mine title granted under a Government

agreement, the Mining Act 1904 or the

Mining Act 1978) to the Relevant

Infrastructure be transferred to this

Agreement (to be held by the Company

pursuant to this Agreement) with such

surrender of land from it and variations of

its terms as the Minister considers

reasonable for that title to be held under

this Agreement including, without

limitation, to address environmental

issues and outstanding obligations of that

other Integration Proponent under its

Integration Agreement in respect of that

Relevant Infrastructure.



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The provisions of clause 9A shall mutatis

mutandis apply to any such additional proposal.

In addition the Company acknowledges that the

Minister may require variations of the other

Integration Agreement and/or proposals under it

or of this Agreement in order to give effect to

the matters contemplated by this clause.

(3)



This clause shall cease to apply in the event the

State gives any notice of default to the Company

pursuant to clause 38(l) and while such notice

remains unsatisfied.



Miscellaneous Licences for Railways

12C. (1)



In this clause subject to the context:

"Additional Infrastructure" means:

(a)



Train Loading Infrastructure;



(b)



Train Unloading Infrastructure;



(c)



a conveyor, train unloading and other

infrastructure necessary for the transport

of iron ore, freight goods or other

products from the Railway (directly or

indirectly) to port facilities within a

loading port,



in each case located outside a Port;

"LAA" means the Land Administration Act 1997

(WA);

"Lateral Access Roads" has the meaning given

in subclause (3)(a)(iv));

"Lateral Access Road Licence" means a

miscellaneous licence granted pursuant to

subclause (6)(a)(ii) or subclause (6)(b) as the

case may be and according to the requirements

of the context describes the area of land from

time to time the subject of that licence;



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Iron Ore (Yandicoogina) Agreement Act 1996

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"Port" means any port the subject of the Port

Authorities Act 1999 (WA) or the Shipping and

Pilotage Act 1967 (WA);

"Private Roads" means Lateral Access Roads

and the Company's access roads within a

Railway Corridor;

"Rail Safety Act" means the Rail Safety Act 1998

(WA);

"Railway" means a standard gauge heavy haul

railway or railway spur line, located or to be

located as the case may be in, or proximate to,

the Pilbara region of the said State (but outside

the boundaries of a Port) for the transport of iron

ore, freight goods and other products together

with all railway track, associated track structures

including sidings, turning loops, over or under

track structures, supports (including supports for

equipment or items associated with the use of a

railway) tunnels, bridges, train control systems,

signalling systems, switch and other gear,

communication systems, electric traction

infrastructure, buildings (excluding office

buildings, housing and freight centres),

workshops and associated plant, machinery and

equipment and including rolling stock

maintenance facilities, terminal yards, depots,

culverts and weigh bridges which railway is or is

to be (as the case may be) the subject of

approved proposals under subclause (4) and

includes any expansion or extension thereof

outside a Port which is the subject of additional

proposals approved in accordance with

subclause (5);

"Railway Corridor" means, prior to the grant of a

Special Railway Licence, the land for the route

of the Railway the subject of that licence, access

roads (other than Lateral Access Roads), areas

from which stone, sand, clay and gravel may be

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taken, temporary accommodation facilities for

the railway workforce, water bores and

Additional Infrastructure (if any) which is the

subject of a subsisting agreement pursuant to

subclause (3)(a) and after the grant of the Special

Railway Licence the land from time to time the

subject of that Special Railway Licence;

"Railway Operation" means the construction and

operation under this Agreement of the relevant

Railway and associated access roads and

Additional Infrastructure (if any) within the

relevant Railway Corridor and of the associated

Lateral Access Roads, in accordance with

approved proposals;

"Railway spur line" means a standard gauge

heavy haul railway spur line located or to be

located in, or proximate to, the Pilbara region of

the said State (but outside a Port) connecting to a

Railway for the transport of iron ore, freight

goods and other products upon the Railway to

(directly or indirectly) a loading port;

"Railway Operation Date" means the date of the

first carriage of iron ore, freight goods or other

products over the relevant Railway (other than

for construction or commissioning purposes);

"Railway spur line Operation Date" means the

date of the first carriage of iron ore, freight

goods or other products over the relevant

Railway spur line (other than for construction or

commissioning purposes);

"Special Railway Licence" means the relevant

miscellaneous licence for railway and, if

applicable, other purposes, granted to the

Company pursuant to subclause (6)(a)(i) as

varied in accordance with subclause (6)(h) or

subclause (6)(i) and according to the

requirements of the context describes the area of



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Iron Ore (Yandicoogina) Agreement Act 1996

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land from time to time the subject of that

licence;

"Train Loading Infrastructure" means conveyors,

stockpile areas, blending and screening facilities,

stackers, re-claimers and other infrastructure

reasonably required for the loading of iron ore,

freight goods or other products onto the relevant

Railway for transport (directly or indirectly) to a

loading port; and

"Train Unloading Infrastructure" means train

unloading infrastructure reasonably required for

the unloading of iron ore from the Railway to be

processed, or blended with other iron ore, at

processing or blending facilities in the vicinity of

that train unloading infrastructure and with the

resulting iron ore products then loaded on to the

Railway for transport (directly or indirectly) to a

loading port.

Company to obtain prior Ministerial in-principle

approval

(2)



page 98



(a)



If the Company wishes, from time to time

during the continuance of this Agreement,

to proceed under this clause with a plan to

develop a Railway it shall give notice

thereof to the Minister and furnish to the

Minister with that notice an outline of its

plan.



(b)



The Minister shall within one month of a

notice under paragraph (a) advise the

Company whether or not he approves inprinciple the proposed plan. The Minister

shall afford the Company full opportunity

to consult with him in respect of any

decision of the Minister under this

paragraph.



(c)



The Minister's in-principle approval in

respect of a proposed plan shall lapse if



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the Company has not submitted detailed

proposals to the Minister in respect of that

plan in accordance with this clause within

18 months of the Minister's in-principle

approval.

Railway Corridor

(3)



(a)



If the Minister gives in-principle approval

to a plan of the Company to develop a

Railway it shall consult with the Minister

to seek the agreement of the Minister as

to:

(i)



where the Railway will begin and

end; and



(ii)



a route for the Railway, access

roads to be within the Railway

Corridor and the land required for

that route as well as Additional

Infrastructure (if any) including,

without limitation, areas from

which stone, sand, clay and gravel

may

be

taken,

temporary

accommodation facilities for the

railway workforce and water bores;

and



(iii)



in

respect

of

Additional

Infrastructure (if any) the nature

and capacity of such Additional

Infrastructure; and



(iv)



the routes of, and the land required

for, roads outside the Railway

Corridor (and also outside a Port)

for access to it to construct the

Railway (such roads as agreed

being "Lateral Access Roads").



In seeking such agreement, regard shall

be had to achieving a balance between

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Iron Ore (Yandicoogina) Agreement Act 1996

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engineering matters including costs, the

nature and use of any lands concerned and

interests therein and the costs of acquiring

the land (all of which shall be borne by

the Company). The parties acknowledge

the intention is for the Company to

construct the Railway, the access roads

for the construction and maintenance of

the Railway which are to be within the

Railway Corridor and the relevant

Additional Infrastructure (if any) along

the centreline of the Railway Corridor

subject to changes in that alignment to the

extent necessary to avoid heritage,

environmental or poor ground conditions

that are not identified during preliminary

investigation work, and recognise the

width of the Railway Corridor may need

to vary along its route to accommodate

Additional Infrastructure (if any), access

roads, areas from which stone, sand, clay

and gravel may be taken, temporary

accommodation facilities for the railway

workforce and water bores.

The

provisions of clause 37 shall not apply to

this subclause.



page 100



(b)



If the date by which the Company must

submit detailed proposals under subclause

(4)(a) (as referred to in subclause (2)(c))

is extended or varied by the Minister

pursuant to clause 35, any agreement

made pursuant to paragraph (a) before

such date is extended or varied shall

unless the Minister notifies the Company

otherwise be deemed to be at an end and

neither party shall have any claim against

the other in respect of it.



(c)



The Company acknowledges that it shall

be responsible for liaising with every title



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holder in respect of the land affected and

for obtaining in a form and substance

acceptable

to

the

Minister

all

unconditional and irrevocable consents of

each such title holder to, and all statutory

consents required in respect of the land

affected for:

(i)



the grant of the Special Railway

Licence for the construction,

operation and maintenance within

the Railway Corridor of the

Railway, access roads and

Additional Infrastructure (if any) to

be within the Railway Corridor;

and



(ii)



the grant of Lateral Access Road

Licences for the construction, use

and maintenance of Lateral Access

Roads over the routes for the

Lateral Access Roads agreed

pursuant to paragraph (a); and



(iii)



the inclusion of additional land in

the Special Railway Licence as

referred to in subclause (6)(h) or

subclause (6)(i),



in accordance with this clause. For the

purposes of this subclause (3)(c), "title

holder" means a management body (as

defined in the LAA) in respect of any part

of the affected land, a person who holds a

mining, petroleum or geothermal energy

right (as defined in the LAA) in respect of

any part of the affected land, a person

who holds a lease or licence under the

LAA in respect of any part of the affected

land, a person who holds any other title

granted under or pursuant to a



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Government agreement in respect of any

part of the affected land, a person who

holds a lease or licence in respect of any

part of the affected land under any other

Act applying in the said State and a

person in whom any part of the affected

land is vested, immediately before the

provision of such consents to the Minister

as referred to in subclause (4)(e)(ii)

(including as applying pursuant to

subclause 5(d)).

Company to submit proposals for Railway

(4)



(a)



The Company shall, subject to the EP

Act, the provisions of this Agreement,

agreement at that time subsisting in

respect of the matters required to be

agreed pursuant to subclause 3(a), submit

to the Minister by the latest date applying

under subclause (2)(c) to the fullest extent

reasonably practicable its detailed

proposals (including plans where

practicable and specifications where

reasonably required by the Minister and

any other details normally required by a

local government in whose area any

works are to be situated) with respect to

the undertaking of the relevant Railway

Operation, which proposals shall include

the location, area, layout, design,

materials and time program for the

commencement and completion of

construction or the provision (as the case

may be) of each of the following matters

namely:

(i)



page 102



the Railway including fencing (if

any) and crossing places within the

Railway Corridor;



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(ii)



Additional Infrastructure (if any)

within the Railway Corridor;



(iii)



temporary accommodation and

ancillary temporary facilities for

the railway workforce on, or in the

vicinity of, the Railway Corridor

and housing and other appropriate

facilities elsewhere for the

Company’s workforce;



(iv)



water supply;



(v)



energy supplies;



(vi)



access roads within the Railway

Corridor and Lateral Access Roads

both along the routes for those

roads agreed between the Minister

and the Company pursuant to

subclause 3(a);



(vii) any other works, services or

facilities desired by the Company;

and

(viii) use of local labour, professional

services, manufacturers, suppliers

contractors and materials and

measures to be taken with respect

to the engagement and training of

employees by the Company, its

agents and contractors.



As at 15 Dec 2011



(b)



Proposals pursuant to paragraph (a) must

specify the matters agreed for the purpose

pursuant to subclause (3)(a) and must not

be contrary to or inconsistent with such

agreed matters.



(c)



Each of the proposals pursuant to

paragraph (a) may with the approval of

the Minister, or must if so required by the

Minister, be submitted separately and in



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any order as to the matter or matters

mentioned in one or more of

subparagraphs (i) to (viii) of paragraph (a)

and until all of its proposals under this

subclause have been approved the

Company may withdraw and may

resubmit any proposal but the withdrawal

of any proposal shall not affect the

obligations of the Company to submit a

proposal under this subclause in respect

of the subject matter of the withdrawn

proposal.

(d)



The Company shall, whenever any of the

following matters referred to in this

subclause are proposed by the Company

(whether before or during the submission

of proposals under this subclause), submit

to the Minister details of any services

(including any elements of the project

investigations, design and management)

and any works, materials, plant,

equipment and supplies that it proposes to

consider obtaining from or having carried

out or permitting to be obtained from or

carried out outside Australia, together

with its reasons therefor and shall, if

required by the Minister consult with the

Minister with respect thereto.



(e)



At the time when the Company submits

the last of the said proposals pursuant to

this subclause, it shall:

(i)



page 104



furnish to the Minister's reasonable

satisfaction evidence of all

accreditations under the Rail

Safety Act which are required to be

held by the Company or any other

person for the construction of the

Railway; and



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(ii)



(f)



furnish to the Minister the written

consents referred to in subclause

(3)(c)(i) and (3)(c)(ii).



The provisions of clause 9A shall apply

mutatis mutandis to detailed proposals

submitted under this subclause.



Additional Railway Proposals

(5)



As at 15 Dec 2011



(a)



If the Company at any time during the

currency of a Special Railway Licence

desires to construct a Railway spur line

(connecting to the Railway the subject of

that Special Railway Licence) or desires

to significantly modify, expand or

otherwise vary its activities within the

land the subject of the Special Railway

Licence that are the subject of this

Agreement and that may be carried on by

it pursuant to this Agreement (other than

by the construction of a Railway spur

line) beyond those activities specified in

any approved proposals for that Railway,

it shall give notice of such desire to the

Minister and furnish to the Minister with

that notice an outline of its proposals in

respect thereto (including, without

limitation, such matters mentioned in

subclause (4)(a) as are relevant or as the

Minister otherwise requires).



(b)



If the notice relates to a Railway spur line,

or to the construction of Train Loading

Infrastructure or Train Unloading

Infrastructure on land outside the then

Railway Corridor, the Minister shall

within one month of receipt of such notice

advise the Company whether or not he

approves in-principle the proposed

construction of such spur line, Train

Loading

Infrastructure

or

Train



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Unloading Infrastructure. If the Minister

gives in-principle approval the Company

may (but not otherwise) submit detailed

proposals in respect thereof provided that

the provisions of subclause (3) shall

mutatis mutandis apply prior to

submission of detailed proposals in

respect thereof.



page 106



(c)



Subject to the EP Act, the provisions of

this Agreement and agreement at that

time subsisting in respect of any matters

required to be agreed pursuant to

subclause (3)(a) (as referred to in

paragraph (b)), the Company shall submit

to the Minister within a reasonable

timeframe, as determined by the Minister

after receipt of the notice referred to in

paragraph (a) (or in the case of a notice

referred to in paragraph (b) the giving of

the Minister's in-principle consent as

referred to in that paragraph), detailed

proposals in respect of the proposed

construction of such Railway spur line,

Train Loading Infrastructure, Train

Unloading Infrastructure or other

proposed modification, expansion or

variation of its activities including such of

the matters mentioned in subclause (4)(a)

as the Minister may require.



(d)



The provisions of subclause (4) (with the

date for submission of proposals being

read as the date or time determined by the

Minister under paragraph (c) and the

reference in subclause (4)(e)(ii) to

subclause (3)(c)(i) being read as a

reference to subclause (3)(c)(iii)) and of

clause 9A shall mutatis mutandis apply to

detailed proposals submitted pursuant to

this subclause.



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Grant of Tenure

(6)



(a)



On application made by the Company to

the Minister in such manner as the

Minister may determine, not later than 3

months after all its proposals submitted

pursuant to subclause (4)(a) have been

approved or deemed to be approved and

the Company has complied with the

provisions of subclause (4)(e), the State

notwithstanding the Mining Act 1978

shall cause to be granted to the Company:

(i)



As at 15 Dec 2011



a miscellaneous licence to conduct

within the Railway Corridor and in

accordance with its approved

proposals all activities (including

the taking of stone, sand, clay and

gravel, the provision of temporary

accommodation facilities for the

railway workforce and, subject to

the Rights in Water and Irrigation

Act 1914 (WA), the operation of

water bores) necessary for the

planning, design, construction,

commissioning, operation and

maintenance within the Railway

Corridor of the Railway, access

roads and Additional Infrastructure

(if any) ("the Special Railway

Licence") such licence to be

granted under and subject to,

except as otherwise provided in

this Agreement, the Mining Act

1978 in the form of the Second

Schedule hereto and subject to

such terms and conditions as the

Minister for Mines may from time

to time consider reasonable and at

a rental calculated in accordance

with the Mining Act 1978:



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(ii)



(b)



page 108



(A)



prior to the Railway

Operation Date, as if the

width of the Railway

Corridor were 100 metres;

and



(B)



on and from the Railway

Operation Date, at the

rentals from time to time

prescribed under the Mining

Act 1978; and



a miscellaneous licence or licences

to allow the construction, use and

maintenance of Lateral Access

Roads within the routes agreed for

those Lateral Access Roads under

subclause (3)(a) (each a "Lateral

Access Road Licence"), each such

licence to be granted under and

subject to, except as otherwise

provided in this Agreement, the

Mining Act 1978 in the form of the

Third Schedule hereto and subject

to such terms and conditions as the

Minister for Mines may from time

to time consider reasonable and at

the rentals from time to time

prescribed under the Mining Act

1978.



On application made by the Company to

the Minister in such manner as the

Minister may determine, not later than 3

months after its proposals submitted

pursuant to subclause (5)(a) for the

construction of Lateral Access Roads for

access to the Railway Corridor to

construct a Railway spur line have been

approved or deemed to be approved and

the Company has complied with the

provisions of subclause (4)(e) (as



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applying pursuant to subclause (5)(d)),

the State notwithstanding the Mining Act

1978 shall cause to be granted to the

Company a miscellaneous licence or

licences to allow the construction, use and

maintenance of Lateral Access Roads

within the routes agreed for those Lateral

Access Roads under subclause (3)(a)) (as

applying pursuant to subclause (5)(b))

(each a "Lateral Access Road Licence"),

each such licence to be granted under and

subject to, except as otherwise provided

in this Agreement, the Mining Act 1978

in the form of the Fourth Schedule hereto

and subject to such terms and conditions

as the Minister for Mines may from time

to time consider reasonable and at the

rentals from time to time prescribed under

the Mining Act 1978.



As at 15 Dec 2011



(c)



Notwithstanding the Mining Act 1978,

the term of the Special Railway Licence

shall, subject to the sooner determination

thereof on the cessation or sooner

determination of this Agreement, be for a

period of 50 years commencing on the

date of grant thereof.



(d)



Notwithstanding the Mining Act 1978,

the term of any Lateral Access Road

Licence shall, subject to the sooner

determination thereof on the cessation or

sooner determination of this Agreement,

be for a period of 4 years commencing on

the date of grant thereof.



(e)



Notwithstanding the Mining Act 1978,

and except as required to do so by the

terms of the Special Railway Licence, the

Company shall not be entitled to

surrender the Special Railway Licence or

any Lateral Access Road Licence or any



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part or parts of them without the prior

consent of the Minister.

(f)



(g)



(i)



The Company may in accordance

with approved proposals take

stone, sand, clay and gravel from

the Railway Corridor for the

construction,

operation

and

maintenance of the Railway

constructed within or approved for

construction within the Railway

Corridor.



(ii)



Notwithstanding the Mining Act

1978 no royalty shall be payable

under the Mining Act in respect of

stone, sand, clay and gravel which

the Company is permitted by

subparagraph (i) to obtain from the

land the subject of the Special

Railway Licence.



For the purposes of this Agreement and

without limiting the operation of

paragraphs (a) to (f) inclusive above, the

application of the Mining Act 1978 and

the regulations made thereunder are

specifically modified;

(i)



page 110



in section 91(1) by:

(A)



deleting

"the

mining

registrar or the warden, in

accordance with section 42

(as read with section 92)"

and

substituting

"the

Minister";



(B)



deleting "any person" and

substituting "the Company

(as defined in the agreement

ratified by and scheduled to

the Iron Ore (Yandicoogina)



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Agreement Act 1996, as

from time to time added to,

varied or amended)";

(C)



As at 15 Dec 2011



deleting "for any one or

more of the purposes

prescribed" and substituting

"for the purpose specified in

clause 12C(6)(a)(i), clause

12C(6)(a)(ii)

or

clause

12C(6)(b), of the agreement

ratified by and scheduled to

the Iron Ore (Yandicoogina)

Agreement Act 1996, as

from time to time added to,

varied or amended";



(ii)



in section 91(3)(a), by deleting

"prescribed form" and substituting

"form required by the agreement

ratified by and scheduled to the

Iron

Ore

(Yandicoogina)

Agreement Act 1996, as from time

to time added to, varied or

amended";



(iii)



by deleting sections 91(6), 91(9),

91(10) and 91B;



(iv)



in section 92, by deleting "Sections

41, 42, 44, 46, 46A, 47 and 52

apply," and inserting "Section 46A

(excluding in subsection (2)(a) "the

mining registrar, the warden or")

applies," and by deleting "in those

provisions" and inserting "in that

provision";



(v)



by deleting the full stop at the end

of the section 94(1) and inserting,

"except to the extent otherwise

provided in, or to the extent that



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such terms and conditions are

inconsistent with, the agreement

ratified by and scheduled to the

Iron

Ore

(Yandicoogina)

Agreement Act 1996, as from time

to time added to, varied or

amended";

(vi)



by deleting sections 94(2), (3) and

(4);



(vii) in section 96(1), by inserting after

"miscellaneous licence" the words

"(not being a miscellaneous licence

granted pursuant to the agreement

ratified by and scheduled to the

Iron

Ore

(Yandicoogina)

Agreement Act 1996, as from time

to time added to, varied or

amended";

(viii) by deleting mining regulations

37(2), 37(3), 42 and 42A; and

(ix)



(h)



page 112



by inserting at the beginning of

mining regulations 41(c) and (f)

the words "subject to the

agreement

ratified

by

and

scheduled to the Iron Ore

(Yandicoogina) Agreement Act

1996,, as from time to time added

to, varied or amended".



If additional proposals are approved in

accordance with subclause (5) for the

construction of a Railway spur line

outside the then Railway Corridor, the

Minister for Mines shall include the area

of land within which such construction is

to occur in the Special Railway Licence

by endorsement. The area of such land

may be included notwithstanding that the



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survey of the land has not been completed

but subject to correction to accord with

the survey when completed at the

Company's expense.

(i)



If additional proposals are approved in

accordance with subclause (5) for the

construction

of

Train

Loading

Infrastructure or Train Unloading

Infrastructure outside the then Railway

Corridor, the Minister for Mines shall

include the area of such land within which

such infrastructure is approved for

construction in the Special Railway

Licence by endorsement. The area of

such

land

may

be

included

notwithstanding that the survey of the

land has not been completed but subject

to correction to accord with the survey

when completed at the Company's

expense.



(j)



The provisions of this subclause shall not

operate so as to require the State to cause

a Special Railway Licence or a Lateral

Access Road Licence to be granted or any

land included in the Special Railway

Licence as mentioned above until all

processes necessary under any laws

relating to native title to enable that grant

or inclusion of land to proceed, have been

completed.



Construction and operation of Railway

(7)



As at 15 Dec 2011



(a)



Subject to and in accordance with

approved proposals, the Rail Safety Act

and the grant of the relevant Special

Railway Licence and any associated

Lateral Access Road Licences the

Company shall in a proper and

workmanlike manner and in accordance



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Iron Ore (Yandicoogina) Agreement Act 1996

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with recognised standards for railways of

a similar nature operating under similar

conditions construct the Railway and

associated Additional Infrastructure and

access roads within the Railway Corridor

and shall also construct inter alia any

necessary sidings, crossing points,

bridges, signalling switches and other

works and appurtenances and provide for

crossings and (where appropriate and

required by the Minister) grade separation

or other protective devices including

flashing lights and boom gates at places

where the Railway crosses or intersects

with major roads or existing railways.

(b)



The Company shall while the holder of a

Special Railway Licence:

(i)



keep the Railway the subject of

that licence in an operable state;

and



(ii)



ensure that the Railway the subject

of that licence is operated in a safe

and proper manner in compliance

with all applicable laws from time

to time; and



(iii)



without limiting subparagraph (ii)

ensure that the obligations imposed

under the Rail Safety Act on an

owner and an operator (as those

terms are therein defined) are

complied with in connection with

the Railway the subject of that

licence.



Nothing in this Agreement shall be

construed to exempt the Company or any

other person from compliance with the

Rail Safety Act or limit its application to



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the Company's operations generally

(except as otherwise may be provided in

that Act or regulations made under it).



As at 15 Dec 2011



(c)



The Company shall provide crossings for

livestock and also for any roads, other

railways, conveyors, pipelines and other

utilities which exist at the date of grant of

the relevant Special Railway Licence or

in respect of land subsequently included

in it at the date of such inclusion and the

Company shall on reasonable terms and

conditions allow such crossings for roads,

railways, conveyors, pipelines and other

utilities which may be constructed for

future needs and which may be required

to cross a Railway constructed pursuant

to this clause.



(d)



Subject to clause 12B, the Company shall

at all times be the holder of Special

Railway Licences and Lateral Access

Road Licences granted pursuant to this

clause and (without limiting clause 26 but

subject to clause 12B) shall at all times

own manage and control the use of each

Railway the subject of a Special Railway

Licence held by the Company.



(e)



The Company shall not be entitled to

exclusive possession of the land the

subject of a Special Railway Licence or

Lateral Access Road Licence granted

pursuant to this clause to the intent that

the State, the Minister, the Minister for

Mines and any persons authorised by any

of them from time to time shall be entitled

to enter upon the land or any part of it at

all reasonable times and on reasonable

notice with all necessary vehicles, plant

and equipment and for purposes related to

this Agreement or such other purposes as



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they think fit but in doing so shall be

subject to the reasonable directions of the

Company so as not to unreasonably

interfere with the Company's operations.



page 116



(f)



The Company's ownership of a Railway

constructed pursuant to this clause shall

not give it an interest in the land

underlying it.



(g)



The Company shall not at any time

without the prior consent of the Minister

dismantle, sell or otherwise dispose of

any part or parts of any Railway

constructed pursuant to this clause, or

permit this to occur, other than for the

purpose of maintenance, repair, upgrade

or renewal.



(h)



The Company shall, subject to and in

accordance with approved proposals, in a

proper and workmanlike manner,

construct any Additional Infrastructure,

access roads, Lateral Access Roads and

other works approved for construction

under this clause.



(i)



The Company shall while the holder of a

Special Railway Licence at all times keep

and maintain in good repair and working

order and condition (which obligation

includes, where necessary, replacing or

renewing all parts which are worn out or

in need of replacement or renewal due to

their age or condition) the Railway,

access roads and Additional Infrastructure

(if any) the subject of that licence and all

such other works installations plant

machinery and equipment for the time

being the subject of this Agreement and

used in connection with the operation use

and maintenance of that Railway, access



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roads and Additional Infrastructure (if

any).

(j)



(k)



Subject to clause 12B, the Company shall:

(i)



be responsible for the cost of

construction and maintenance of

all Private Roads constructed

pursuant to this clause; and



(ii)



at its own cost erect signposts and

take other steps that may be

reasonable in the circumstances to

prevent any persons and vehicles

(other than those engaged upon the

Company's activities and its

invitees and licensees) from using

the Private Roads; and



(iii)



at any place where any Private

Roads are constructed by the

Company so as to cross any

railways or public roads provide at

its cost such reasonable protection

and signposting as may be required

by the Commissioner of Main

Roads or the Public Transport

Authority as the case may be.



The provisions of clauses 20(3) and (4)

shall apply mutatis mutandis to any

Railway or Railway spur line constructed

pursuant to this clause except that the

Company shall not be obliged to transport

passengers upon any such Railway or

Railway spur line.



Aboriginal Heritage Act 1972 (WA)

(8)



As at 15 Dec 2011



For the purposes of this clause the Aboriginal

Heritage Act 1972 (WA) applies as if it were

modified by:



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Iron Ore (Yandicoogina) Agreement Act 1996

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(a)



the insertion before the full stop at the end

of section 18(1) of the words:

"and the expression "the Company"

means the persons from time to time

comprising "the Company" in their

capacity as such under the agreement

ratified by and scheduled to the Iron Ore

(Yandicoogina) Agreement Act 1996, as

from time to time added to, varied or

amended in relation to the use or

proposed use of land pursuant to clause

12C of that agreement after and in

accordance with approved proposals

under clause 12C of that agreement and in

relation to the use of that land before any

such approval of proposals where the

Company has the requisite authority to

enter upon and so use the land";



(b)



the insertion in sections 18(2), 18(4),

18(5) and 18(7) of the words "or the

Company as the case may be" after the

words "owner of any land";



(c)



the insertion in section 18(3) of the words

"or the Company as the case may be"

after the words "the owner";



(d)



the insertion of the following sentences at

the end of section 18(3):

"In relation to a notice from the Company

the conditions that the Minister may

specify can as appropriate include, among

other conditions, a condition restricting

the Company's use of the relevant land to

after the approval or deemed approval as

the

case

may

be

under

the

abovementioned agreement of all of the

Company's submitted initial proposals

thereunder for the Railway Operation (as



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defined in clause 12C(1) of the

abovementioned agreement), or in the

case of additional proposals submitted or

to be submitted by the Company to after

the approval or deemed approval under

that agreement of such additional

proposals, and to the extent so approved.

"; and

(e)



the insertion in sections 18(2) and 18(5)

of the words "or it as the case may be"

after the word "he".



The Company acknowledges that nothing in this

subclause (8) nor the granting of any consents

under section 18 of the Aboriginal Heritage Act

1972 (WA) will constitute or is to be construed

as constituting the approval of any proposals

submitted or to be submitted by the Company

under this Agreement or as the grant or promise

of land tenure for the purposes of this

Agreement.

Taking of land for the purposes of this clause

(9)



As at 15 Dec 2011



(a)



The State is hereby empowered, as and

for a public work under Parts 9 and 10 of

the LAA, to take for the purposes of this

clause any land (other than any part of a

Port) which in the opinion of the

Company is necessary for the relevant

Railway Operation and which the

Minister determines is appropriate to be

taken for the relevant Railway Operation

(except any land the taking of which

would be contrary to the provisions of a

Government agreement entered into

before the submission of the proposals

relating to the proposed taking) and

notwithstanding any other provisions of

that Act may license that land to the

Company.



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Iron Ore (Yandicoogina) Agreement Act 1996

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(b)



In applying Parts 9 and 10 of the LAA for

the purposes of this clause:

(i)



"land" in that Act includes a legal

or equitable estate or interest in

land;



(ii)



sections 170, 171, 172, 173, 174,

175 and 184 of that Act do not

apply; and



(iii)



that Act applies as if it were

modified in section 177(2) by

inserting –

(A)



after "railway" the following

"or land is being taken

pursuant to a Government

agreement as defined in

section 2 of the Government

Agreements

Act

1979

(WA)"; and



(B)



after

"that

following -



Act"



the



"or that Agreement as the

case may be".

(c)



The Company shall pay to the State on

demand the costs of or incidental to any

land taken at the request of and on behalf

of the Company including but not limited

to any compensation payable to any

holder of native title or of native title

rights and interests in the land.



Notification of Railway Operation Date

(10)



page 120



(a)



The Company shall from the date

occurring 6 months before the date for

completion of construction of a Railway



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specified in its time program for the

commencement and completion of

construction of that Railway submitted

under subclause (4)(a), keep the Minister

fully informed as to:

the progress of that construction

and its likely completion and

commissioning; and



(ii)



the likely Railway Operation Date.



(b)



The Company shall on the Railway

Operation Date notify the Minister that

the first carriage of iron ore, freight goods

or other products as the case may be over

the Railway (other than for construction

or commissioning purposes) has occurred.



(c)



The Company shall from the date

occurring 6 months before the date for

completion of construction of a Railway

spur line specified in its time program for

the commencement and completion of

construction of that spur line submitted

under subclause (5)(c) keep the Minister

fully informed as to:



(d)



As at 15 Dec 2011



(i)



(i)



the progress of that construction

and its likely completion and

commissioning; and



(ii)



in respect of it, the likely Railway

spur line Operation Date.



The Company shall on the Railway spur

line Operation Date in respect of any

Railway spur line notify the Minister that

the first carriage of iron ore, freight goods

or other products as the case may be over

such spur line (other than for construction

or

commissioning

purposes)

has

occurred.";



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(15) In clause 17 by deleting the full stop at the end of paragraph

(b), substituting "; and" and the following new paragraph:

"(c)



for the purpose of supply to:

(i)



"the Company" or "Joint Venturers" as the case

may be as defined in, and for the purpose of an

Integration Agreement, for its or their purposes

thereunder;



(ii)



the holders from time to time of a Mining Act

1978 mining lease located in, or proximate to,

the Pilbara region of the said State which is

held by a Related Entity alone or with a third

party or parties (excluding any mining lease

granted pursuant to, or held under, a

Government agreement) for the purpose of

their iron ore mining operations on that mining

lease; and



(iii)



with the prior approval of the Minister, "the

Company" or "the Joint Venturers" as the case

may be as defined in, and for the purpose of,

aGovernment agreement (excluding an

Integration Agreement) for the mining of iron

ore in, or proximate to, the Pilbara region of the

said State for the purpose of its or their

operations under that agreement,



and to the extent determined by the Minister generate

transmit and supply electricity.";

(16) deleting clause 20(5);

(17) by inserting after subclause (2) of clause 21 the following

new subclause:

"(2a) The provisions of subclause (1) of this clause shall not

operate to require the State to grant or vary, or cause to

be granted or varied, any lease licence or other right or

title until all processes required by laws relating to

native title to enable that grant or variation to proceed,

have been completed.";



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(18)



by deleting subclause (7) of clause 23 and substituting the

following new subclause:

"(7) For the purposes of subclause (6) "alternate project"

means:

(a)



a project to establish and operate within the

said State plant for the production of metallised

agglomerates;



(b)



a project to establish and operate within the said

State plant which processes and adds value to

minerals mined in the said State; or



(c)



any other project within the said State which the

Minister approves as providing as equivalent

benefits to the State to a project to establish and

operate within the said State plant for the

production of metallised agglomerates,



to be undertaken by:



(19)



(d)



the Company (excluding a project referred to in

paragraph (a)): or



(e)



a related body corporate or related bodies

corporate (within the meaning of the

Corporations Act 2001 (Cwth) of the Company

solely or in conjunction with the Company; or



(f)



a joint venture in which the Company or its

related body corporate has a majority

participating interest; or



(g)



any other third person or persons which the

Company and the Minister accept as having the

requisite financial and technical capacity and

expertise to undertake solely, or in conjunction

with the Company, the relevant project referred

to in paragraph (a), (b) or (c).";



by inserting the following sentence at the end of clause 31:

"As a separate independent indemnity the Company will

indemnify and keep indemnified the State and its servants



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agents and contractors in respect of all actions suits claims

demands or costs of third parties arising out of or in

connection with any use, making available for use or other

activities of the Company as referred to in clause 12A.";

(20)



in clause 32(3)(a) by inserting "or held pursuant to this

Agreement" after "under or pursuant to this Agreement";



(21)



in clause 33(1) by inserting "or held pursuant hereto" after

"under or pursuant to this Agreement";



(22)



in clause 38(1)(a)(i) by inserting "granted under or pursuant

to this Agreement or held pursuant to this Agreement" after

"easement or other title";



(23)



in clause 38(4) by deleting "occupied by the Company" and

substituting "the subject of any lease licence on other title

granted under or pursuant to this Agreement or held pursuant

to the Agreement";



(24)



in clause 39(1)(a) by inserting "or held pursuant hereto" after

"granted hereunder or pursuant hereto";



(25)



in clause 39(2) by inserting "or held pursuant hereto" after

made under or pursuant to this Agreement"; and



(25)



by inserting after the Schedule the following new schedules:

" SECOND SCHEDULE

WESTERN AUSTRALIA



IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER

PURPOSES

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by

and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from

time to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called "the Company") a

miscellaneous licence for the construction operation and maintenance of a

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Railway (as defined in clause 12C(1) of the Agreement and otherwise as

provided in the Agreement) and, if applicable, other purposes AND WHEREAS

the Company pursuant to clause 12C(6)(a) of the Agreement has made

application for the said licence;

NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act

1996, as from time to time added to, varied or amended, the Company is hereby

granted by this licence authority to conduct on the land the subject of this

licence as more particularly delineated and described from time to time in the

Schedule hereto all activities (including the taking of stone, sand, clay and

gravel, the provision of temporary accommodation facilities for the railway

workforce in accordance with the Agreement and, subject to the Rights in Water

and Irrigation Act 1914 (WA), the operation of water bores) necessary for the

planning, design, construction, commissioning, operation and maintenance on

the land the subject of this licence of the Railway and Additional Infrastructure

(as defined in clause 12C(1) of the Agreement) and access roads to be located

on the land the subject of this licence in accordance with the provisions of the

Agreement and proposals approved under the Agreement, for the term of 50

years from the date hereof (subject to the sooner determination of the term upon

the determination of the Agreement) and upon and subject to the terms

covenants and conditions set out in the Agreement and the Mining Act 1978 as it

applies to this licence, and any amendments to the Agreement and the Mining

Act 1978 from time to time and to the terms and conditions (if any) now or

hereafter endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 12C(6)(a)(i) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:

-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to "the Agreement" means such agreement as from time to

time added to, varied or amended.



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-



The terms "approved proposals", "Railway", "Railway Operation

Date", and "Railway spur line" have the meanings given in the

Agreement.

ENDORSEMENTS AND CONDITIONS



Endorsements

1.



This licence is granted in accordance with proposals submitted on

[ ], and approved by the Minister (as defined in the Agreement) on

[ ], under the Agreement.



2.



The Company is permitted to, in accordance with approved proposals,

take stone, sand, clay and gravel from the land the subject of this

licence for the construction, operation and maintenance of the Railway

(including any Railway spur line) constructed within or approved for

construction within the area of land the subject of this licence.



3.



Notwithstanding the Mining Act 1978, no royalty shall be payable

under the Mining Act 1978 in respect of stone, sand, clay and gravel

which the Company is permitted by the Agreement to obtain from the

land the subject of this licence.



4.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

1.



page 126



(a)



Except as provided in paragraph (b), the Company shall

within 2 years after the Railway Operation Date surrender in

accordance with the provisions of the Mining Act 1978 the

area of this licence down to a maximum of 100 metres width

or as otherwise approved by the Minister (as defined in the

Agreement) for the safe operation of the Railway then

constructed or approved for construction under approved

proposals.



(b)



Paragraph (a) shall not apply to land the subject of this

licence that was included in this licence pursuant to clause

12C(6)(h) or clause 12C(6)(i) of the Agreement.



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2.



The Company shall as soon as possible after the construction of a

Railway spur line or of an expansion or extension thereof as the case

may be surrender in accordance with the Mining Act 1978 the land

the subject of this licence that was included in this licence pursuant

to clause 12C(6)(h) of the Agreement for the purpose of such

construction down to a maximum of 100 metres in width or as

otherwise approved by the Minister (as defined in the Agreement) for

the safe operation of that Railway spur line or expansion or extension

thereof as the case may be then constructed or approved for

construction under approved proposals.



3.



[Any further conditions which the Minister for Mines may, consistent

with the provisions of the Agreement, determines and thereafter

impose in respect of this licence including during the term of the

Agreement.]

SCHEDULE

Land description



Locality:

Mineral Field

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES

THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by

and scheduled to the Iron Ore (Yandicoogina) Agreement Act 1996, as from

time to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called "the Company") a

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miscellaneous licence for the construction use and maintenance of a Lateral

Access Road (as defined in the Agreement) AND WHEREAS the Company

pursuant to clause 12C(6)(a)(ii) of the Agreement has made application for the

said licence;

NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act

1996, as from time to time added to, varied or amended, the Company is hereby

authorised to construct use and maintain a road on the land more particularly

delineated and described from time to time in the Schedule hereto in accordance

with the provisions of the Agreement and proposals approved under the

Agreement for a term of 4 years commencing on the date hereof (subject to the

sooner determination of the term upon the cessation or determination of the

Agreement) and for the purposes and upon and subject to the terms covenants

and conditions set out in the Agreement and the Mining Act 1978 as it applies to

this licence, and any amendments to the Agreement and the Mining Act 1978

from time to time and to the terms and conditions (if any) now or hereafter

endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 12C(6)(a)(ii) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:

-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to "the Agreement" means such agreement as from time to

time added to, varied or amended.

ENDORSEMENTS AND CONDITIONS



Endorsements

1.



page 128



This licence is granted in accordance with proposals submitted on

[ ], and approved by the Minister (as defined in the Agreement) on

[ ], under the Agreement.



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2.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

[Such conditions which the Minister for Mines may, consistent with the

provisions of the Agreement, determines and thereafter impose in respect of the

licence, including during the term of the Agreement.]

SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this



day of



.



MINISTER FOR MINES

FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (YANDICOOGINA) AGREEMENT ACT 1996

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called "the Agreement") ratified by

and scheduled tithe Iron Ore (Yandicoogina) Agreement Act 1996, as from time

to time added to, varied or amended, the State agreed to grant to [

]

(hereinafter with its successors and permitted assigns called "the Company") a

miscellaneous licence for the construction use and maintenance of a Lateral

Access Road (as defined in the Agreement) AND WHEREAS the Company

pursuant to clause 12C(6)(b) of the Agreement has made application for the said

licence;



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NOW in consideration of the rents reserved by and the provisions of the

Agreement and in pursuance of the Iron Ore (Yandicoogina) Agreement Act

1996, as from time to time added to, varied or amended, the Company is hereby

authorised to construct use and maintain a road on the land more particularly

delineated and described from time to time in the Schedule hereto in accordance

with the provisions of the Agreement and proposals approved under the

Agreement for a term of 4 years commencing on the date hereof (subject to the

sooner determination of the term upon the cessation or determination of the

Agreement) and for the purposes and upon and subject to the terms covenants

and conditions set out in the Agreement and the Mining Act 1978 as it applies to

this licence, and any amendments to the Agreement and the Mining Act 1978

from time to time and to the terms and conditions (if any) now or hereafter

endorsed hereon and the payment of rentals in respect of this licence in

accordance with clause 12C(6)(b) of the Agreement PROVIDED ALWAYS

that this licence shall not be determined or forfeited otherwise than in

accordance with the Agreement.

In this licence:

-



If the Company be more than one the liability of the Company

hereunder shall be joint and several.



-



Reference to an Act includes all amendments to that Act for the time

being in force and also any Act passed in substitution therefore or in

lieu thereof and to the regulations and by-laws of the time being in

force thereunder.



-



Reference to "the Agreement" means such agreement as from time to

time added to, varied or amended.

ENDORSEMENTS AND CONDITIONS



Endorsements

1.



This licence is granted in accordance with proposals submitted on

[ ], and approved by the Minister (as defined in the Agreement) on

[ ], under the Agreement.



2.



[Any further endorsement which the Minister for Mines may,

consistent with the provisions of the Agreement, determines and

thereafter impose in respect of this licence including during the term

of the Agreement.]



Conditions

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[Such conditions which the Minister for Mines may, consistent with the

provisions of the Agreement, determines and thereafter impose in respect of the

licence, including during the term of the Agreement.]

SCHEDULE

Description of land

Locality:

Mineral Field:

Area:

DATED at Perth this



day of



MINISTER FOR MINES

5.



.



."



Hamersley confirms that its guarantee in favour of the State as contained

in clause 43 of the Principal Agreement shall continue notwithstanding

the abovementioned variations to the Principal Agreement.



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EXECUTED as a deed.

SIGNED by THE HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



)

)

)

)

)



[C.S.]



[Signature]

STEPHEN WOOD



THE COMMON SEAL of

HAMERSLEY IRON-YANDI PTY.

LIMITED ACN 009 181 793 was

hereunto affixed by authority of the

Directors in the presence of:

[Signature]

Director



ALAN DAVIES



[Signature]

Secretary



HELEN FERNIHOUGH



THE COMMON SEAL of

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the

presence of:



)

)

)

)

)



[C.S.]



[Signature]

Director



ALAN DAVIES



[Signature]

Secretary



HELEN FERNIHOUGH



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First Variation Agreement



[Schedule 2 inserted: No. 61 of 2010 s. 25.]



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Schedule 3 — Second Variation Agreement

[s. 3]

[Heading inserted: No. 61 of 2011 s. 22.]

2011

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

HAMERSLEY IRON-YANDI PTY. LIMITED

ACN 009 181 793

AND

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276

________________________________________________________________

IRON ORE (YANDICOOGINA) AGREEMENT 1996

RATIFIED VARIATION AGREEMENT

________________________________________________________________



[Solicitor's details]



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Iron Ore (Yandicoogina) Agreement Act 1996

Schedule 3

Second Variation Agreement



THIS AGREEMENT is made this 7th day of November 2011



BETWEEN



THE HONOURABLE COLIN JAMES BARNETT MLA., Premier of the

State of Western Australia, acting for and on behalf of the said State and

instrumentalities thereof from time to time (State)

AND

HAMERSLEY IRON-YANDI PTY. LIMITED ACN 009 181 793 of Level

22, Central Park, 152-158 St Georges Terrace, Perth, Western Australia

(Company)

AND

HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22,

Central Park, 152-158 St Georges Terrace, Perth, Western Australia

(Hamersley).



RECITALS:

A.



The State, the Company and Hamersley are the parties to the

agreement dated 22 October 1996 ratified by and scheduled to the

Iron Ore (Yandicoogina) Agreement Act 1996 and which as

subsequently added to, varied or amended is referred to in this

Agreement as the "Principal Agreement".



B.



The State, the Company and Hamersley wish to vary the Principal

Agreement.



THE PARTIES AGREE AS FOLLOWS:

1.



Interpretation

Subject to the context, the words and expressions used in this

Agreement have the same meanings respectively as they have in and

for the purpose of the Principal Agreement.



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2.



Ratification and Operation

(1)



The State shall introduce and sponsor a Bill in the State Parliament of

Western Australia prior to 31 December 2011 or such later date as

may be agreed between the parties hereto to ratify this Agreement.

The State shall endeavour to secure the timely passage of such Bill as

an Act.



(2)



The provisions of this Agreement other than this clause and clause 1

will not come into operation until the day after the day on which the

Bill referred to in subclause (1) has been passed by the State

Parliament of Western Australia and commences to operate as an Act.



(3)



If by 30 June 2012 the said Bill has not commenced to operate as an

Act then, unless the parties hereto otherwise agree, this Agreement

will then cease and determine and no party hereto will have any claim

against any other party hereto with respect to any matter or thing

arising out of, done, performed, or omitted to be done or performed

under this Agreement.



(4)



On the day after the day on which the said Bill commences to operate

as an Act all the provisions of this Agreement will operate and take

effect despite any enactment or other law.



3.



Variation of Principal Agreement

The Principal Agreement is varied as follows:

(1)



in clause 1 by inserting in the appropriate alphabetical positions the

following new definitions:

"Eligible Existing Tenure" means:

(a)



(i)



a miscellaneous licence or general purpose lease

granted to the Company under the Mining Act; or



(ii)



a lease or easement granted to the Company under the

LAA,



and not clearly, to the satisfaction of the Minister, granted

under or pursuant to or held pursuant to this Agreement; or

(b)



page 136



an application by the Company for the grant to it of a

tenement referred to in paragraph (a)(i) (which application

has not clearly, to the satisfaction of the Minister, been made

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Second Variation Agreement



under or pursuant to this Agreement) and as the context

requires the tenement granted pursuant to such an application,

where that tenure was granted or that application was made (as the

case may be) on or before 1 October 2011;

"LAA" means the Land Administration Act 1997 (WA);

"Mount Bruce Agreement" means the agreement ratified by and

scheduled to the Iron Ore (Mount Bruce) Agreement Act 1972, as

from time to time added to, varied or amended;

"Mount Bruce Agreement Minister" means the Minister in the

Government of the State for the time being responsible for the Iron

Ore (Mount Bruce) Agreement Act 1972;

"Relevant Land", in relation to Eligible Existing Tenure or Special

Advance Tenure, means the land which is the subject of that Eligible

Existing Tenure or Special Advance Tenure, as the case may be;

"second variation date" means the date on which clause 3 of the

variation agreement made on or about 7 November 2011 between the

State, the Company and Hamersley comes into operation;

"Special Advance Tenure" means:

(a)



a miscellaneous licence or general purpose lease requested

under clause 21(2b) to be granted to the Company under the

Mining Act; or



(b)



an easement or a lease requested under clause 21(2b) to be

granted to the Company under the LAA,



and as the context requires such tenure if granted;

(2)



in clause 2(1) by inserting after "and the regulations for the time being

in force thereunder" in paragraph (f) "(and for the avoidance of doubt

this principle, subject to the context and without limitation to its

application to other Acts, may apply in respect of references to the

Land Act notwithstanding references in this Agreement to the LAA)";



(3)



by inserting after clause 9B the following new clauses:



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Iron Ore (Yandicoogina) Agreement Act 1996

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"Community development plan

9C.



(1)



(a)



assistance with skills development and

training opportunities to promote work

readiness and employment for persons

living in the Pilbara region of the said State;



(b)



regional development activities in the

Pilbara region of the said State, including

partnerships and sponsorships;



(c)



contribution to any community projects,

town services or facilities; and



(d)



a regionally based workforce.



(2)



The Company acknowledges the need for community

and social benefits flowing from this Agreement.



(3)



The Company agrees that:



(4)



page 138



In this clause, the term "community and social

benefits" includes:



(a)



it shall prepare a plan which describes the

Company's

proposed

strategies

for

achieving community and social benefits in

connection with its activities under this

Agreement; and



(b)



the Company shall, not later than 3 months

after the second variation date, submit to

the Minister the plan prepared under

paragraph (a) and confer with the Minister

in respect of the plan.



The Minister shall within 2 months after receipt of a

plan submitted under subclause (3)(b), either notify

the Company that the Minister approves the plan as

submitted or notify the Company of changes which

the Minister requires be made to the plan. If the

Company is unwilling to accept the changes which

the Minister requires it shall notify the Minister to

that effect and either party may refer to arbitration

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hereunder the question of the reasonableness of the

changes required by the Minister.



As at 15 Dec 2011



(5)



The effect of an award made on an arbitration

pursuant to subclause (4) shall be that the relevant

plan submitted by the Company pursuant to

subclause (3)(b) shall, with such changes required by

the Minister under subclause (4) as the arbitrator

determines to be reasonable (with or without

modification by the arbitrator), be deemed to be the

plan approved by the Minister under this clause.



(6)



At least 3 months before the anticipated submission

of proposals relating to a proposed development

pursuant to any of clauses 9, 10, 12C or 23, the

Company must, unless the Minister otherwise

requires, give to the Minister information about how

the proposed development may affect the plan

approved or deemed to be approved by the Minister

under this clause. This obligation operates in relation

to all proposals submitted on or after the date that is

4 months after the date when a plan is first approved

or deemed to be approved under this clause.



(7)



The Company shall at least annually report to the

Minister about the Company's implementation of the

plan approved or deemed to be approved by the

Minister under this clause.



(8)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

approved or deemed to be approved by the Minister

under this clause and may agree to amendment of the

plan or adoption of a new plan. Any such amended

plan or new plan will be deemed to be the plan

approved by the Minister under this clause in respect

of the development to which it relates.



(9)



During the currency of this Agreement, the Company

shall implement the plan approved or deemed to be

approved by the Minister under this clause.



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Second Variation Agreement



Local participation plan

9D.



page 140



(1)



In this clause, the term "local industry participation

benefits" means:

(a)



the use and training of labour available

within the said State;



(b)



the use of the services of engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and contractors available within

the said State; and



(c)



the procurement of works, materials, plant,

equipment and supplies from Western

Australian suppliers, manufacturers and

contractors.



(2)



The Company acknowledges the need for local

industry participation benefits flowing from this

Agreement.



(3)



The Company agrees that it shall, not later than

3 months after the second variation date, prepare and

provide to the Minister a plan which contains:

(a)



a clear statement on the strategies which the

Company will use, and require a third party

as referred to in subclause (7) to use, to

maximise the uses and procurement

referred to in subclause (1);



(b)



detailed information on the procurement

practices the Company will adopt, and

require a third party as referred to in

subclause (7) to adopt, in calling for tenders

and letting contracts for works, materials,

plant, equipment and supplies stages in

relation to a proposed development and

how such practices will provide fair and

reasonable opportunity for suitably

qualified Western Australian suppliers,

manufacturers and contractors to tender or



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quote for works, materials,

equipment and supplies;



plant,



(c)



detailed information on the methods the

Company will use, and require a third party

as referred to in subclause (7) to use, to

have their respective procurement officers

promptly introduced to Western Australian

suppliers, manufacturers and contractors

seeking such introduction; and



(d)



details of the communication strategies the

Company will use, and require a third party

as referred to in subclause (7) to use, to

alert Western Australian engineers,

surveyors, architects and other professional

consultants, experts, specialists, project

managers and consultants and Western

Australian suppliers, manufacturers and

contractors to services opportunities and

procurement opportunities respectively as

referred to in subclause (1).



It is acknowledged by the Company that the strategies

of the Company referred to in subclause (3)(a) will

include strategies of the Company in relation to

supply of services, labour, works, materials, plant,

equipment or supplies for the purposes of this

Agreement.



As at 15 Dec 2011



(4)



At the request of either of them made at any time and

from time to time, the Minister and the Company

shall confer as to any amendments desired to any plan

provided under this clause and may agree to the

amendment of the plan or the provision of a new plan

in substitution for the one previously provided.



(5)



At least 6 months before the anticipated submission

of proposals relating to a proposed development

pursuant to any of clauses 9, 10, 12C or 23, the

Company must, unless the Minister otherwise

requires, give to the Minister information about the



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implementation of the plan provided under this clause

in relation to the proposed development. This

obligation operates in relation to all proposals

submitted on or after the date that is 7 months after

the date when a plan is first provided under this

clause.



(4)



page 142



During the currency of this Agreement the Company

shall implement the plan provided under this clause.



(7)



The Company shall:

(a)



in every contract entered into with a third

party where the third party has an

obligation or right to procure the supply of

services, labour, works, materials, plant,

equipment or supplies for or in connection

with a proposed development, ensure that

the contract contains appropriate provisions

requiring the third party to undertake

procurement activities in accordance with

the plan provided under this clause; and



(b)



use reasonable endeavours to ensure that

the third party complies with those

provisions.";



in clause 12(2) by deleting subparagraph (ii) and substituting the

following subparagraph:

"(ii)



(5)



(6)



on fine ore and on pisolite fine ore sold or shipped separately

as such at the rate of:

(A)



5.625% of the f.o.b. value, for ore shipped prior to or

on 30 June 2012;



(B)



6.5% of the f.o.b. value, for ore shipped during the

period from 1 July 2012 to 30 June 2013 (inclusive of

both dates); and



(C)



7.5% of the f.o.b. value, for ore shipped on or after

1 July 2013;";



in clause 12C by:

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(a)



deleting in subclause (1) ""LAA"

Administration Act 1997 (WA);";



(b)



inserting after subclause (3)(c) the following new paragraph:

"(d)



means



the



Land



Without limiting subclause (9), the Minister may

waive the requirement under this clause for the

Company to obtain and to furnish the consent of a

title holder if the title holder has refused to give the

required consent and the Minister is satisfied that:

(i)



the title holder's affected land is or was

subject to a miscellaneous licence granted

under the Mining Act 1978 for the purpose

of a railway to be constructed and operated

in accordance with this Agreement; and



(ii)



in the Minister's opinion, the title holder's

refusal to give the required consent is not

reasonable in all the circumstances

including having regard to:

(A)



the rights of the Company in

relation to the affected land as the

holders of the miscellaneous

licence, relative to their rights as

the holders of the sought Special

Railway Licence or Lateral Access

Road Licence (as the case may be);

and



(B)



the terms of any agreement

between the Company and the title

holder.";



(c)



deleting in subclause (4)(a) the comma after "the provisions

of this Agreement" and substituting "and";



(d)



in subclause (7):

(i)



As at 15 Dec 2011



deleting all words in paragraph (c) after "at the date

of such inclusion"; and



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(ii)



inserting after paragraph (k) the following new

paragraph:

"(l)



(6)



The provisions of clause 20(2a) shall apply

mutatis mutandis to any Railway or Railway

spur line constructed pursuant to this clause."



in clause 20 by:

(a)



in subclause (2), deleting all words in the subclause after "and

other railways which now exist"; and



(b)



inserting after subclause (2) the following new subclause:

"Crossings over Railway

(2a)



For the purposes of livestock and infrastructure such

as roads, railways, conveyors, pipelines, transmission

lines and other utilities proposed to cross the land the

subject of the railway the Company shall:

(a)



if applicable, give its consent to, or

otherwise facilitate the grant by the State or

any agency, instrumentality or other

authority of the State of any lease, licence

or other title over land the subject of the

railway so long as such grant does not in

the Minister’s opinion unduly prejudice or

interfere with the activities of the Company

under this Agreement; and



(b)



on reasonable terms and conditions allow

access for the construction and operation of

such

crossings

and

associated

infrastructure,



provided that in forming his opinion under this

clause, the Minister must consult with the

Company.";

(7)



at the end of clause 21(1) by inserting the following new paragraph:

"Notwithstanding clause 12A(2)(b)(iv), detailed proposals may refer

to activities on tenure which is proposed to be granted pursuant to this

subclause (1) as if that tenure was granted pursuant to this Agreement



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(but this does not limit the powers or discretions of the Minister under

this Agreement or the Minister responsible for the administration of

any relevant Act with respect to the grant of the tenure).";

(8)



in the last paragraph of clause 21(2) by inserting "and subclauses (2a)

and (2b)" after "The provisions of this subclause";



(9)



in clause 21 by:

(a)



renumbering subclause (2a) as subclause (2d) and inserting

the following new subclauses before the renumbered

subclause (2d):

"Application for Eligible Existing Tenure to be held

pursuant to this Agreement

(2a)



As at 15 Dec 2011



(a)



The Minister may at the request of the

Company from time to time made during

the continuance of this Agreement approve

Eligible Existing Tenure becoming held

pursuant to this Agreement on such

conditions as the Minister sees fit

(including,

without

limitation

and

notwithstanding the Mining Act and the

LAA, as to the surrender of land, the

submission of detailed proposals and the

variation of the terms and conditions of the

Eligible Existing Tenure (including for the

Eligible Existing Tenure to be held

pursuant to this Agreement and for the

more efficient use of the Relevant Land))

and the Minister may from time to time

vary such conditions in order to extend any

specified time for the doing of any thing or

otherwise with the agreement of the

Company.



(b)



Eligible Existing Tenure the subject of an

approval by the Minister under this

subclause will be held by the Company

pursuant to this Agreement:



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page 146



(i)



if the Minister's approval was not

given subject to conditions, on and

from the date of the Minister's

notice of approval;



(ii)



unless paragraph (iii) applies, if the

Minister's approval was given

subject to conditions, on the date

on which all such conditions have

been satisfied; and



(iii)



if the Minister's approval was

given subject to a condition

requiring that the Company submit

detailed proposals in accordance

with this Agreement, on the later of

the date on which the Minister

approves proposals submitted in

discharge of that specified

condition and the date upon which

all other specified conditions have

been satisfied, but the Company is

authorised to implement any

approved proposal to the extent

such implementation is consistent

with the then terms and conditions

of the Eligible Existing Tenure

pending the satisfaction of any

conditions relating to the variation

of the terms or conditions of the

Eligible Existing Tenure. Where

this paragraph (iii) applies, prior to

any approval of proposals and

satisfaction of other conditions, the

relevant tenure will be treated for

(but only for) the purposes of

clause 12A(2)(b)(iv) as tenure held

pursuant to this Agreement.



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Application for Special Advance Tenure to be granted

pursuant to this Agreement

(2b)



The Minister may at the request of the Company

from time to time made during the continuance of

this Agreement approve Special Advance Tenure

being granted to the Company pursuant to this

Agreement if:

(a)



the Company proposes to submit detailed

proposals under this Agreement (other than

under clause 12C) to construct works

installations or facilities on the Relevant

Land and the Company's request is so far as

is practicable made, unless the Minister

approves otherwise, no less than 6 months

before the submission of those detailed

proposals; and



(b)



the Minister is satisfied that it is necessary

and appropriate that Special Advance

Tenure, rather than tenure granted under or

pursuant to the other provisions of this

Agreement, be used for the purposes of the

proposed works installations or facilities on

the Relevant Land,



and if the Minister does so approve:



As at 15 Dec 2011



(c)



notwithstanding the Mining Act or the

LAA, the appropriate authority or

instrumentality of the State shall obtain the

consent of the Minister to the form and

substance of the Special Advance Tenure

prior to its grant (which for the avoidance

of doubt neither the State nor the Minister

is obliged to cause) to the Company; and



(d)



if the Company does not submit detailed

proposals relating to construction of the

relevant works installations or facilities on

the Relevant Land within 24 months after

the date of the Minister's approval or such



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later time subsequently allowed by the

Minister, or if submitted the Minister does

not approve such detailed proposals, the

Special Advance Tenure (if then granted)

shall be surrendered at the request of the

Minister.

(2c)



(b)

(10)



The decisions of the Minister under

subclauses (2a) and (2b) shall not be referable to

arbitration and any approval of the Minister under

this clause shall not in any way limit, prejudice or

otherwise affect the exercise by the Minister of

the Minister's powers, or the performance of the

Minister's obligations, under this Agreement or

otherwise under the laws from time to time of the

said State.";



in the renumbered subclause (2d), deleting "subclause (1)"

and substituting "subclauses (1), (2a) and (2b)"; and



in clause 23 by:

(a)



in the first line of subclause (2), deleting "The" and

substituting "Subject to subclause (8) the"; and



(b)



inserting after subclause (7) the following new subclause:

"Capacity to defer obligations of the Company under

subclause (2) if "alternative project" is approved under

the Mount Bruce Agreement

(8)



page 148



(a)



Subject to paragraph (b), in the event that

the Mount Bruce Agreement Minister

approves in accordance with clause 41A(5)

of the Mount Bruce Agreement that the

carrying out of an alternative project (as

defined in clause 41A(6) of that agreement)

be accepted by the State in lieu of all of the

obligations of the Company (as defined in

that agreement) in respect of the

establishment of plant for the production of

steel pursuant to clause 41A of that

agreement, the Minister may agree



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(including prior to and conditional upon

such approval being given by the Mount

Bruce Agreement Minister) to postpone the

obligation of the Company to submit

detailed proposals as contemplated by

subclause (2) for a maximum period of

10 years from the third anniversary of the

m.a. date immediately following the date on

which the Mount Bruce Agreement

Minister so approves.



As at 15 Dec 2011



(b)



If any approved alternative project referred

to paragraph (a) is not implemented in

accordance with the Mount Bruce

Agreement Minister's approval and the

default is not remedied in accordance with

clause 21 of the Mount Bruce Agreement,

the

Company

shall

(subject

to

subclause (3)) submit detailed proposals in

accordance with subclause (2) within

12 months of the Mount Bruce Agreement

Minister notifying the Company (as defined

in the Mount Bruce Agreement) of its

failure to remedy the default.



(c)



For the purposes of this clause:

(i)



the date of expiry of any period of

postponement contemplated by

paragraph (a) of this subclause shall

be deemed to be the next third

anniversary of the m.a. date; and



(ii)



the date of expiry of the 12 month

period referred to in paragraph (b) of

this subclause shall be deemed to be

the next third anniversary of the m.a.

date.".



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Iron Ore (Yandicoogina) Agreement Act 1996

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EXECUTED as a deed.



SIGNED by the HONOURABLE

COLIN JAMES BARNETT in the

presence of:



[Signature]



)

)

)



[Signature]



Signature of witness



Stephen Bombardieri

Name of witness



THE COMMON SEAL of

HAMERSLEY IRON-YANDI PTY.

LIMITED ACN 009 181 793 was hereunto

affixed by authority of the Directors in

the presence of:



[Signature]



)

)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary



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Iron Ore (Yandicoogina) Agreement Act 1996

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THE COMMON SEAL of

HAMERSLEY IRON PTY. LIMITED

ACN 004 558 276 was hereunto affixed

by authority of the Directors in the presence of:



[Signature]



)

)

)

)



[C.S.]



Robert Paul Shannon



Director



[Signature]



Helen Fernihough



Secretary

[Schedule 3 inserted: No. 61 of 2011 s. 22.]



As at 15 Dec 2011



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Iron Ore (Yandicoogina) Agreement Act 1996



Notes

1



This is a compilation of the Iron Ore (Yandicoogina) Agreement Act 1996 and

includes the amendments made by the other written laws referred to in the

following table. The table also contains information about any reprint.



Compilation table

Short title



Number

and year



Assent



Commencement



Iron Ore (Yandicoogina)

Agreement Act 1996



65 of 1996



11 Nov 1996 11 Nov 1996 (see s. 2)



Reprint 1: The Iron Ore (Yandicoogina) Agreement Act 1996 as at 7 May 2004

Iron Ore Agreements

Legislation Amendment

Act (No. 2) 2010 Pt. 6



61 of 2010



10 Dec 2010 11 Dec 2010 (see s. 2(c))



Iron Ore Agreements

Legislation Amendment

Act 2011 Pt. 6



61 of 2011



14 Dec 2011 15 Dec 2011 (see s. 2(b))



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Iron Ore (Yandicoogina) Agreement Act 1996



Defined terms



Defined terms

[This is a list of terms defined and the provisions where they are defined.

The list is not part of the law.]



Defined term

Provision(s)

Agreement............................................................................................................. 3

the First Variation Agreement .............................................................................. 3

the Second Variation Agreement .......................................................................... 3



As at 15 Dec 2011



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