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Western Australia



Iron Ore (Robe River) Agreement Act 1964



As at 03 Jan 2014



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Western Australia



Iron Ore (Robe River) Agreement Act 1964

Contents

1.

2.

2A.

3.

3A.

3B.

3C.

3D.

3E.

4A.

4B.

4C.

4D.

4.



Short title

Terms used

Repeal of Act No. 79 of 1969, and Act and

variation agreement declared inoperative

Approval of Agreement

First variation agreement

Second variation agreement

Third variation agreement

Fourth variation agreement

Fifth variation agreement

Variation of Agreement to increase rates of royalty

Sixth variation agreement

State empowered under clause 9D(9)(a)

Seventh variation agreement

Declaration as to — entry on Crown lands



1

1

2

2

2

2

3

3

3

4

5

5

5

6



First Schedule — Iron Ore (Robe

River) Agreement

Second Schedule — First variation

agreement

Third Schedule — Second variation

agreement

Fourth Schedule — Third variation

agreement



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Iron Ore (Robe River) Agreement Act 1964



Contents



Fifth Schedule — Fourth variation

agreement

Sixth Schedule — Fifth variation

agreement

Seventh Schedule — Sixth variation

agreement

Eighth Schedule — Seventh variation

agreement

Notes

Compilation table



page ii



203



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Western Australia



Iron Ore (Robe River) Agreement Act 1964

An Act relating to an Agreement between the State of Western

Australia and Basic Materials Pty. Limited with respect to certain

iron ore deposits, and for other purposes.

1.



Short title

This Act may be cited as the Iron Ore (Robe River) Agreement

Act 1964 1.

[Section 1 amended: No. 87 of 1987 s. 4.]



2.



Terms used

In this Act, unless the contrary intention appears —

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

the First Schedule to this Act and, except in section 3, includes

that agreement as so altered from time to time in accordance

with its provisions or by any agreement between the parties

thereto approved by an Act;

Company has the same meaning as it has in the Agreement;

fifth variation agreement means the agreement a copy of which

is set forth in the Sixth Schedule to this Act;

first variation agreement means the agreement a copy of which

is set forth in the Second Schedule to this Act;

fourth variation agreement means the agreement a copy of

which is set forth in the Fifth Schedule to this Act;

second variation agreement means the agreement which is

executed under the authority of section 3B of this Act;



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Iron Ore (Robe River) Agreement Act 1964



s. 2A



seventh variation agreement means the agreement a copy of

which is set forth in the Eighth Schedule to this Act;

sixth variation agreement means the agreement a copy of

which is set forth in the Seventh Schedule to this Act;

third variation agreement means the agreement of which a

copy is set forth in the Fourth Schedule to this Act.

[Section 2 amended: No. 35 of 1970 s. 3; No. 68 of 1973 s. 3;

No. 37 of 1984 s. 2; No. 95 of 1985 s. 3; No. 87 of 1987 s. 5;

No. 61 of 2010 s. 8; No. 61 of 2011 s. 8.]

2A.



Repeal of Act No. 79 of 1969, and Act and variation

agreement declared inoperative



(1)



The Iron Ore (Cleveland-Cliffs) Agreement Act Amendment

Act 1969 1, is hereby repealed and shall be deemed never to

have come into operation.



(2)



The variation agreement set forth in that Act is hereby declared

never to have had any force or effect.

[Section 2A inserted: No. 35 of 1970 s. 2.]



3.



Approval of Agreement

The Agreement is approved.



3A.



First variation agreement

The first variation agreement is approved on and from

31 December 1970 or on and from the 60th day after the

commencement date referred to in clause 7(3) of the agreement,

whichever day is the earlier.

[Section 3A inserted: No. 35 of 1970 s. 4; amended: No. 68 of

1973 s. 4.]



3B.



Second variation agreement

The execution by the Premier of the State of Western Australia

acting for and on behalf of the State of an agreement in or

substantially in accordance with the form set out in the Third



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Iron Ore (Robe River) Agreement Act 1964



s. 3C



Schedule to this Act is authorised and when so executed is

approved.

[Section 3B inserted: No. 68 of 1973 s. 5.]

3C.



Third variation agreement



(1)



The third variation agreement is ratified.



(2)



The implementation of the third variation agreement is

authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the third variation agreement

shall operate and take effect notwithstanding any other Act or

law.

[Section 3C inserted: No. 37 of 1984 s. 3.]



3D.



Fourth variation agreement



(1)



The fourth variation agreement is approved and ratified.



(2)



The implementation of the fourth variation agreement is

authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the fourth variation

agreement shall operate and take effect notwithstanding any

other Act or law.

[Section 3D inserted: No. 95 of 1985 s. 4.]



3E.



Fifth variation agreement



(1)



The fifth variation agreement is approved and ratified.



(2)



The implementation of the fifth variation agreement is

authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the fifth variation agreement



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Iron Ore (Robe River) Agreement Act 1964



s. 4A



shall operate and take effect notwithstanding any other Act or

law.

[Section 3E inserted: No. 87 of 1987 s. 6.]

4A.



Variation of Agreement to increase rates of royalty



(1)



In this section —

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

the First Schedule —

(a) as varied from time to time in accordance with its

provisions; and

(b) as varied by these agreements —

(i) the first variation agreement;

(ii) the second variation agreement;

(iii) the third variation agreement;

(iv) the fourth variation agreement;

(v) the fifth variation agreement.



(2)



Clause 9(2)(j) of the Agreement is varied —

(a) in subparagraph (ii) by deleting “three and three quarter

per centum (3¾%)” and inserting —

5.625%



(b)



in subparagraph (iii) by deleting “aforesaid);” and

inserting —

aforesaid) until 30 June 2010 and thereafter at the

rate of 5.625% of the f.o.b. value (computed as

aforesaid);



(c)



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in subparagraph (iv) by deleting “one shilling and

sixpence (1/6d) per ton;” and inserting —



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Iron Ore (Robe River) Agreement Act 1964



s. 4B



5% of the f.o.b. value (computed as aforesaid);



(3)



Clause 9(2)(j)(ii), (iii) and (iv) of the Agreement as varied by

subsection (2) operate and take effect despite —

(a) any other provision of the Agreement; and

(b) any other agreement or instrument; and

(c) any other Act or law.



(4)



Nothing in this section affects the amount of royalty payable

under clause 9 of the Agreement in respect of any period before

the commencement of the Iron Ore Agreements Legislation

Amendment Act 2010 Part 10 1.

[Section 4A inserted: No. 34 of 2010 s. 23.]



4B.



Sixth variation agreement



(1)



The sixth variation agreement is ratified.



(2)



The implementation of the sixth variation agreement is

authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the sixth variation

agreement is to operate and take effect despite any other Act or

law.

[Section 4B inserted: No. 61 of 2010 s. 9.]



4C.



State empowered under clause 9D(9)(a)

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

Agreement.

[Section 4C inserted: No. 61 of 2010 s. 9.]



4D.

(1)



Seventh variation agreement

The seventh variation agreement is ratified.



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Iron Ore (Robe River) Agreement Act 1964



s. 4



(2)



The implementation of the seventh variation agreement is

authorised.



(3)



Without limiting or otherwise affecting the application of the

Government Agreements Act 1979, the seventh variation

agreement is to operate and take effect despite any other Act or

law.

[Section 4D inserted: No. 61 of 2011 s. 9.]



4.



Declaration as to — entry on Crown lands

It is hereby declared that —

(a) notwithstanding any other Act or law, the Company may

enter upon the Crown lands referred to in clause 2(c) of

the Agreement in accordance with and for the purposes

therein mentioned; and

(b) section 277(5) of the Mining Act 1904 2, does not apply

to any renewal of the rights of occupancy granted

pursuant to clause 2(a) of the Agreement; and

(c) section 96 of the Public Works Act 1902, does not apply

to any railway agreed to be constructed under the

Agreement; and

(d) the Governor may, on the recommendation of the

Company, make, alter and repeal by-laws, in accordance

with and for the purposes referred to in clause 9 of the

Agreement, and the by-laws —

(i) shall be published in the Gazette;

(ii) shall take effect and have the force of law from

the date they are so published or from a later date

fixed by the order making the by-laws;

(iii) may prescribe penalties not exceeding $100 for a

breach of any of the by-laws;

(iv) are not subject to section 36 of the Interpretation

Act 1918 3,



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Iron Ore (Robe River) Agreement Act 1964



s. 4



but shall be laid before each House of Parliament within the

6 sitting days of such House next following the publication of

the by-laws in the Gazette.

[Section 4 amended: No. 113 of 1965 s. 8(1).]

[5.



Deleted: No. 87 of 1987 s. 7.]



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Iron Ore (Robe River) Agreement Act 1964

First Schedule

Iron Ore (Robe River) Agreement



First Schedule — Iron Ore (Robe River) Agreement

[s. 2]

[Heading amended: No. 19 of 2010 s. 4.]

THIS AGREEMENT under seal made the eighteenth day of November,

One thousand nine hundred and sixty-four BETWEEN THE HONOURABLE

DAVID BRAND M.L.A. Premier and Treasurer of the State of Western

Australia acting for and on behalf of the said State and instrumentalities thereof

from time to time (hereinafter called “the State”) of the one part AND BASIC

MATERIALS PTY. LIMITED a company incorporated under Companies

Act 1961 of the State of Western Australia and having its registered office and

principal place of business at 25 William Street Perth in the State of Western

Australia (hereinafter called “the Company” which expression will include

the successors and assigns the Company including where the context so admits

the assignees and appointees of the company under clause 13 hereof) of the

other part.

and

WHEREAS:

(a) The Company is a wholly owned subsidiary of Cliffs International Inc.

a Delaware Corporation registered in Western Australia as a foreign corporation

under the provisions of the Companies Act 1961. Cliffs International Inc. is a

wholly owned subsidiary of The Cleveland-Cliffs Iron Company an Ohio

Corporation. The Company is the holder of the Mining Areas defined in

Clause 1 hereof.

(b) The parties hereto believe that the mining areas contain large deposits

of iron ore with an average iron content appreciably below 60% and with

physical characteristics which render such iron ore unsaleable as direct shipping

ore (as defined in clause 1 hereof) under the quality requirements of the world

steel industry.

(c) Attempts were made to improve and upgrade the said iron ore but test

work indicated that either such iron ore was not amenable to then known

concentrating techniques or the degree of beneficiation was very slight and

consequently uneconomic.

(d) Exhaustive research in Western Australia and in the United States of

America (culminating in full scale pilot plant tests) satisfied the Company

that iron ore pellets equal to or superior to pellets currently produced in the



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First Schedule

Iron Ore (Robe River) Agreement



United States of America could be produced from this iron ore by the

Pelletisation process.

(e) The pelletisation process is an advanced treatment process of iron ore

and requires considerable technical organisation and skill. As contrasted to

mining of direct shipping ore (as defined in clause 1) the process requires

extensive additional facilities and utilises a process with vastly increased

technical and consumable supply and electric power requirements. The

necessary pelletisation plant or plants crushing and fine grinding facilities

electric power generating plant petroleum handling and storage facilities

represent a very large investment which amounts to approximately one half of

the total investment including port railroad mining and other facilities needed

to commercially develop the iron ore deposits included in the mining areas to

the extent hereinafter mentioned.

(f)

Power requirements are expected to amount to 75,000,000 kilo watt

hours per annum for the initial plant and to increase to 225,000,000 kilo watt

hours when the proposed pellet plant capacity is expanded. Fuel oil used as

the fuel media for the thermal application portion of the process will amount

to approximately 10,000,000 gallons per annum initially and will increase to

30,000,000 gallons per annum when the proposed production capacity is

installed. Other consumable industrial supplies and materials such as iron,

steel, oil and lubricants will also be used in substantial quantities.

(g) Raymond International Inc. (consulting and construction Engineers) has

made a feasibility study of possible port sites and railroad facilities, plant sites,

townsites and necessary auxiliary facilities.

(h) The Company has informed the State that it is prepared to carry out the

works referred to in clause 9 hereof provided that:

(i) contracts satisfactory to the Company are concluded for the sale

of not less than 1,800,000 tons of iron ore pellets during the first

two years from the export date (as hereinafter defined in clause 1)

and not less than 3,000,000 tons in subsequent years;

(ii) arrangements, satisfactory to the Company, are made for financing

by any means the works referred to in clause 9 hereof; and

(iii) a grant is made to the Company of a licence or licences under

Commonwealth law for the export of iron ore pellets of not less

than 3,000,000 tons per annum.

(i)

The State acknowledges that prior to the 22nd day of October 1964 an

agreement was entered into between the Company and the State whereby

(subject to the provisions of this agreement relating to the submission of

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Iron Ore (Robe River) Agreement Act 1964

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Iron Ore (Robe River) Agreement



detailed proposals and matters referred to in clause 5(2) hereof) the State

had agreed to make the grants of lands referred to in clause 8(1)(b) of this

Agreement and that prior to such date the State had consented to the Company

making the improvements set out in clause 9 hereof on the land comprised in

any lease granted by the State to the Company pursuant to this Agreement.

NOW THIS AGREEMENT WITNESSETH: —

Interpretation 4

1.

In this Agreement subject to the context —

“associated company” means —

(a)



any company having a paid-up capital of not less than

one million pounds (£1,000,000) notified in writing by the

Company to the Minister which is incorporated in the United

Kingdom the United States of America or the

Commonwealth of Australia and which —

(i)



is a subsidiary of the parent Company within the

meaning of the term “subsidiary” in section 6 of

the Companies Act 1961;



(ii)



holds directly or indirectly not less than

twenty per cent (20%) of the issued ordinary

share capital of the Company;



(iii)



is promoted by the parent company or by any

company that holds directly or indirectly not less

than twenty per cent (20%) of the issued ordinary

share capital of the parent company for all or any

of the purposes of this Agreement and in which

the parent company or such other company holds

not less than twenty per cent (20%) of the issued

ordinary share capital; or

is related within the meaning of that term in the

aforesaid section to the parent company or to any

company in which the parent company holds not

less than twenty per cent (20%) of the issued

ordinary share capital, and



(iv)



(b)



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any company approved in writing by the Minister for the

purposes of this Agreement which is associated directly or



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Iron Ore (Robe River) Agreement Act 1964

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Iron Ore (Robe River) Agreement



indirectly with the parent company in its business or

operations hereunder;

“commencement date” means the date referred to as the commencement

date in clause 7(3) hereof;

“Commonwealth” means the Commonwealth of Australia and includes

the Government for the time being thereof;

“Company’s wharf” means the wharf to be constructed by the Company

pursuant to this Agreement for the shipment of iron ore from the

mineral lease and includes the commercial wharf to be constructed

by the Company for the reception of inward cargoes or (except for

the purposes of definition of “harbour”) other the temporary wharf

for the time being approved by the Minister as the Company’s

wharf for the purposes hereof during the period to which such

approval relates;

“deposits townsite” means the townsite to be established on or near the

mining areas pursuant to this Agreement;

“direct shipping ore” means iron ore which has an average pure iron

content of not less than sixty per cent (60%) which will not pass

through a one half (½) inch mesh screen and which is sold without

concentration or other beneficiation other than crushing and

screening;

“export date” means the earlier of the following dates namely —

(a)

(b)



the date or extended date if any referred to in clause 9(1) of

this Agreement;

the date when the Company first exports iron ore or iron ore

pellets hereunder (other than iron ore shipped solely for

testing purposes);



“financial year” means a year commencing on and including the

1st day of July;

“fine ore” means iron ore which has an average pure iron content of

not less than sixty per cent (60%) which will pass through a

one half (½) inch mesh screen and which is sold without

concentration or other benefaction other than crushing and

screening;

“fines” means iron ore (not being direct shipping ore or fine ore) which

will pass through a one half (½) inch mesh screen;



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Iron Ore (Robe River) Agreement Act 1964

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Iron Ore (Robe River) Agreement



“f.o.b. revenue” means the price for iron ore from the mineral lease the

subject of any shipment or sale and payable by the purchaser

thereof to the Company or an associated company 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 ore shall be placed

on ship at the Company’s wharf to the time the same is delivered

and accepted by the purchaser including —

(1)



ocean freight;



(2)



marine insurance;



(3)



port and handling charges at the port of discharge;



(4)



all costs properly incurred in delivering the 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 Company’s wharf; and

all import taxes by the country of the port of discharge;



(7)



“harbour” means the port or harbour at or near Cape Preston or such other

port or place mutually agreed on and serving the Company’s

wharf;

“iron ore pellet contracts” means the contract or contracts referred to in

clause 5(1) hereof;

“iron ore pellets” means iron ore in pellet or other form produced by

Pelletisation or more advanced reduction or other more advance

treatment process from iron bearing material mined from the

mining areas.

“Land Act” means the Land Act 1933;

“mineral lease” means the mineral lease referred to in clause 8(1)(a)

hereof and includes any renewal thereof;

“Mining Act” means the Mining Act 1904;

“mining areas” means the areas delineated and coloured red on the Plan

marked “A” initialled by or on behalf of the parties hereto for the

purposes of identification;

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

time being responsible (under whatsover title) for the

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Iron Ore (Robe River) Agreement



administration of the Ratifying Act and pending the passing of that

Act means the Minister for the time being designated in a notice

from the State to the Company and includes the successors in

office of the Minister;

“month” means calendar month;

“notice” means notice in writing;

“parent company” means and includes both Cliffs International Inc. and

The Cleveland-Cliffs Iron Company;

“person” or “persons” includes bodies corporate;

“plant site” means the area near the harbour at Cape Preston on which the

pellet plant or plants crushing and grinding facilities stockpiling

yards electric power generating plant petroleum storage and other

ancillary facilities there to (or such other site as shall be approved

by the State) shall be situated;

“port townsite” means the townsite to be established pursuant to this

Agreement near the harbour;

“Ratifying Act” means the Act to ratify this Agreement and referred to

in clause 3 hereof;

“said State” means the State of Western Australia;

“special lease” means a special lease or license to be granted in terms of

this Agreement under the Ratifying Act the Land Act or the Jetties

Act 1926 and includes any renewal thereof;

“this Agreement” “hereof” and “hereunder” include this Agreement as

from time to time added to varied or amended;

“ton” means a ton of two thousand two hundred and forty (2,240) lbs. net

dry weight;

“townsite” in relation to the townsite to be established near the harbour

means a townsite (whether or not constituted and defined under

section 10 of the Land Act) primarily to facilitate the Company’s

operations in and near the harbour and for employees of the

Company and in relation to the mining areas means such a townsite

or townsites or any other townsite or townsites which is or are

established by the Company for the purposes of its operations and

employees on or near the mining areas in lieu of a townsite

constituted and defined under section 10 of the Land Act;

“wharf” includes any jetty structure;



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Iron Ore (Robe River) Agreement Act 1964

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“year 1” means the year next following the export date and “year”

followed immediately by any other numeral has a corresponding

meaning;

reference in this Agreement to an Act shall include the amendments to

such 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;

power given under any clause of this Agreement other than clause 17

hereof to extend any period or date shall be without prejudice to

the power of the Minister under the said clause 17;

marginal notes shall not affect the interpretation or construction hereof 4;

the phases in which it is contemplated that this Agreement will operate

are as follows —

(a)



Phase 1 — the period from the execution hereof by the

parties hereto until the commencement date; and



(b)



Phase 2 — the period thereafter.



Obligations of the State during Phase 1 4

2.

The State shall —

(a) upon application by the Company at any time prior to the 31st day

of March, 1965 (and surrender of the then existing rights of

occupancy already granted in respect of any portions of the mining

areas) cause to be granted to the Company and to the Company

alone rights of occupancy for the purposes of this Agreement

(including the sole right to search and prospect for iron ore) over

the whole of the mining areas under section 276 of the Mining Act

at a rental at the rate of four pounds (4) per square mile per annum

payable quarterly in advance for the period expiring on the

31st December, 1965 and shall then and thereafter subject to the

continuance of this Agreement cause to be granted to the Company

as may be necessary successive renewals of such last-mentioned

rights of occupancy (each renewal for a period of

twelve (12) months at the same rental and on the same terms) the

last of which renewals notwithstanding its currency shall expire —

(i)

(ii)



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on the date of application for a mineral lease by the

Company under clause 8(1)(a) hereof;

at the expiration of one month from the commencement

date;

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(iii)



on the determination of this Agreement pursuant to its

terms; or



(iv)



on the day of the receipt by the State of a notice from

the Company to the effect that the Company abandons

and cancels this Agreement,



whichever shall first happen;

(b)



introduce and sponsor a Bill in the Parliament of Western Australia

to ratify this Agreement and endeavour to secure its passage prior

to the 30th day of November, 1964;



(c)



to the extent reasonably necessary for the purposes of clause 5

hereof allow the Company to enter upon Crown lands (including

land the subject of a pastoral lease) and survey possible sites for a

plant site and harbour wharf railway townsite (both in or near the

harbour and on or near the mining areas) and other areas required

for the purposes of this Agreement; and



(d)



take the administrative steps set out in Clause 5(5)(b) hereof.



Ratification and operation 4

3.

(1) Clauses 8 9 10 (other than paragraphs (d) and (1) of clause 10)

11-15 both inclusive and 17 of this Agreement shall not operate unless and until

the Bill to ratify this Agreement as referred to in clause 2(b) hereof is passed as

an Act before the thirtieth day of November, 1964 or such later date if any as

the parties hereto may mutually agree upon. If the Bill is not so passed before

that date or later date (as the case may be) this Agreement will then cease and

determine and neither of the parties hereto will have any claim against the other

of them with respect to any matter or thing arising out of done performed or

omitted to be done or performed under this Agreement except as hereinafter

provided in clause 10(d) hereof.

(2) If the Bill to ratify this Agreement is passed as an Act before the

date or later date if any referred to in subclause (1) of this clause the following

provisions of this clause shall notwithstanding the provisions of any Act or law

thereupon operate and take effect namely —

(a)



the provisions of subclauses (1) (2) (3) and (4) of clause 8 the

proviso to paragraph (a) of subclause (2) of clause 9 subclause (3)

of clause 9 paragraphs (a) (f) (g) (h) (i) (k) and (m) of clause 10

and clauses 14 16 17 and 20 shall take effect as though the same

had been brought into force and had been enacted by the

Ratifying Act;



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Iron Ore (Robe River) Agreement Act 1964

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Iron Ore (Robe River) Agreement



(b)



(c)



(d)



subject to paragraph (a) of this subclause the State and the Minister

respectively shall have all the powers discretions and authorities

necessary or requisite to enable them to carry out and perform the

powers discretions authorities and obligations conferred or

imposed upon them respectively hereunder;

no future Act of the said State will operate to increase the

Company’s liabilities or obligations hereunder with respect to rents

or royalties; and

the State may as for a public work under the Public Works

Act 1902, resume any land or any estate or interest in land required

for the purposes of this Agreement and may lease or otherwise

dispose of the same to the Company.



Initial obligations of Company 4

4.

The company will actively and conscientiously endeavour to conclude

the contracts and make the arrangements set out in Clause 5(1) hereof and

will from time to time and on request keep the State informed on these matters.

Company to give notice 4

5.

(1) At any time prior to the 31st December, 1965, the Company may

give notice to the Minister that:

(a) The Company has entered into or intends to enter into contracts

satisfactory to the Company for the sale by the Company of iron

ore pellets.

(b) The Company has made or is about make arrangements

satisfactory to the Company for financing by any means the works

referred to in clause 9 hereof and that the Company proposes to

proceed with the works set out in clause 9 hereof.

Company to submit proposals 4

(2) The Company may at any time and shall as soon as possible after

giving the notice referred to in Clause 5(1) hereof submit to the Minister:

(a)



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to the fullest extent reasonably practicable its detailed proposals

(including plans where practicable and specifications where

reasonably required by the Minister) with respect so far as relevant

to the mining from the mining areas (or so much thereof as shall be

comprised within the mineral lease) by the Company during the

three (3) years next following the commencement of such mining

with a view to the transport to the plant site of iron ore the

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pelletisation and shipment before or after pelletisation of the iron

ore mined and its outline proposals with respect to such mining

during the next following seven (7) years including the location

area lay-out design number 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 —

(i)



the harbour and harbour development including dredging

the depositing of spoil the provision of navigational aids

the Company’s wharf (the plans and specifications for

which wharf shall be submitted to and be subject to the

approval of the State) the berth and swinging basin for

the Company’s use and harbour installations facilities and

services all of which shall permit of adaptation so as to

enable the use of the harbour and wharf by vessels having

a draught of 42 feet;



(ii)



the railway between the mining areas and the Company’s

wharf and works ancillary to or connected with the

railway and its proposed operation including fencing (if

any) and crossing places;



(iii)



townsites on the mining areas and near the harbour and

development services and facilities in relation thereto;



(iv)

(v)



housing;

water supply;



(vi)



roads (including details of roads in respect of which it is

not intended that the provisions of clause 9(2)(b) shall

operate); and



(vii)



(b)



any other works services or facilities proposed or desired

by the Company other than those set out in

sub-paragraph (b) of this subclause; and

the location and respective production and storage capacities of the

pelletisation plant and facilities.



(3) (a) If, within one (1) month of the 31st December, 1965 the

Company gives notice to the Minister that it has been unable to make the

contracts and arrangements set out in clause 5(1) hereof the Minister will

grant such extension of time as the Company requests, up to the

31st December, 1969.



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(b) If an extension is granted under paragraph (a) of this subclause and

if within one (1) month of the 31st December, 1969 the Company demonstrates

to the reasonable satisfaction of the Minister that the Company has duly

complied with its other obligations and has genuinely and actively but

unsuccessfully endeavoured to make the contracts and arrangements set out in

clause 5(1) hereof and the Company reasonably requires an additional period up

to the 31st December, 1972 for the purpose of making such contracts and

arrangements and has reasonable prospects in that regard if granted an extension

the Minister will grant such extension as is warranted in the circumstances up to

the 31st December, 1972.

(c) If an extension is granted under paragraph (b) of this subclause

then prior to the date such extension expires the Company shall give notice to

the Minister whether or not it has concluded the contracts and arrangements set

out in clause 5(1) hereof. If the notice is to the effect that such matters have

been concluded the Company will within twelve (12) months after such notice

commence and within four (4) years after commencement complete the works

set out in clause 9 hereof and will be ready to commence production therefrom.

If the notice is to the effect that such matters have not been concluded

then the Minister may at any time after the expiration of the extension granted

under paragraph (b) of this subclause give notice to the Company requiring it

within twelve (12) months thereafter to conclude the iron ore pellet contracts

and arrangements for finance referred to in clause 5(1) hereof and to give notice

accordingly to the Minister. If the Company gives such notice the Company

will within twelve (12) months of the giving of the notice commence and within

four (4) years thereafter complete the construction referred to above. If the

company fails to give such notice and no other agreement is made between the

State and the Company in regard to the matter then at any time after the

expiration of twelve (12) months from the giving of the notice by the State

either party may by notice to the other terminate this agreement.

(4) If the Company fails within the time or extended time as the case

may be hereinbefore in this clause mentioned to give the notice referred to in

subclause (1) of this clause or to submit the proposals referred to in

subclause (2) of this clause or fails duly and punctually to carry out its proposals

as agreed or determined hereunder and to remedy the failure within reasonable

time after notice specifying the failure is given to the Company by the State

(or — if the alleged failure is contested by the Company and promptly

submitted to arbitration — within a reasonable time fixed by the arbitration

award where the question is decided against the Company the arbitrator finding

that there was a bona fide dispute and that the Company had not been dilatory in

pursuing the arbitration) then subject to the provisions of clause 16 hereof

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(relating to delays) the State may by notice to the Company given at any time

thereafter determine this Agreement whereupon the rights of the Company

hereunder and under any lease licence easement or right granted hereunder or

pursuant thereto shall cease and determine but without prejudice to any liability

on the part of the Company for any antecedent breach of or liability under any

of the provisions hereof.

Reservation of harbour site 4

(5) (a) At any time prior to the 31st December, 1965 the Company

may give notice to the State that it reasonably requires the reservation until the

31st December, 1966 of an area or areas of Crown Land and or land the subject

of a pastoral lease at or near Cape Preston for possible development by the

Company for the plant site the Company’s wharf and harbour and road and rail

access thereto from the mining areas.

(b) Until the 31st December, 1965 (or if such notice is given until the

31st December, 1966) the State (unless the Company otherwise agrees) shall

take all practicable administrative steps to prevent any development at Cape

Preston which would be likely to interfere with the development by the

Company of the plant site wharf harbour and road and rail access thereto under

the terms of this Agreement.

(c) If the Company should desire to establish the Company’s wharf

at Cape Preston it will consult with a company to be nominated by the State

(hereinafter called “the nominated company”) and will not without the consent

of the nominated company submit proposals in regard thereto without providing

and ensuring therein —

(i)



(ii)



(iii)



that a plant site suitable for a pelletising plant and ancillary

facilities capable of producing not less than four million

(4,000,000) tons of iron ore pellets for shipment from the

Company’s wharf remains available to the nominated company;

that suitable road and rail access from the nominated company’s

mining areas to its plant site and from the plant site to the

Company’s wharf remains available to the nominated company;

that the Company’s wharf and associated facilities will be so

constructed as to cater for the berthing of ships requiring at least

forty-two feet (42′) of water and so as to be adequate to handle

the outward shipment of an aggregate of at least ten million

(10,000,000) tons of iron ore and iron ore pellets per annum and

to make suitable provision for inward cargo



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and except with the consent of the Minister the Company in developing the

Cape Preston area will ensure that effect is given to the factors in this paragraph

mentioned.

(d) If no agreement is reached between the Company and the

nominated company and if at any time after the 31st December, 1966 the

Company has not submitted its own full and acceptable proposals to the State

including the requirements of paragraph (c) of this subclause and the nominated

company submits proposals to the Minister for the construction of a wharf and

associated facilities at Cape Preston then subject to the remaining paragraphs of

this subclause and provided this Agreement is still in force the Minister shall

require that such proposals provide and ensure —

(i)



that there remains available to the Company a plant site suitable for

a pelletising plant and ancillary facilities capable of producing not

less than four million (4,000,000) tons of iron ore pellets for

shipment from the wharf to be constructed by the nominated

company;



(ii)



that there remains available to the Company suitable road and rail

access from the Company’s mining areas to such plant site and

from the plant site to the wharf of the nominated company;



(iii)



that the wharf and associated facilities of the nominated company

will be so constructed as to cater for the berthing of ships requiring

at least forty-two feet (42′) of water and subject to paragraph (f) of

this subclause will be adequate to handle the outward shipment of

an aggregate of at least ten million (10,000,000) tons of iron ore

and iron ore pellets per annum and to make suitable provision for

inward cargo.

(e) The proposals of the nominated company (insofar as they relate to

the matters referred to in paragraph (d) of this subclause) shall before approval

by the Minister be submitted by him to the Company to enable it to make such

representations thereon as it sees fit either to the Minister or to the nominated

company as to requiring the nominated company to —

(i)

extend or enlarge the wharf so as to be adequate to handle a greater

capacity than ten million (10,000,000) tons per annum;

(ii)



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make provision for the facilities associated with the wharf in

excess of the facilities stated by the nominated company in its

proposals as desired for its purposes and for the wharf to be so

constructed and with such facilities as may be required to handle

additional inward cargoes for the Company;

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but subject to the Company making arrangements which are mutually

satisfactory with the nominated company for payment of the cost of such

additional work. In the event of the Company and the nominated company

being unable to agree on the basis for such payment the Minister shall

determine the method of payment and the necessary security. In the event of a

dispute as to the cost of such additional work the matter shall be referred to

arbitration. The Minister may require accordingly.

(f)

If either company demonstrates to the State that at Cape Preston it

would not be reasonably practicable for the proposals to include the matters or

all matters referred to in paragraphs (c) (d) and (e) (as the case may be) of this

subclause the Minister shall either waive compliance with the whole or part of

the matters or shall submit alternative proposals for an equitable sharing of the

harbour’s capacity by both companies. The nominated company may accept the

alternative proposals failing which the nominated company shall refer the

matter to arbitration in which event the Company may be joined as a party to

the arbitration.

(g) If prior to the 31st December, 1966 any company desires to submit

proposals to the Minister for the establishment of a wharf at Onslow the

Minister shall require it to first consult with the Company and that subject to

paragraph (j) of this subclause such company does not (without the consent of

the Company) submit proposals in regard thereto unless such proposals provide

and ensure for the matters set out in paragraph (h) of this subclause.

(h) If the Company should after the 31st December, 1966 desire to

establish the Company’s wharf at Onslow it will consult with the nominated

company and subject to paragraph (j) of this subclause will not without the

consent of the nominated company submit proposals in regard thereto if the

nominated company has previously submitted its own full and acceptable

proposals to the State pursuant to an agreement with the State relating to the

mining within the said State and shipment from Onslow of iron ore. If the

nominated company has not so submitted proposals and no agreement is

reached between the Company and the nominated company within

three (3) months from the commencement of consultations the Company may

submit proposals under clause 5(2) of this Agreement for the construction of a

wharf and harbour at Onslow but subject to the remaining subclauses the

Minister may require that any such proposals shall provide and ensure —

(i)



that a plant site suitable for a pelletising plant and ancillary

facilities capable of producing not less than

four million (4,000,000) tons of iron ore pellets per annum for

shipment from the wharf to be constructed by the Company



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remains available to the nominated company provided that this

does not unduly prejudice the selection of a site by the Company;

(ii)



that suitable road and rail access from the nominated company’s

mining areas to such plant site and from the plant site to the

Company’s wharf remains available to the nominated company

provided that this does not unduly prejudice the selection of road

and rail access by the Company;



(iii)



that the Company’s wharf and associated facilities will be so

constructed that they will cater for the berthing of ships of

forty thousand (40,000) tons and also make provision for inward

cargo required by the nominated company.



(i)

The Minister shall refer the Company’s proposals under

paragraph (h) before approval thereof to the nominated company to enable it to

make such representations thereon as it sees fit to the Minister as to requiring

the Company to —

(i)

extend or enlarge the wharf;

(ii)



make provision for facilities associated with the Company’s wharf

in excess of the facilities stated by the Company in its proposals as

desired by it for its purposes and for the wharf to be so constructed

and with such facilities as may be required to handle additional

inward cargoes for the nominated company;

but subject to the Company making arrangements which are mutually

satisfactory with the nominated company for payment for the cost of such

additional work. In the event of the Company and the nominated company

being unable to agree on the basis for such payment the Minister shall

determine the method of payment and the necessary security. In the event of a

dispute as to the cost of such additional work the matter shall be referred to

arbitration. The Minister may require accordingly.

(j)

If either company demonstrates to the State that at Onslow it would

not be reasonably practicable for the proposals to include all or any of the

matters referred to in paragraphs (h) and (i) of this subclause the Minister shall

either waive compliance with the whole or part of the matters or shall submit

alternative proposals for an equitable sharing of the harbour’s capacity by both

companies. The Company may accept the alternative proposals failing which

the Company shall refer the matter to arbitration in which event the nominated

company may be joined as a party to the arbitration.



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Consideration of other proposals under clause 5(2) 4

6.

(1) Within two (2) months after receipt of the detailed proposals of

the Company in regard to any of the matters mentioned in clause 5(2) hereof

the Minister shall give to the Company notice either of his approval of the

proposals or of alterations desired thereto and in the latter case shall afford to

the Company opportunity to consult with and to submit new proposals to the

Minister. The Minister may make such reasonable alterations to or impose such

reasonable conditions on the proposals or new proposals (as the case may be) as

he shall think fit having regard to the circumstances including the overall

development and use by others as well as the Company of the port and other

facilities but the Minister shall in any notice to the Company disclose his

reasons for any such alteration or condition. Within two (2) months of the

receipt of the notice the Company may elect by notice to the State to refer to

arbitration and within two (2) months thereafter shall refer to arbitration as

hereinafter provided any dispute as to the reasonableness of any such alteration

or condition. If by the award on arbitration the dispute is decided against the

Company then (subject to clause 5(3) hereof) unless the Company within

three (3) months after delivery of the award satisfies and obtains the approval

of the Minister as to the matter or matters the subject of the arbitration this

Agreement shall on the expiration of that period of three (3) months cease and

determine (save as provided in clause 10(d) hereof) but if the question is

decided in favour of the Company the decision will 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.

Extension of time 4

7.

(1) The arbitrator arbitrators or umpire (as the case may be) of any

submission to arbitration hereunder is hereby empowered upon application by

either party hereto to grant any interim extension of time or date referred to

herein which having regard to the circumstances may reasonably be required in

order to preserve the rights of either or both parties hereunder and an award in

favour of the Company may in the name of the Minister grant any further

extension of time for that purpose.

(2) Notwithstanding that under clause 6 hereof any detailed proposals

of the Company are approved by the State or the Minister or determined by

arbitration award unless each and every such proposal and matter is so approved

or determined by the 31st day of December, 1965 or by such extended date if

any as the Company shall be entitled to or shall be granted pursuant to the

provisions hereof then at any time after the said 31st day of December, 1965 or

if any extension or extensions should be granted under clause 5(3) hereof or any

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other provision of this Agreement then on or after the expiration of the last of

such extensions the Minister may give to the Company twelve (12) months

notice of intention to determine this Agreement and unless before the expiration

of the said twelve (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 10(d) hereof.

Commencement date 4

(3) Subject to the approval of the Minister or determination by

arbitration as herein provided of each hand every of the detailed proposals and

matters referred to in clause 5(2) hereof the date upon which the last of those

proposals of the Company shall have been so approved or determined or the

date upon which the Company gives notice to the Minister that it proposes to

proceed with the works set out in clause 9 hereof (whichever shall be the later)

shall be the commencement date for the purposes of this Agreement.

(4) If under any arbitration under clause 6 hereof the dispute is decided

against the Company and subsequently but before the commencement date this

Agreement ceases and determines the State will not for a period of

three (3) years after such determination enter into a contract with any other

party for the mining transport and shipment of iron ore from the mining areas on

terms more favourable on the whole to the other party than those which would

have applied to the Company hereunder if the question had been determined in

favour of the Company.

Terms “not more favourable” 4

(5) In deciding whether for the purposes of clause 7(4) or clause 12

hereof the terms granted by the State to some company or party are not more

favourable on the whole than those proposed by or available to the Company

regard shall be had inter alia to all the obligations which would have continued

to devolve on the Company had it proceeded with the works set out in clause 9

hereof including its obligations to mine transport by rail and ship iron ore

pellets and restrictions relating thereto to pay rent additional rental and royalty

and also to the need for the other company or party to pay on a fair and

reasonable basis for or for the use of property accruing to the State under

paragraph (e) of clause 10 hereof and made available by the State to that

company or party but also to any additional or equivalent obligations to the

State assumed by that company or party.



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Phase 2. Obligations of State Mineral Lease 4

8.

(1) As soon as conveniently may be after the commencement date the

state shall —

(a) after application is made by the Company for a mineral lease of

any part or parts (not exceeding in total area

three hundred (300) square miles and in the shape of a

parallelogram or parallelograms) of the mining areas in conformity

with the Company’s detailed proposals under clause 5(2) hereof as

finally approved or determined cause any necessary survey to be

made of the land so applied for (the cost of which survey to the

State will be recouped or repaid to the State by the Company on

demand after completion of the survey) and shall cause to be

granted to the Company a mineral lease thereof for iron ore in the

form of the Schedule hereto for a term which subject to the

payment of rents and royalties hereinafter mentioned and to the

performance and observance by the Company of its obligations

under the mineral lease and otherwise under this Agreement shall

be for a period of twenty-one (21) years commencing from the

commencement date with rights to successive renewals of

twenty-one (21) years upon the same terms and conditions but

subject to earlier determination upon the cessation or determination

of this Agreement PROVIDED HOWEVER that the Company

may from time to time (without abatement of any rent then paid or

payable in advance) surrender to the State all or any portion or

portions (of reasonable size and shape) of the mineral lease;

Under Company’s proposals 4

(b) in accordance with the Company’s proposals as finally approved or

determined under clause 6 hereof and as required the State to

accept obligations —

Lands 4

(i)

grant to the Company in fee simple or for such terms or

periods and on such terms and conditions (including renewal

rights) as subject to the proposals (as finally approved or

determined as aforesaid) shall be reasonable having regard to

the requirements of the Company hereunder and to the

overall development of the harbour and access to and use by

others of lands the subject of any grant to the Company and

of services and facilities provided by the Company —

for nominal consideration — townsite lots;

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at peppercorn rental — special leases of Crown lands

within the harbour area the townsites and the railway; and

at rentals as prescribed by law or are otherwise

reasonable —leases rights mining tenements easements

reserves and licenses in on or under Crown lands

under the Mining Act the Jetties Act 1926 or under the

provisions of the Land Act modified as in subclause (2) of

this clause provided (as the case may require) as the

Company reasonably requires for its works and operations

hereunder including the construction or provision of the

railway wharf roads airstrip water supplies and stone and

soil for construction purposes; and

Services and facilities 4

(ii) provide any services or facilities subject to the Company’s

bearing and paying the capital cost involved and reasonable

charges for maintenance and operation except operation

charges in respect of education hospital and police services

and except where and to the extent that the State otherwise

agrees —

subject to such terms and conditions as may be finally approved or

determined as aforesaid PROVIDED THAT from and after the

thirtieth anniversary of the export date the Company will in

addition to the rentals already referred to in this paragraph pay to

the State during the currency of this Agreement after such

anniversary as aforesaid a rental (which subject to its being payable

by the Company to the State may from time to time at the option of

the Company be payable in respect of such one or more of the

special leases or other leases granted to the Company under this

paragraph and remaining current as the Company may from time to

time designate in a notice to the Minister) equal to two shillings

and sixpence (2s. 6d.) per ton on all iron ore and iron ore

concentrates and iron ore pellets in respect of which royalty is

payable under clause 9(2)(j) hereof in any financial year such

additional rental to be paid within three (3) months after shipment

sale or use or in the case of iron ore concentrates production as the

case may be of the iron ore or iron ore concentrates or iron ore

pellets; and



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Other rights 4

(c) on application by the Company cause to be granted to it such

machinery and tailings leases (including leases for the dumping of

overburden) and such other leases licenses reserves and tenements

under the Mining Act or under the provisions of the Land Act

modified as in subclause (2) of this clause provided as the

Company may reasonably require and request for its purposes

under this Agreement on or near the mineral lease.

(2) For the purposes of subparagraph (i) of paragraph (b) and

paragraph (c) of subclause (1) of this clause the Land Act shall be deemed to be

modified by —

(a) the substitution for subsection (2) of section 45A of the following

subsection:

(2) Upon the Governor signifying approval pursuant to

subsection (1) of this section in respect of any such land the

same may subject to this section be sold or leased;

(b)



the deletion of the proviso to section 116;



(c)

(d)



the deletion of section 135;

the deletion of section 143;



(e)



the inclusion of a power to offer for sale or leasing land within or

in the vicinity of any townsite notwithstanding that the townsite

has not been constituted a townsite under section 10; and



(f)



the inclusion of a power to offer for sale or grant leases or licenses

for terms or periods and on such terms and conditions (including

renewal rights) and in forms consistent with the provisions of this

Agreement in lieu of for the terms or periods and upon the terms

and conditions and in the forms referred to in the Act and upon

application by the Company in forms consistent as aforesaid in lieu

of in the forms referred to in the Act.



(3) The provisions of subclause (2) of this clause shall not operate so

as to prejudice the rights of the State to determine any lease license or other

right or title in accordance with the other provisions of this Agreement.

(4)



The State further covenants with the Company that the State —



Non-interference with Company’s rights 4

(a)



shall not during the currency of this Agreement register any claim

or grant any lease or other mining tenement under the Mining Act

or otherwise by which any person other than the Company or an



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associated company will obtain under the laws relating to mining

or otherwise any rights to mine or take the natural substances

(other than petroleum as defined in the Petroleum Act 1936) within

the mineral lease unless the Minister reasonably determines that it

is not likely to unduly prejudice or to interfere with the operations

of the Company hereunder assuming the taking by the Company of

all reasonable steps to avoid the interference;

No resumption 4

(b)



subject to the performance by the Company of its obligations under

this Agreement shall not during the currency hereof 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 said 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 purposes of this

Agreement nor any of the lands the subject of any lease or license

granted to the Company in terms of this Agreement AND without

such consent (which shall not be unreasonably withheld) the State

will 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 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 operations hereunder;

Labour requirements 4

(c)



shall if so requested by the Company and so far as its powers and

administrative arrangements permit use reasonable endeavours to

assist the Company to obtain adequate and suitable labour for the

construction and the carrying out of the works and operations

referred to in this Agreement including suitable immigrants for that

purpose;



No discriminatory rates 4

(d) except as provided in this Agreement shall not impose nor permit

nor 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 operations of the Company in the

conduct of the Company’s business hereunder nor will the State

take or permit to be taken by any such State authority any other

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discriminatory action which would deprive the Company of full

enjoyment of the rights granted and intended to be granted under

this Agreement;

Rights to other minerals 4

(e)



shall where and to the extent reasonably practicable on application

by the Company from time to time grant or assist in obtaining the

grant to the Company of prospecting rights and mining leases with

respect to limestone dolomite and other minerals and substances

reasonably required by the Company for its purposes under this

Agreement; and



Consents to improvements on leases 4

(f)



shall as and when required by the Company (but without prejudice

to the foregoing provisions of this Agreement relating to the

detailed proposals and matters referred to in clause 5(2) hereof)

consent in writing where and to the extent that the Minister

considers to be reasonably justified to the Company’s making

improvements other than those required in clause 5(2) hereof for

the purposes of this Agreement on the land comprised in any lease

granted by the State to the Company pursuant to this Agreement

PROVIDED THAT the Company shall also obtain any other

consents legally required in relation to such improvements.

(5) The Company shall not have any tenant rights in improvements

made by the Company on the land comprised in any lease granted by the State

to the Company pursuant to this Agreement in any case where pursuant to

clause 10(e) hereof such improvements will remain or become the absolute

property of the State.

Phase 2. Obligations of the Company to construct 4

9.

(1) The Company shall within four (4) years next following the

commencement date (or within such extended at period not exceeding a further

two years as the Company may satisfy the Minister that the Company

reasonably requires and the Minister approves) and at a total cost of not less

than thirty-five million pounds (£35,000,000) construct install provide and do

all things necessary to enable it to mine from the mineral lease to transport by

rail to the plant site pelletise and transport to the Company’s wharf and to

commence shipment therefrom in commercial quantities at an annual rate of not

less than one million (1,000,000) tons of iron ore pellets and will within a

further period of five (5) years increase the capacity of such plant to a minimum

of 3,000,000 tons of iron ore pellets per annum and without lessening the

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generality of this provision the Company shall within the first mentioned period

or extended period as the case may be —

On mining areas and plant site 4

(a)



construct install and provide upon the mineral lease or plant site or

in the vicinity thereof mining plant and equipment crushing

screening stockpiling and car loading plant and facilities power

house workshop and other things of a design and capacity adequate

to enable the Company to meet and discharge its obligations

hereunder and under the iron ore pellet contracts and to mine

handle load and deal with not less than three thousand (3,000) tons

of iron ore per diem such capacity to be built up progressively to

not less than ten thousand (10,000) tons of iron ore per diem within

five (5) years next following the export date;

To commence exports 4

(b)



actually commence to mine transport by rail and ship from the

Company’s wharf iron ore pellets produced from iron ore from the

mineral lease so that the average annual rate during the first

two years shall not be less than one million (1,000,000) tons;



To construct railway 4

(c) subject to the State having assured to the Company all necessary

rights in or over Crown lands available for the purpose construct in

a proper and workmanlike manner and in accordance with

recognised standards of railways of a similar nature operating

under similar conditions and along a route approved or determined

under clause 6 hereof (but subject to the provisions of the Public

Works Act 1902 to the extent that they are applicable) a

four feet eight and one-half inches (4′ 8½″) gauge railway (with all

necessary signalling switch and other gear and all proper or usual

works) from the mining areas to the plant site and will provide for

crossing places and the running of such railway with sufficient and

adequate locomotives freight cars and other railway stock and

equipment to haul at least one million (1,000,000) tons of iron ore

per annum to the Company’s wharf or as required for the purposes

of this Agreement;

To make roads 4

(d)



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subject to the State having assured to the Company all necessary

rights in or over Crown lands or reserves available for the purpose

construct such new roads as the Company reasonably requires for

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its purposes hereunder of such widths with such materials gates

crossings and passovers for cattle and for sheep and along such

routes as the parties hereto shall mutually agree after discussion

with the respective shire councils through whose districts any such

roads may pass and subject to prior agreement with the appropriate

controlling authority (being a shire council or the Commissioner of

Main Roads) as to terms and conditions the Company may at its

own expense and risk except as otherwise so agreed upgrade or

realign any existing road;

To construct wharf 4

(e) construct the Company’s wharf in accordance with plans and

specifications for the construction thereof previously approved or

determined under clause 6 hereof on the site previously approved

or determined for the purpose; and

To carry out proposals 4

(f)



in accordance with the Company’s proposals as finally approved or

determined under clause 6 hereof and as require the Company to

accept obligations —

(i)



(ii)



dredge the berth at the Company’s wharf and the channel

and approaches thereto and any necessary swinging

basin;

lay out and develop the townsites and provide adequate

and suitable housing recreational and other facilities and

services;



(iii)



(2)

shall —



construct and provide roads housing school water and

power supplies and other amenities and services; and

(iv) construct and provide other works (if any) including an

airstrip.

Throughout the continuance of this Agreement the Company



Operation of railway 4

(a)



operate its railway in a safe and proper manner and where and to

the extent that it can do so without unduly prejudicing or

interfering with its operations hereunder allow crossing places for

roads stock and other railways and transport the passengers and

carry the freight of the State and of third parties on the railway

subject to and in accordance with by-laws (which shall include



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provision for reasonable charges) from time to time to be made

altered and repealed as provided in subclause (3) of this clause and

subject thereto or if no such by-laws are made or in force then

upon reasonable terms and at reasonable charges (having regard to

the cost of the railway to the Company) PROVIDED THAT in

relation to its use of the said railway the Company shall not be

deemed to be a common carrier at common law or otherwise;

Use of roads by others 4

(b)



except to the extent that the Company’s proposals as finally

approved or determined under clause 6 hereof otherwise provide

allow the public to use free of charge any roads constructed or

upgraded under this clause PROVIDED THAT such use shall not

unduly prejudice or interfere with the Company’s operations

hereunder;



Compliance with laws 4

(c)



in the construction operation maintenance and use of any work

installation plant machinery equipment service or facility provided

or controlled by the Company comply with and observe the

provisions hereof and subject thereto the laws for the time being in

force in the said State;



Maintenance 4

(d) at all times keep and maintain in good repair and working order

and condition and where necessary replace all such works

installations plant machinery and equipment and the railway wharf

roads (other than the public roads referred to in clause 10(b)

hereof) dredging and water and power supplies for the time being

the subject of this Agreement;

Shipment of and price for ore 4

(e)



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ship from the Company’s wharf all iron ore mined from the

mineral lease and sold and use its best endeavours to obtain

therefor the best price possible having regard to market conditions

from time to time prevailing PROVIDED THAT this paragraph

shall not apply to iron ore used for the production of iron ore

pellets or for the manufacture of iron or steel in any part of the said

State lying north of the twenty-sixth parallel of latitude;



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Use of wharf and facilities 4

(f)

subject to and in accordance with by-laws (which shall include

provision for reasonable charges) from time to time to be made and

altered as provided in subclause (3) of this clause and subject

thereto or if no such by-laws are made or in force then upon

reasonable terms and at reasonable charges (having regard to the

cost thereof to the Company) allow the State and third parties to

use the Company’s wharf and harbour installations wharf

machinery and equipment and wharf and harbour services and

facilities PROVIDED THAT such use shall not unduly prejudice

or interfere with the Company’s operations hereunder and that the

entire control and all personnel for or in respect of such use shall

be provided by or with the approval of the Company;

Access through mining areas 4

(g) allow the State and third parties to have access (with or without

stock vehicles and rolling stock) over the mineral lease (by

separate route road or railway) PROVIDED THAT such access

over shall not unduly prejudice or interfere with the Company’s

operations hereunder;

Protection for inhabitants 4

(h)



subject to and in accordance with by-laws (which shall include

provision for reasonable charges) from time to time to be made and

altered as provided in subclause (3) of this clause and subject

thereto or if no such by-laws are made or in force then upon

reasonable terms and at reasonable charges (having regard to the

cost thereof to the Company) allow the inhabitants for the time

being of the port townsite being employees licensees or agents of

the Company or persons engaged in providing a legitimate and

normal service to or for the Company or their employees licensees

or agents to make use of the water power recreational health and

other services or facilities provided or controlled by the Company;

Use of local labour and materials 4

(i)



so far as reasonably and economically practicable use labour

materials plant equipment and supplies available within the said

State where it is not prejudicial to the interests of the Company so

to do;



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Royalties 4

(j)

pay to the State royalty on all iron ore (or on iron ore pellets

produced from iron ore) from the mineral lease shipped or sold

(other than ore shipped solely for testing purposes) or (in the

circumstances mentioned in subparagraph (iv) of this paragraph)

on iron ore concentrates produced from iron ore from the mineral

lease or on other iron ore from the mineral lease used as mentioned

in subparagraph (iv) of this paragraph as follows —

(i)



on direct shipping ore (not being locally used ore) at the

rate of seven and one half percentum (7½%) of the

f.o.b. revenue (computed at the rate of exchange

prevailing on date of receipt by the Company of the

purchase price in respect of ore shipped or sold

hereunder) PROVIDED NEVERTHELESS that such

royalty shall not be less than six shillings (6/-d) per ton

(subject to subparagraph (viii) of this paragraph) in

respect of ore the subject of any shipment or sale;



(ii)



on fine ore (not being locally used ore) at the rate of three

and three quarter percentum (3¾%) of the f.o.b. revenue

(computed as aforesaid) PROVIDED NEVERTHELESS

that such royalty shall not be less than

three shillings (3/-d) per ton (subject to subparagraph (ix)

of this paragraph) in respect of ore the subject of any

shipment or sale;



(iii)



on fines (not being locally used ore) at the rate of

one shilling and sixpence (l/6d) per ton;

on iron ore concentrates produced from locally used ore

and on other locally used ore at the rate of one shilling

and sixpence (1/6d) per ton;



(iv)



(v)



on iron ore pellets produced in Western Australia north of

the 26th parallel of latitude from iron ore with a

combined average iron content of less than 60% at the

rate of:

(a)



page 34



one shilling (1/-d) per ton for all iron ore pellets

shipped or sold during year one to year fifteen

(both inclusive);



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(b)



(c)



one shilling and threepence (1/3d) per ton for all

iron ore pellets shipped or sold during

year sixteen to year twenty-five (both inclusive);

one shilling and sixpence (1/6d) per ton for all iron

ore pellets shipped or sold after year twenty-five;



(vi)



on iron ore pellets produced in Western Australia north of

the 26th parallel of latitude from iron ore with a

combined average iron ore content of 60% or over at the

rate of one shilling and sixpence (1/6d) per ton;



(vii)



on all other iron ore (not being locally used ore) at the

rate of seven and one half per centum (7½%) of the

f.o.b. revenue (computed as aforesaid) without any

minimum royalty;

(for averaging purposes) if the amount ascertained by

multiplying the total tonnage of direct shipping ore

shipped or sold (and liable to royalty under

subparagraph (i) of this paragraph) in any financial year

by six shillings (6/-d) is less than the total royalty which

would be payable in respect of that ore but for the

operation of the proviso to that subparagraph then that

proviso shall not apply in respect of direct shipping ore

shipped or sold in that year and at the expiration of that

year any necessary adjustments shall be made

accordingly;

(for averaging purposes) if the amount ascertained by

multiplying the total tonnage of fine ore shipped or sold

(and liable to royalty under subparagraph (ii) of this

paragraph) in any financial year by three shillings (3/-d)

is less than the total royalty which would be payable in

respect of that ore but for the operation of the proviso to

that subparagraph then that proviso shall not apply in

respect of fine ore shipped or sold in that year and at the

expiration of that year any necessary adjustments shall be

made accordingly; and



(viii)



(ix)



(x)



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the royalty at the rate of one shilling and sixpence (1/6d.)

per ton referred to in subparagraphs (iii) (iv) and (vi) of

this paragraph shall be adjusted up or down (as the case

may be) as at the first day of January, 1969 and as at the

beginning of every fifth year thereafter proportionately to

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the variation of the average of the prices payable for

foundry pig iron f.o.b. Adelaide during the last full

calendar year preceding the date at which the adjustment

is to be made as compared with the average of those

prices during the calendar year 1963.

(xi)

the respective royalties referred to in subparagraph (v) of

this paragraph shall be adjusted up or down (as the case

may be) as at the first day of January 1970 and as at the

beginning of every fifth year thereafter proportionately to

the variation of the average of the prices payable for

foundry pig iron f.o.b. Adelaide during the last full

calendar year preceding the date at which the adjustment

is to be made as compared with the average of those

prices during the calendar year 1968.

For the purposes of this paragraph “locally used ore” means iron

ore (other than iron ore from which iron ore pellets are produced

which are subject to royalty under subparagraph (v) or (vi) of this

paragraph) used by the Company or an associated company both

within the Commonwealth and within the limits referred to in

paragraph (o) of this clause for the production of iron ore pellets or

in an integrated iron and steel industry and includes iron ore used

by any other person or company north of the twenty-sixth parallel

of latitude in the said State for the production of iron ore pellets or

in an integrated iron and steel industry;

Payment of royalties 4

(k) 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 commercial shipment of iron

ore or iron ore pellets from the Company’s wharf furnish to the

Minister a return showing the quantity of all iron ore or iron ore

pellets or iron ore concentrates the subject of royalty hereunder and

shipped sold used or produced (as the case may be) during the

quarter immediately preceding the due date of the return and shall

not later than two (2) months after such due date pay to the

Minister the royalty payable in respect of iron ore pellets shipped

or sold or iron ore concentrates produced or iron ore used and in

respect of all iron ore shipped or sold 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)

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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 and shall from time

to time in the next following appropriate return and payment make

(by the return and by cash) all such necessary adjustments (and

give to the Minister full details thereof) when the f.o.b. revenue

realised in respect of the shipments shall have been ascertained;

Rent for mineral lease 4

(l)



by way of rent for the mineral lease pay to the State annually in

advance a sum equal to three shillings and sixpence (3/6d) per acre

of the area for the time being the subject of the mineral lease

commencing on and accruing from the commencement date

PROVIDED THAT after the Company commences production in

commercial quantities within the said State of iron ore pellets if

and during the period that the total area for the time being

comprised within the mineral lease —

(i)

(ii)



(iii)



is not more than one hundred (100) square miles the

annual rent shall be two shillings (2/-d) per acre;

is over one hundred (100) square miles but not more than

one hundred and fifty (150) square miles the annual rent

shall be two shillings and sixpence (2/6d) per acre; and

is over one hundred and fifty (150) square miles but not

more than two hundred (200) square miles the annual rent

shall be three shillings (3/-d) per acre;



Other rentals 4

(m) pay to the State the rental referred to in the proviso to clause 8(1)

(b) hereof if and when such rental shall become payable;

Inspection 4

(n)



permit the Minister or his nominee to inspect at all reasonable

times the books of account and records of the Company relative to

any shipment or sale of iron ore or iron ore pellets hereunder and to

take copies or extracts therefrom and for the purpose of

determining the f.o.b. Revenue payable in respect of any shipment

of iron ore or iron ore pellets hereunder the Company will take

reasonable steps 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



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representation made by the Minister or his nominee as to any

particular weight or assay of iron ore which may affect the amount

of royalty payable hereunder; and

Export to places outside the Commonwealth 4

(o)



ensure that without the prior written approval of the Minister all

iron ore shipped pursuant to this Agreement will be off-loaded at a

place outside the Commonwealth and if it fails so to ensure the

Company will subject to the provisions of this paragraph be in

default hereunder. Where any such shipment is off-loaded within

the Commonwealth without such prior written approval the

Company shall forthwith on becoming aware thereof give to the

State notice of the fact and pay to the State in respect of the iron

ore the subject of the shipment such further and additional rental

calculated at a rate not exceeding ten shillings (10/-d) per ton of the

iron ore as the Minister shall demand without prejudice however to

any other rights and remedies of the State hereunder arising from

the breach by the Company of the provisions hereof. If ore is

shipped in a vessel not owned by the Company or an associated

company or any other company in which the Company has a

controlling interest and such ore is off-loaded in the

Commonwealth the Company will not be or be deemed to be in

default hereunder if it takes appropriate action to prevent a

recurrence of such an off-loading PROVIDED FURTHER that the

foregoing provisions of this paragraph shall not apply in any case

(including any unforeseeable diversion of the vessel for necessary

repairs or arising from force majeure or otherwise) where the

Company could not reasonably have been expected to take steps to

prevent that particular off-loading PROVIDED ALSO that the

provisions of this paragraph shall not apply to iron ore pellets or

iron and steel or steel manufacture by the Company or an

associated company within the said State.



By-laws 4

(3) The Governor in Executive Council may upon recommendation by

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

Company to fulfil its obligations under paragraphs (a) (b) and (f) of

subclause (2) of this clause and (unless and until the port townsite is declared a

townsite pursuant to section 10 of the Land Act) under paragraph (h) of

subclause (2) of this clause and under clause 10(a) hereof upon terms and

subject to conditions (including terms and conditions as to user charging and

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limitation of the liability of the Company) as set out in such by-laws consistent

with the provisions hereof. Should the State 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 State 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.

Mutual covenants 4

10. The parties hereto covenant and agree with each other as follows: —

Water and power supplies 4

(a) that subject to and in accordance with proposals approved or

determined under clause 6 hereof the Company for its purposes

hereunder and for domestic and other purposes in relation to a

townsite may to the extent determined by the Minister but

notwithstanding any Act bore for water construct catchment areas

store (by dams or otherwise) take and charge for water from any

Crown lands available for the purpose and generate transmit supply

and charge for electrical energy and the Company shall have all

such powers and authorities with respect to water and electrical

energy as are determined by the Minister for the purposes hereof

which may include the powers of a water board under the Water

Board Act 1904 and of a supply authority under the Electricity

Act 1945. The State acknowledges that large quantities of potable

water up to four million (4,000,000) gallons a day will be required

by the Company for its operations under this Agreement. The

Company proposes to sink bores in the Fortescue area of the said

State for the purposes of ascertaining and testing the availability of

supplies. The Company will on request by the State from time to

time give to the State particulars of the number depth and kind of

bores sunk by it the precise situation of each and the quantities and

quality of water obtained therefrom and will notify the State when

supplies sufficient for the Company’s purposes aforesaid have been

proved. After such notice has been given the State will not itself

and will not authorise any other to sink any new bore in any

position which in the opinion of the State may injuriously affect

the supply of water from the bore or bores sunk and required by the

Company without making available to the Company adequate

alternative supplies. The Company however shall not bore for or

store water in any position which in the opinion of the State may

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injuriously affect any existing water supply of the lessee or

occupier of any land;

Use of public roads 4

(b)



that the Company may use any public roads which may from time

to time exist in the area of its operations hereunder for the purpose

of transportation of goods and materials in connection with such

operations PROVIDED NEVERTHELESS that the Company shall

on demand pay to the State or the shire council concerned the cost

of making good any damage to such roads occasioned by —

(i)



such user by the Company prior to the export date; and



(ii)



user by the Company for the transportation of iron ore

won from the mineral lease;

Upgrading of existing roads 4

(c)



that the State will at the request and cost of the Company (except

where and to the extent that the Commissioner of Main Roads

agrees to bear the whole or part of the cost involved) widen

upgrade or realign any public road over which the State has control

subject to the prior approval of the said Commissioner to the

proposed work;



Effect on determination of Agreement 4

(d)



page 40



that on the cessation or determination of this Agreement —

(i)

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 mineral lease and any

other lease license easement or right granted hereunder or

pursuant hereto shall thereupon cease and determine but

without prejudice to the liability of either of the parties

hereto in respect of any antecedent breach or default

under this Agreement or in respect of any indemnity

given hereunder AND the Company will without further

consideration but otherwise at the request and cost of the

State transfer or surrender to the State or the Crown all

land the subject of any Crown Grant issued under the

Land Act pursuant to this Agreement;



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(ii)



(iii)



the Company shall forthwith pay to the State all moneys

which may then have become payable or accrued due;

and

save as aforesaid and as provided in clause 7(4) hereof

and in the next following paragraph neither of the parties

hereto shall have any claim against another of them with

respect to any matter or thing in or arising out of this

Agreement;



Effect of determination of lease 4

(e) that on the cessation or determination of any lease license or

easement granted hereunder by the State to the Company or

(except as otherwise agreed by the Minister) to an associated

company or other assignee of the Company under clause 13 hereof

of land for the plant site or the Company’s wharf for any

installation within the harbour for the Company’s railway or for

housing at the port or port townsite the improvements and things

erected on the relevant land and provided for in connection

therewith other than plant and equipment shall remain or become

the absolute property of the State without compensation and freed

and discharged from all mortgages and encumbrances and the

Company will do and execute such documents and things

(including surrenders) as the State may reasonably require to give

effect to this provision. In the event of the Company immediately

prior to such expiration or determination or subsequent thereto

deciding to remove its locomotives rolling stock plant and

equipment or any of them from any land it shall not do so without

first notifying the State in writing of its decision and thereby

granting to the State the right or option exercisable within

three months thereafter to purchase at valuation in situ the said

plant and equipment or any of them. Such valuation shall be

mutually agreed or in default of agreement shall be made by such

competent valuer as the parties may appoint or failing agreement as

to such appointment then by two competent valuers one to be

appointed by each party or by an umpire appointed by such valuers

should they fail to agree;

No charge for the handling of cargoes 4

(f)



that subject to the Company at its own expense providing all works

buildings dredging and things of a capital nature reasonably

required for its operations hereunder at or in the vicinity of the



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harbour no charge or levy shall be made by the State or by any

State authority in relation to the loading of outward or the

unloading of inward cargoes from the Company’s wharf whether

such cargoes shall be the property of the Company or of any other

person or corporation but the State accepts no obligation to

undertake such loading or unloading and may make the usual

charges from time to time prevailing in respect of services rendered

by the State or by any State agency or instrumentality or other local

or other authority of the State and may charge vessels using the

Company’s wharf ordinary light conservancy and tonnage dues;

Zoning 4

(g)



that the mineral lease and the lands the subject of any Crown Grant

lease license or easement 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

operations of the Company hereunder may be undertaken and

carried out thereon without any interference or interruption by the

State by any State agency or instrumentality or by any local or

other authority of the State on the ground that such operations are

contrary to any zoning by-law or regulation;



Rentals and evictions 4

(h)



that any State legislation for the time being in force in the said

State relating to the fixation of rentals shall not apply to any houses

belonging to the Company in any townsite and that in relation to

each such house the Company shall have the right to include as a

condition of its letting thereof that the Company may take

proceedings for eviction of the occupant if the latter shall fail to

abide by and observe the terms and conditions of occupancy or if

the occupant shall cease to be employed by the Company;

Labour conditions 4

(i)



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 labour conditions imposed by or

under the Mining Act in regard to the mineral lease;

Subcontracting 4

(j)



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that without affecting the liabilities of the parties under this

Agreement either party shall have the right from time to time to



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entrust to third parties the carrying out of any portions of the

operations which it is authorised or obliged to carry out hereunder;

Rating 4

(k)



that notwithstanding the provisions of any Act or anything done or

purported to be done under any Act the valuation of all lands

(whether of a freehold or leasehold nature) the subject of this

Agreement (except as to any part upon which a permanent

residence shall be erected or which is occupied in connection

therewith) shall for rating purposes be deemed to be on the

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

discriminatory rate;



Determination of Agreement 4

(l)



that in any of the following events namely if the Company shall

make default in the due performance or observance of any of the

covenants or obligations to the State herein or in any lease sublease

license or other title or document granted or assigned under this

Agreement on its part to be performed or observed and shall fail to

remedy that default within reasonable time after notice specifying

the default is given to it by the State (or if the alleged default is

contested by the Company and promptly submitted to arbitration

within a reasonable time fixed by the arbitration award where the

question is decided against the Company the arbitrator finding that

there was a bona fide dispute and that the Company had not been

dilatory in pursuing the arbitration) or if the Company shall

abandon or repudiate its operations under this Agreement or shall

go into liquidation (other than a voluntary liquidation for the

purpose of reconstruction) then and in any of such events the State

may by notice to the Company determine this Agreement and the

rights of the Company hereunder and under any lease license

easement or right granted hereunder or pursuant hereto or if the

Company shall surrender the entire mineral lease as permitted

under clause 8.(1)(a) this Agreement and the rights of the

Company hereunder and under any lease license easement or right

granted hereunder or pursuant hereto shall thereupon determine;

PROVIDED HOWEVER that if the Company shall fail to remedy

any default after such notice 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



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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 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; and

(m)



that —

(i)



for the purposes of determining whether and the extent to

which —

(A)



the Company is liable to any person or body

corporate (other than the State); or



(B)



an action is maintainable by any such person or

body corporate



in respect of the death or injury of any person or damage

to any property arising out of the use of any of the roads

for the maintenance of which the Company is responsible

hereunder and for no other purpose the Company shall be

deemed to be a municipality and the said roads shall be

deemed to be streets under the care control and

management of the Company; and

(ii)



for the purposes of this paragraph the terms

“municipality” “street” and “care control and

management” shall have the meanings which they

respectively have in the Local Government Act 1960.



Alteration of works 4

11.

If at any time the State finds it necessary to request the Company to

alter the situation of any of the installations or other works (other than those

on the plant site and other than the Company’s wharf) erected constructed or

provided hereunder and gives to the Company notice of the request the

Company shall within a reasonable time after its receipt of the notice but at

the expense in all things (including increased operating costs and loss of profits

if any) of the State (unless the alteration is rendered necessary by reason of a

breach by the Company of any of its obligations hereunder) alter the situation

thereof accordingly.

Indemnity 4

12.

The Company will indemnify and keep indemnified the State and its

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

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or costs of third parties 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 wharf railway or other works or services the subject

of this Agreement or the plant apparatus or equipment installed in connection

therewith.

Assignment 4

13. (1) Subject to the provisions of this clause the Company may at any

time —

(a) assign mortgage charge sublet or dispose of to an associated

company as of right and to any other company or person with the

consent in writing of the Minister the whole or any part of the

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

holder of any lease license easement grant or other title) and of the

obligations of the Company hereunder; and

(b)



appoint as of right an associated company or with the consent in

writing of the Minister any other company or person to exercise all

or any of the powers functions and authorities which are or may be

conferred on the Company hereunder —

subject however to the assignee or (as the case may be) the appointee executing

in favour of the State 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 so assigned or (as the case may be) the subject of the

appointment.

(2) Notwithstanding anything contained in or anything done under or

pursuant to subclause (1) of this clause 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 herein and in any lease license easement grant or other title the

subject of an assignment under the said subclause (1).

Variation 4

14. (1) The parties hereto may from time to time by mutual agreement in

writing add to cancel or vary all or any of the provisions of this Agreement or of

any lease license easement or right granted hereunder or pursuant hereto for the

purpose of implementing or facilitating the carrying out of such provisions or

for the purpose of facilitating the carrying out of some separate part or parts of

the Company’s operations hereunder by an associated company as a separate



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and distinct operation or for the establishment or development of any industry

making use of the minerals within the mineral lease or such of the Company’s

works installations services or facilities the subject of this Agreement as shall

have been provided by the Company in the course of work done hereunder.

(2) Notwithstanding the provisions of subclause (1) of this clause the

Minister may with the consent of the Company from time to time add to cancel

or vary any right or obligation relating to the works set out in Clause 9 hereof to

the extent that the addition cancellation or variation implements or facilitates

the method of achieving any of the purposes of the export of iron ore (or iron

ore pellets produced from iron ore) from the mining areas.

(3) Notwithstanding the foregoing provisions of this clause the

Minister may from time to time approve variations or require reasonable

variations in the detailed proposals relating to any railway or harbour site and/or

port facilities or dredging programme or townsite or town planning or any other

facilities or services or other plans specifications or proposals which may have

been approved pursuant to this Agreement and in considering such variations

shall have regard to any changes consequent upon proposals for joint user or

joint construction or both of any such works facilities or services and other

relevant factors arising after the date hereof.

(4) The Company shall be entitled at any time and from time to time

with the prior approval in writing of the Minister to enter into an agreement

with any third party for the joint construction maintenance and user or for the

joint user only of any work constructed or agreed to be constructed by the

Company pursuant to the terms of this Agreement or by such other party

pursuant to any agreement entered into by it with the State and in any such

event any amount expended in or contributed to the cost of such construction by

the Company shall for the purpose of the calculation of the said sum of

thirty-five million pounds agreed to be expended by the Company under

Clause 9 hereof so long as the pelletising plant capacity stipulated hereunder

and the processing capacity stipulated under the other agreement of each and

every category of material shall not be reduced and provided such construction

is part of the constructions to which the said sum of thirty-five million pounds

relates be taken and accepted as an amount equal to the total amount expended

(whether by the Company or the said third party or by them jointly) in the

construction of such work.

(5) When any agreement entered into by the Company with some other

company or person results in that other company or person discharging all or

any of the obligations undertaken by the Company under this Agreement or

renders it unnecessary for the Company to discharge any obligation undertaken

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by it hereunder the Minister will discharge or temporarily relieve the Company

from such part of its said obligations as is reasonable having regard to the extent

of and period for which the other company or person actually effects the

discharge of those obligations.

Export license 4

15. (1) On the request by the Company the State shall make

representations to the Commonwealth for the grant to the Company of a license

or licenses under Commonwealth law for the export of iron ore or iron ore

pellets in such quantities and at such rate or rates as shall be reasonable having

regard to the terms of this Agreement the capabilities of the Company and to

maximum tonnages of iron ore or iron ore pellets for the time being permitted

by the Commonwealth for export from the said State and in a manner or terms

not less favourable to the Company (except as to rate or quantity) than the State

has given or intends to give in relation to such a license or licenses to any other

exporter of iron ore or iron ore pellets from the said State.

(2) If at any time the Commonwealth limits by export license the total

permissible tonnage of iron ore or iron ore pellets (as the case may be) for

export from the said State then the Company will at the request of the State and

within three (3) months of such request inform the State whether or not it

intends to export to the limit of the tonnage permitted to it under

Commonwealth licenses in respect of the financial year next following and if it

does not so intend will co-operate with the State in making representation to the

Commonwealth with a view to some other producer in the said State being

licensed by the Commonwealth to export such of the tonnage permitted by the

Commonwealth in respect of that year as the Company does not require and

such other producer may require. Such procedure shall continue to be followed

year by year during such time as the Commonwealth limits by export license the

total permissible tonnage of iron ore or iron ore pellets (as the case may be) for

export from the said State.

(3) The Company shall be in default hereunder if at any time it fails to

obtain any license or licenses under Commonwealth law for the export of iron

ore or iron ore pellets as may be necessary for the purpose of enabling the

Company to fulfil its obligations hereunder or if any such license is withdrawn

or suspended by the Commonwealth and such failure to obtain or such

withdrawal or suspension (as the case may be) is due to some act or default by

the Company or to the Company not being bona fide in its application to the

Commonwealth or otherwise having failed to use its best endeavours to have the

license granted or restored (as the case may be) but save as aforesaid if at any

time any necessary license is not granted or any license granted to the Company

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shall be withdrawn or suspended by the Commonwealth and so that as a result

thereof the Company is not for the time being permitted to export at least the

tonnage it has undertaken with the State it will export then the Company shall

not be obliged to export the tonnage not so permitted until such time as it is so

permitted and thereafter it will export the tonnage it has undertaken with the

State it will export. The State shall at all times be entitled to apply on behalf of

the Company (and is hereby authorised by the Company so to do) for any

license or licenses under Commonwealth law for the export of iron ore or iron

ore pellets as may from time to time be necessary for the purposes of this

Agreement.

Delays 4

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

performance of obligations under this Agreement and to the temporary

suspension of continuing obligations hereunder which may be occasioned by or

arise from circumstances beyond the power and control of the party responsible

for the performance of such obligations including delays or any such temporary

suspension as aforesaid caused by or arising from Act of God force majeure

floods storms tempests washaways fire (unless caused by the actual fault or

privity of the Company) act of war act of public enemies riots civil commotions

strikes lockout stoppages restraint of labour or other similar acts (whether

partial or general) shortages of labour or essential materials reasonable failure to

secure contractors delays of contractors and inability (common in the iron ore

pellets export industry) to profitably sell iron ore pellets or factors due to overall

world economic conditions or factors which could not reasonably have been

foreseen PROVIDED ALWAYS that the party whose performance of

obligations is affected by any of the said causes shall minimise the effect of the

said causes as soon as possible after their occurrence.

Power to extend periods 4

17. Notwithstanding any provision hereof the Minister may at the request of

the Company from time to time extend any period or date referred to in this

Agreement for such period or to such later date as the Minister thinks fit and the

extended period or later date when advised to the Company by notice from the

Minister shall be deemed for all purposes hereof substituted for the period or

date so extended.

Arbitration 4

18. Any dispute or difference between the parties arising out of or in

connection with this Agreement or any agreed amendment or variation thereof

or agreed addition thereto or as to the construction of this Agreement or any

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such amendment variation or addition or as to the rights duties or liabilities of

either party thereunder or as to any matter to be agreed upon between the parties

under this Agreement shall in default of agreement between the parties 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 Arbitration Act 1895.

Notices 4

19. 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 Civil

Service of the said State acting by the direction of the Minister and forwarded

by prepaid post to the Company at its registered office for the time being in the

said State or other address of which such Company has given the State prior

notice and by the Company if signed on its behalf by a director manager or

secretary of the Company or by any person or persons authorised by the

Company in that behalf or by its solicitors as notified to the State from time to

time and forwarded by prepaid post to the Minister and 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.

Exemption from stamp duty 4

20. (1) The State shall exempt from any stamp duty which but for the

operation of this clause would or might be chargeable on —

(a)

(b)



(c)



(d)



this Agreement;

any instrument executed by the State pursuant to this Agreement

granting to or in favour of the Company or any permitted assignee

of the Company any tenement lease easement license or other right

or interest;

any assignment sublease or disposition (other than by way of

mortgage or charge) or any appointment made in conformity with

the provisions of subclause (1) of clause 13 hereof; and

any assignment sublease or disposition (other than by way of

mortgage or charge) or any appointment to or in favour of the

Company or an associated company of any interest right obligation

power function or authority which has already been the subject of

an assignment sublease disposition or appointment executed

pursuant to subclause (1) of clause 13 hereof;



PROVIDED THAT this clause shall not apply to any instrument or other

document executed or made more than seven years from the date hereof.

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(2) If prior to the date on which the Bill referred to in clause 2 (b)

hereof to ratify this Agreement is passed as an Act stamp duty has been assessed

and paid on any instrument or other document referred to in subclause (1) of

this clause the State when such Bill is passed as an Act shall on demand refund

any stamp duty paid on any such instrument or other document to the person

who paid the same.

Interpretation 4

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

being in force in the said State.

SCHEDULE

WESTERN AUSTRALIA

IRON ORE (CLEVELAND-CLIFFS) AGREEMENT ACT 1964

MINERAL LEASE

Lease No. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goldfield(s)

ELIZABETH THE SECOND by the Grace of God of the United Kingdom,

Australia and Her other Realms and Territories Queen, Head of the

Commonwealth, Defender of the Faith:

TO ALL TO WHOM THESE PRESENTS shall come GREETINGS: KNOW

YE that WHEREAS by an Agreement made the

day of

, 1964

between the State of Western Australia of the one part and Basic Materials Pty.

Limited (hereinafter called “the Company” which expression will include the

successors and assigns of the Company including where the context so admits

the assignees of the Company under clause 13 of the said Agreement) of the

other part the said State agreed to grant to the Company a mineral lease of

portion or portions of the lands referred in the said Agreement as “the mining

areas” AND WHEREAS the said Agreement was ratified by the Iron Ore

(Cleveland-Cliffs) Agreement Act 1964 which said Act (inter alia) authorised

the grant of a mineral lease to the Company NOW WE in consideration of the

rents and royalties reserved by and of the provisions of the said Agreement and

in pursuance of the said Act DO BY THESE PRESENTS GRANT AND

DEMISE unto the Company subject to the said provisions ALL THOSE pieces

and parcels of land situated in the

Goldfield(s) containing

by admeasurement

be the same

more or less and particularly described and delineated on the plan in the

Schedule hereto and all those mines, veins, seams, lodes and deposits of iron ore

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in on or under the said land (hereinafter called “the said mine”) together with all

rights, liberties, easements, advantages and appurtenances thereto belonging or

appertaining to a lessee of a mineral lease under the Mining Act 1904 including

all amendments thereof for the time being in force and all regulations made

thereunder for the time being in force (which Act and regulations are hereinafter

referred to as “the Mining Act”) or to which the Company is entitled under the

said Agreement TO HOLD the said land and mine and all and singular the

premises hereby demised for the full term of twenty-one years from the

day of

, 19

with the right to renew the same from time to

time for further periods each of twenty-one years as provided in but subject to

the said Agreement, for the purposes but upon and subject to the terms

covenants and conditions set out in the said Agreement and to the Mining Act

(as modified by the said Agreement) YIELDING and paying therefor the rent

and royalties as set out in the said Agreement. AND WE do hereby declare that

this lease is subject to the observance and performance by the Company of the

following covenants and conditions, that is to say:—

1.



The Company shall and will use the land bona fide exclusively for the

purposes of the said Agreement.



2.



Subject to the provisions of the said Agreement the Company shall and

will observe, perform, and carry out the provisions of the Mines

Regulation Act 1946, and all amendments thereof for the time being in

force and the regulations for the time being in force made thereunder and

subject to and also as modified by the said Agreement the Mining Act so

far as the same affect or have reference to this lease.



PROVIDED THAT this lease and any renewal thereof shall not be

determined or forfeited otherwise than under and in accordance with the

provisions of the said Agreement.

PROVIDED FURTHER that all mineral oil on or below the surface of

the demised land is reserved to Her Majesty with the right to Her Majesty or

any person claiming under her or lawfully authorised in that behalf to have

access to the demised land for the purpose of searching for and for the

operations of obtaining mineral oil in any part of the land under the provisions

of the Petroleum Act 1936.

IN WITNESS whereof we have caused our Minister for Mines to affix

his seal and set his hand hereto at Perth in our said State of Western Australia

and the common seal of the Company has been affixed hereto this

day

of

, 19

.



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THE SCHEDULE ABOVE REFERRED TO:

IN WITNESS WHEREOF THE HONOURABLE DAVID BRAND

M.L.A. has hereunto set his hand and seal and the COMMON SEAL of the

Company has hereunto been affixed the day and year first hereinbefore

mentioned.

SIGNED SEALED AND DELIVERED

by the said THE HONOURABLE

DAVID BRAND M.L.A., in the

presence of —



DAVID BRAND

[L.S.]



C. W. COURT

Minister for Industrial Development

ARTHUR GRIFFITH

Minister for Mines

THE COMMON SEAL OF

BASIC MATERIALS PTY.

LIMITED was hereunto affixed

in the presence of —



[C.S.]



W. E. DOHNAL

Director.

J. H. WILLIAMS

Secretary.



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Second Schedule — First variation agreement

[s. 2]

[Heading inserted: No. 35 of 1970 s. 7; amended: No. 19 of 2010

s. 4.]

AN AGREEMENT made the 12th day of May One thousand nine hundred

and seventy BETWEEN THE HONOURABLE SIR DAVID BRAND,

K.C.M.G., M.L.A. Premier and Treasurer of the State of Western Australia

acting for and on behalf of the Government of the said State and

instrumentalities thereof from time to time (hereinafter called “the State”) of the

one part and CLIFFS INTERNATIONAL INC. a limited company incorporated

under the laws of the State of Ohio one of the United States of America and

registered in the State of Western Australia under the provisions of the

Companies Act 1961, of the said State and having its registered office situate at

84 Saint George’s Terrace Perth in the said State (hereinafter called “the

Company”) of the other part.

WHEREAS:

(a)



By an agreement under seal dated the 18th day of November

One thousand nine hundred and sixty-four made between the State

of the one part and Basic Materials Pty. Limited (hereinafter called

“Basic”) of the other part (which agreement was approved by and

is scheduled to the Iron Ore (Cleveland-Cliffs) Agreement

Act 1964 and is hereinafter referred to as “the Agreement” Basic

acquired upon the terms and conditions set forth in the agreement

certain rights interests and benefits and assumed certain obligations

with respect to the exploration for and development of specified

iron ore deposits and the mining transportation processing

pelletising and shipment of iron ore therefrom.



(b)



By virtue of various agreements under seal the Company is now

entitled to all the right title interest claim and demand whatsoever

of Basic in and under the Agreement and by virtue of deed of

covenant with the State has assumed the obligations of Basic

thereunder



(c)



The State and The Broken Hill Proprietary Company Limited

(which company is hereinafter referred to as “Broken Hill”) have

entered into an agreement (which agreement was approved by and

is scheduled to the Iron Ore (The Broken Hill Proprietary



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Company Limited) Agreement Act 1964, and is hereinafter referred

to as “the Broken Hill Agreement”) for the mining by that

company of iron ore in specified areas and for the establishment by

that company of certain port and railway facilities to be used for

the transportation of such iron ore and for the construction and

establishment within the said State of plant for the secondary

processing of iron ore and with regard to other matters

(d)



By assignment and deed of covenant made and given pursuant to

Clause 27 of the Broken Hill Agreement the rights and obligations

of Broken Hill arising under that agreement are now the rights and

obligations of Dampier Mining Company Limited (hereinafter

referred to as “Dampier”).



(e)



The areas covered by the Agreement and the Broken Hill

Agreement are adjacent and the Company and Dampier have now

entered into an agreement (hereinafter referred to as “the

Companies Agreement”) which provides for various consultation

and co-operation between them and subject to any necessary

consents of the State for —



(f)



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(i)



Dampier to make available for use by the Company iron

ore from the areas covered by the Broken Hill Agreement

of an amount of up to 150,000,000 tons or such greater

amount that the terms of the Companies Agreement may

oblige it to supply;



(ii)



The company to make available for purchase by Dampier

in accordance with the Companies Agreement any iron

ore that Dampier may require up to an amount of

2,000,000 tons per annum or such amount as the

Companies may agree;



(iii)



a right to Dampier to purchase part of the railway

facilities and/or part or whole of the port facilities to be

provided by that Company pursuant to its obligations

under the Agreement; and



(iv)



possible additional pelletising facilities at Cape Lambert

to be constructed by Dampier or the Company or jointly

by Dampier and the Company.



The State the Company and Dampier have now agreed that Cape

Lambert is a more desirable port site for the initial development of

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the deposits covered by the Agreement and the Broken Hill

Agreement than those considered earlier and the Company has

already submitted proposals for the development of certain

facilities at Cape Lambert.

(g)



In view of the Companies Agreement, it is desirable that there

should be some addition to the various rights and obligations of the

parties created by the Agreement and by the Broken Hill

Agreement and that certain additional provisions be included to

facilitate the carrying out of the Agreement by the joint venture

proposed to be established by the Company and referred to in the

Companies Agreement.



NOW THIS AGREEMENT WITNESSETH:

1.

This agreement except for this clause shall have no force or effect and

shall not be binding upon the parties until it is approved by an Act of the

Parliament of Western Australia.

2.

If an Act to ratify this agreement is passed by the Parliament of the said

State the provisions of this agreement shall take effect as though the same had

been enacted by the ratifying Act and notwithstanding any Act or law to the

contrary the State and the Minister shall for the purpose of implementing this

agreement have all the powers discretions and authorities conferred on them

respectively by the Agreement for the purpose of implementing that agreement.

3.

The Agreement is added to and varied as hereinafter provided and the

Agreement shall be read and construed accordingly.

4.



The Agreement is amended as follows:—

(1)



Clause 1 is amended by —

(a)



adding after the definition “Company’s wharf” a definition

“Dampier” as follows —

“means Dampier Mining Company Limited and includes

“the Company” mentioned in the agreement approved by

the Iron Ore (The Broken Hill Proprietary Company

Limited) Agreement Act 1964, and any successor or

assignee of that Company permitted under that

Agreement”;



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(b)



by deleting the words “Cape Preston” in the definitions of

“harbour” and “plant site” and substituting therefor the

words “Cape Lambert”;



(c)



by adding to the definition “mineral lease” after the word

“includes” in the second line, the words —

“the sublease of any area of a mineral lease sublet to the

Company by Dampier and” and by substituting for the

word “thereof” in the last line, the words “of such lease or

sublease”;



(d)



by adding to the definition “mining areas” the words —

“and also any area within the mineral lease and also the

areas the subject of Temporary Reserves 4269H to 4273H

(both inclusive) reserved under section 276 of the

Mining Act”;



(e)



by adding after the definition “said State” a definition

“secondary processing” as follows —

“means concentration or other benefication of iron ore

other than by crushing or screening and includes thermal

electrostatic magnetic and gravity processing and

agglomeration pelletisation or comparable changes in the

physical character of iron ore.”



(2)



Clause 5 is amended by deleting subclause (5).



(3)



Clause 8 is amended by —

(a)



adding to paragraph (a) of subclause (1) as follows —

(i)



in the fifth line after the words “mining areas” the

following:

“(other than the mining areas included in the

sublease referred to in the definition of “mineral

lease”)”, and



(ii)



by changing the word “thereof” in the thirteenth

line to the following:

“of the lands so applied for (notwithstanding the

survey in respect thereof has not been

completed)”.



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(b)



inserting before the existing subparagraph (ii) of

paragraph (b) of subclause (1) a new subparagraph as

follows —

“(ii) on application by the Company include in the area of

any lease to be granted to the Company at Cape Lambert

(for the purposes hereof) adequate provision for —

(a)



the development of such facilities at Cape

Lambert as Dampier may require in connection

with the production transportation processing

and shipment of iron ore produced pursuant to

the agreement approved by the Iron Ore

(The Broken Hill Proprietary Company

Limited) Agreement Act 1964; and



(b)



the expansion of any proposed iron ore pellet

plant facilities to meet any requirements for

increased production therefrom as may be

required for Dampier; and ”



and renumbering the existing subparagraph (ii)

accordingly.

(c)



adding to paragraph (b) of subclause(1) in the last line after

the word “pellets” the words —

“PROVIDED FURTHER that additional rental will be

payable pursuant to this paragraph in respect of iron ore

sold to Dampier as if such iron ore were produced under

a mineral lease granted pursuant to the agreement

approved by the Iron Ore (The Broken Hill Proprietary

Company Limited) Agreement Act 1964.”



(d)



adding two new paragraphs to subclause (1) thereof as

follows —

“(d) All leases rights mining tenements easements

reserves and licenses granted under the provisions of this

subclause may be so granted notwithstanding the survey

in respect thereof has not been completed;

“(e) Notwithstanding the provisions of Section 82 of

the Mining Act and of regulations 192 and 193 made

thereunder and of Section 81D of the Transfer of Land



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Act 1893 and Section 143 of the Land Act insofar as the

same or any of them may apply —

(a)



no assignment mortgage charge sublease or

disposition made or given pursuant to Clause 13

hereof of or over any lease sublease license

reserve or tenement granted hereunder or

pursuant hereto by the Company or any

assignee or appointee who has executed and is

for the time being bound by deed of covenant

made pursuant to Clause 13 hereof and



(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 Clause 13 of the

Agreement and no equitable mortgage or charge shall be

rendered ineffectual by the absence of any approval or

consent otherwise than as required by Clause 13 hereof or

because the same is not registered under the provisions of

the Mining Act”.

(e)



inserting after the word “provisions” in the first line of

subclause (3) the words —

“of paragraph (e) of subclause (1) of this clause and the

provisions”.



(f)



adding a new paragraph after paragraph (f) of subclause (4)

as follows —

“(g) (i)



(ii)



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shall permit Dampier to sublet to the

Company the whole or any part of any

mineral lease granted pursuant to the

agreements approved by the Iron Ore

(The Broken Hill Proprietary Company

Limited) Agreement Act 1964, and the Iron

Ore (Dampier Mining Company Limited)

Agreement Act 1969;

shall in the event of the termination of any

mineral lease subleased in whole or in part to

the Company by Dampier grant to the

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Company a mineral lease for the unexpired

term of the sublease covering the same mining

areas and on the same terms as were

applicable under the sublease except that

royalties shall be payable at the rates provided

for in this Agreement.

PROVIDED THAT any sublease referred to in

subparagraph (i) and any mineral lease granted to the

Company pursuant to subparagraph (ii) shall be included

in the definition of “mineral lease” in Clause 1 of this

agreement and shall be subject to the provisions of

Clause 13 and paragraph (e) of subclause (1) of

Clause 8.”

(g)



adding a subclause as follows —

“(6) No fee simple lease sublease license or other title

or right granted or assigned under or pursuant to

this Agreement and no chattel belonging to or

owned jointly or in individual shares by the

Company and an associated company shall be

subject to or capable of partition otherwise than by

agreement including partition under the Property

Law Act 1969 or under any order of any court of

competent jurisdiction made under that Act or

otherwise or be subject to the making of an order

for sale under the said Act.”



(4)



Clause 9 is amended by —

(a)



substituting for the proviso to paragraph (e) of subclause (2)

thereof, the following proviso —

“PROVIDED HOWEVER that this paragraph shall not

apply either to: —



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(i)



iron ore used for the production of iron ore

pellets or for secondary processing or for the

manufacture of iron or steel in any part of the

said State lying north of the twenty-sixth parallel

of latitude; or



(ii)



iron ore sold or otherwise disposed of to

Dampier.”

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(b)



adding to paragraph (j) of subclause (2) after

subparagraph (xi) and before the last sentence of the said

paragraph the following provisos:

“PROVIDED THAT for the purposes of this paragraph

the words “mineral lease” shall not include any sublease

from Dampier and

PROVIDED FURTHER THAT the royalty payable on

any iron ore sold to Dampier shall be computed as if such

iron ore were produced under a mineral lease granted

pursuant to the agreement approved by the Iron Ore

(The Broken Hill Proprietary Company Limited)

Agreement Act 1964, and

PROVIDED FURTHER THAT with regard to the

contracts which the Company has advised the State were

entered into prior to September One thousand nine

hundred and sixty-nine by an associated company for the

sale of iron ore pellets and prepared sinter fines to

Japanese steel mills the royalty for fines as well as iron

ore pellets shall be computed at the rate specified in

subparagraph (v) of this paragraph subject to the

adjustment specified in subparagraph (xi)”.



(c)



deleting the last proviso of paragraph (o) of subclause (2)

thereof and substituting therefor the following:

“PROVIDED ALSO that the provisions of this paragraph

shall not apply:



(d)



(i)



to iron ore pellets or to ore the subject of

secondary processing or Iron or steel

manufacture by the Company or an associated

company within the said State, or



(ii)



to ore sold or otherwise disposed of to Dampier.”



inserting a new paragraph after paragraph (o) of

subclause (2) thereof as follows:

“(p) honour its undertakings with Dampier under any

agreement with Dampier pursuant to which it receives a

sublease referred to in subparagraph (i) of paragraph (g)

of subclause (4) of clause 8 PROVIDED THAT as sole



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remedy for a breach of this covenant the State may if the

breach is not cured within a period as provided in

paragraph (1) of clause 10 after notice as provided therein

require Dampier to terminate such a sublease for any

breach thereof which the State considers material AND

the Company shall not thereafter be entitled to a lease

under subparagraph (ii) of paragraph (g) of subclause (4)

of clause 8 AND the State may require the surrender of

areas included in any lease or leases pursuant to

subparagraph (ii) of paragraph (b) of subclause (1) of

clause 8.

(e)



inserting after the word “hereof” in the eighth line of

subclause (3) the following:

“including the conferring upon the Company of power

and authority requisite for the control and management of

the works referred to in the said provisions”.



(5)



Clause 10 is amended by substituting for paragraph (1) thereof the

following paragraph:

“(l) (i)



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that in any of the following events namely if the

Company shall make default which the State considers

material in the due performance or observance of any of

the covenants or obligations to the State herein or in any

lease sublease license or other title or document granted

or assigned under this Agreement on its part to be

performed or observed or shall abandon or repudiate its

operations under this Agreement and such default shall

not have been remedied or such operations resumed

within a period of one hundred and eighty (180) days

after notice as provided in subparagraph (ii) of this

paragraph is given by the State (or — if the alleged

default abandonment or repudiation is contested by the

Company and within sixty (60) days after such notice is

submitted by the Company to arbitration — within a

reasonable time fixed by the arbitration award but not

less than ninety (90) days after the making of the

arbitration award where the question is decided against

the Company the arbitrator finding that there was a

bona fide dispute and that the Company had not been

dilatory in pursuing the arbitration) or if the Company

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shall go into liquidation (other than a voluntary

liquidation for the purpose of reconstruction) then and

in any of such events the State may by notice to the

Company determine this Agreement and the rights of

the Company hereunder and under any lease license

easement or right granted hereunder or pursuant hereto

or if the Company shall surrender the entire mineral

lease as permitted under Clause 8(1)(a) of this

Agreement then this Agreement and the rights of the

Company hereunder and under any lease license

easement or right granted hereunder or pursuant hereto

shall thereupon determine: PROVIDED HOWEVER

that if the default shall not have been remedied after

such notice 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 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; and

(ii)



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the notice to be given by the State in terms of

subparagraph (i) of this paragraph shall specify the

nature of the default or other ground 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 13(1)(a) hereof whose name

and address for service of notice has previously been

notified in writing to the State by the Company or any

such assignee mortgagee chargee or disponee;



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(iii)



(6)



the abandonment or repudiation by or liquidation of the

Company referred to in subparagraph (i) of this

paragraph means the abandonment or repudiation by or

the liquidation of all of them the Company and all

assignees and appointees who have executed and are for

the time being bound by a deed of covenant in favour of

the State as provided in Clause 13 hereof; and”.



Clause 13 is amended by —

(a)



adding to subclause (1) a new subparagraph after

subparagraph (b) and before the words “subject however” as

follows:

“and (c) assign sublet or dispose of to Dampier in whole

or in part rights under this Agreement (including its rights

to or as the holder of any lease license easement grant or

other title) in relation to the railway and the port and

related facilities or any of them”;



(b)



adding the following to subclause (2):

“PROVIDED HOWEVER that the Minister may agree to

release the Company from such liability where having

regard to all the circumstances of any such assignment

mortgaging charging subletting disposition or

appointment as mentioned in subclause (1) of this clause

he considers such release will not be contrary to the

interest of the State hereunder”;



(c)



adding a new subclause as follows:

“(3) To the extent that it imposes any obligation on the

Company with regard to the management

preservation or control of any of the facilities

mentioned in subparagraph (c) of subclause (1) of

this clause whether as to maintenance operation or

otherwise this Agreement shall no longer apply

with regard to any such facilities which become the

sole property of Dampier.”



(7)



Clause 19 is amended by inserting after the words “prior notice” in

line 9 the words:

“or in the case of any other addressee to his or its address for

service of notices notified in writing to the State”.



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IN WITNESS whereof these presents have been executed as a deed the day and

year first herein before written.

SIGNED by the said THE

HONOURABLE SIR DAVID

BRAND, K.C.M.G., M.L.A

in the presence of —



DAVID BRAND



C. W. COURT,

Minister for Industrial

Development.

ARTHUR GRIFFITH,

Minister for Mines.



SIGNED BY WILLIAM E. DOHNAL

pursuant to and with the authority of a

resolution of the Board of Directors of

CLIFFS INTERNATIONAL INC. in

the presence of —



WILLIAM E. DOHNAL



T. R. COLBORN

[C.S.]

[Second Schedule inserted: No. 35 of 1970 s. 7.]



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Third Schedule — Second variation agreement

[s. 3B]

[Heading inserted: No. 68 of 1973 s. 7; amended: No. 19 of 2010

s. 4.]

AN AGREEMENT made the

day of

1973 BETWEEN THE

HONOURABLE JOHN TREZISE TONKIN, M.L.A. Premier and Treasurer of

the State of Western Australia acting for and on behalf of the Government of the

said State and instrumentalities thereof from time to time (hereinafter called

“the State”) of the first part and CLIFFS INTERNATIONAL INC. a limited

company incorporated under the laws of the State of Ohio one of the United

States of America and registered in the State of Western Australia under the

provisions of the Companies Act 1961, of the said State and having its

registered office situate at 12-14 Saint George’s Terrace, Perth in the said State

(hereinafter called “Cliffs”) of the second part and CLIFFS WESTERN

AUSTRALIAN MINING CO. PTY. LTD., a company incorporated under the

said Companies Act and having its registered office at 12-14 Saint George’s

Terrace, Perth in the said State, MITSUI IRON ORE DEVELOPMENT PTY.

LTD., a company incorporated under the said Companies Act and having its

registered office at 68 Saint George’s Terrace, Perth in the said State, ROBE

RIVER LIMITED, a company incorporated under the Companies Ordinance of

the Australian Capital Territory and having its registered office at 20 O’Connell

Street, Sydney in the State of New South Wales, and MT. ENID IRON CO.

PTY. LTD., a company incorporated under the said Companies Act and having

its registered office at 22 Mount Street, Perth in the said State (hereinafter called

“the Participants”) of the third part.

WHEREAS:

(a) By an agreement under seal dated the 18th day of November 1964

made between the State of the one part and Basic Materials Pty.

Limited (hereinafter called “Basic”) of the other part (which

agreement was approved by and is scheduled to the Iron Ore

(Cleveland-Cliffs) Agreement Act 1964 and is hereinafter referred

to as “the Agreement”) Basic acquired upon the terms and

conditions set forth in the Agreement certain rights interest and

benefits and assumed certain obligations with respect to the

exploration for and development of specified iron ore deposits and

the mining transportation processing pelletising and shipment of

iron ore therefrom.



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(b)



By virtue of various agreements under seal Cliffs became entitled

to all the right title interest claim and demand whatsoever of Basic

in and under the Agreement and by virtue of deed of covenant with

the State assumed the obligations of Basic thereunder.



(c)



By an agreement dated the 12th day of May, 1970 made between

the State of the one part and Cliffs of the other part which is

scheduled to the Iron Ore (Cleveland-Cliffs) Agreement Act

Amendment Act 1970 (hereinafter called “the first variation

agreement”) the parties thereto varied the agreement as therein set

out for the purposes set out in the recitals thereto. Under the

provisions of the said Act and in the events which happened the

first variation agreement was approved thereby on and from the

30th day of December, 1970.



(d)



By deed dated the 29th day of June, 1970 made between the State,

Cliffs and the Participants, Cliffs granted and assigned to the

Participants all the right title interest claim and demand of the

“Company” (as defined in the Agreement) in and under the

Agreement (as then or thereafter altered from time to time) except

the rights of occupancy referred to therein of the mining areas

therein defined and the rights to obtain mineral leases thereof as

tenants in common in the following shares:



(e)



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Cliffs Western Australian Mining Co. Pty. Ltd ....

Mitsui Iron Ore Development Pty.Ltd. .................



30%

30%



Robe River Limited ..............................................



35%



Mt. Enid Iron Co. Pty. Ltd. ...................................



5%



By the said deed the Participants severally covenanted and agreed

with the State that such Participant should to the extent of its

commitment therein set out comply with, observe and perform the

provisions of the Agreement (as then or thereafter amended) on the

part of Cliffs to be complied with observed or performed in respect

of the matters assigned as therein set forth to the intent that the

same should be binding upon the Participants (to the extent of the

commitment therein set out) in the same manner and to the same

extent as if the Participants were expressly named in the

Agreement.

The parties desire to add to and amend the provisions of the

Agreement as amended and added to by the first variation

agreement (hereinafter referred to as “the Principal Agreement”).

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NOW THIS AGREEMENT WITNESSETH:

1.

Words and phrases to which meanings are given under clause 1 of the

Principal Agreement (other than words and phrases to which meanings are

given in this Agreement) shall have the same respective meanings in this

Agreement as are given to them in clause 1 of the Principal Agreement.

Subject to the provisions of the deed referred to in recital (d) hereof, for

the purposes of the Principal Agreement and this Agreement the expression

“the Company” shall where the context so admits mean and include both Cliffs

and the Participants.

2.

The Principal Agreement is added to and varied as hereinafter provided

and the Principal Agreement shall be read and construed accordingly.

3.



The Principal Agreement is hereby amended as follows —

(1)



The definition of “mining areas” in clause 1 is amended by

substituting for the passage “4269H to 4273H (both inclusive)” the

passage “4269H, 4270H, 4273H, 4321H, 4323H, 4324H, 4981H,

4982H, 4983H, 5733H and 5845H”;



(2)



by adding after clause 7 two new clauses 7A and 7B as follows —

Additional Proposals 4

7A. If the Company at any time during the continuance of

this Agreement desires to modify expand or otherwise

substantially vary its activities beyond those specified in any

approved proposals the Company shall give notice of such

desire to the Minister and within two months thereafter shall

subject to the provisions of this Agreement submit to the

Minister detailed proposals in respect of all matters covered by

such notice and such of the other matters mentioned in

subparagraphs (i) to (vii) inclusive of clause 5(2)(a) as the

Minister may require. The provisions of clause 6 shall mutatis

mutandis apply to detailed proposals submitted pursuant to this

clause; and

Second Pellet Plant 4

7B. The Company shall forthwith proceed to complete its

investigations into the feasibility of establishing within the said

State a second iron ore pellet plant and provided that the

Company has entered into or intends to enter into contracts

satisfactory to the Company, for the sale of iron ore pellets from

the proposed second iron ore pellet plant and for financing that



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plant and associated facilities, the Company shall by the

31st December, 1974 (or within such extended time as the

Minister may allow) submit to the Minister pursuant to

clause 7A detailed proposals for the establishment of such a

plant on the following basis —

(a)



the plant to have an estimated design capacity of

5 million tons of iron ore pellets per annum; and

the capital cost involved in the construction of the

plant and associated facilities to be not less than

one hundred million dollars ($100,000,000).;



(b)



(3)



(4)



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Clause 8(1)(a) is amended by substituting for the passage “for a

period of twenty-one (21) years commencing from the

commencement date” in lines nineteen and twenty, the passage

“for a period commencing —

(i)



on the 31st day of October, 1970, in respect of any

part of the mining areas existing prior to the date of

the execution of the agreement entered into pursuant

to the Iron Ore (Cleveland-Cliffs) Agreement Act

Amendment Act 1973; and



(ii)



on the date of execution of that agreement, in respect

of any other part of the mining areas —



and expiring on the 30th day of October, 1991”;

Clause 9(2)(j) is amended —

(a)



by substituting for the passage commencing with the

word “prices” in line eight of subparagraph (x) and

ending with the passage “1963.” in the last line of that

subparagraph, the passage “prices payable for foundry

pig iron c.i.f. Australian capital city ports as announced

by The Broken Hill Proprietary Company Limited or any

subsidiary thereof from time to time during the last full

calendar year preceding the date at which the adjustment

is to be made as compared with the average of those

prices for the calendar year 1963.”; and



(b)



by substituting for the passage commencing with the

word “prices” in line seven of subparagraph (xi) and

ending with the passage “1968.” in the last line of that

subparagraph, the passage “prices payable for foundry



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pig iron c.i.f. Australian capital city ports as announced

by The Broken Hill Proprietary Company Limited or any

subsidiary thereof from time to time during the last full

calendar year preceding the date at which the adjustment

is to be made as compared with the average of those

prices for the calendar year 1968.”;

(5)



Clause 9(2)(1) is amended by deleting the words “commencing on

and accruing from the commencement date” in lines five and six;



(6)



Paragraph (a) of clause 10 is deleted and the following paragraph

substituted —

Power 4

(a)



(i)



that subject to and in accordance with proposals

approved or determined under this Agreement the

Company for its purposes hereunder and for

domestic and other purposes in relation to a

townsite may to the extent determined by the

Minister but notwithstanding any Act generate

transmit supply and charge for electrical energy

and the Company shall have all such powers and

authorities with respect to electrical energy as are

determined by the Minister for the purposes hereof

which may include the powers of a supply

authority under the Electricity Act 1945;



Water for mining areas 4

(ii)



As at 03 Jan 2014



that subject to and in accordance with proposals

approved or determined under this Agreement the

Company for its purposes hereunder in relation to

its requirements for water in the mining areas and

for domestic and other purposes in relation to any

townsite associated with the mining areas, may to

the extent determined by the Minister but

nowithstanding any Act bore for water construct

catchment areas store (by dams or otherwise) take

and charge for water from any Crown lands

available for the purpose and the Company shall

have all such powers and authorities with respect

to water as are determined by the Minister for the

purposes hereof which may include the powers of a

water board under the Water Board Act 1904;

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Water for the port and port townsite 4

(iii) that the rights and obligations of the Company in

respect to the supply of water at the industrial area

at Cape Lambert for its purposes and operations

under the Agreement and at the port townsite for

domestic and other purposes in relation to a

townsite and the rights and obligations of the State

with respect to the supply of water for such

purposes contained in the deed dated as of the

day of

1973 and made between

the State on the one part and the Participants of the

other part; and

(7)



by adding after clause 11 a new clause 11A as follows —

Environmental Protection 4



11A. 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 the operations of the Company hereunder that

may be made by the State or any State agency or

instrumentality or any local or other authority or statutory body

of the State pursuant to any Act for the time being in force.

4.

The Schedule to the Principal Agreement is deleted and the following

schedule substituted —

SCHEDULE

WESTERN AUSTRALIA

IRON ORE (CLEVELAND-CLIFFS) AGREEMENT ACT 1964-1973

MINERAL LEASE

Lease No.



Goldfield



ELIZABETH THE SECOND by the Grace of God of the United Kingdom,

Australia and Her other realms and Territories Queen, Head of the

Commonwealth, Defender of the Faith: TO ALL TO WHOM THESE

PRESENTS shall come GREETINGS: KNOW YE that WHEREAS by an

Agreement made the 18th day of November, 1964 between the State of Western

Australia of the one part and BASIC MATERIALS PTY. LIMITED

(hereinafter called “Basic”) of the other part the said State agreed to grant to

Basic a mineral lease of portion or portions of the lands referred to in the said

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Agreement as “the mining areas” AND WHEREAS the said Agreement was

ratified by the Iron Ore (Cleveland-Cliffs) Agreement Act 1964 which said Act

(inter alia) authorised the grant of a mineral lease to Basic its successors and

assigns AND WHEREAS by virtue of various agreements under seal CLIFFS

INTERNATIONAL, INC. a limited company incorporated under the laws of the

State of Ohio one of the United States of America and registered in the State of

Western Australia under the provisions of the Companies Act 1961 of the said

State and having its registered offices situated at 12-14 Saint George’s Terrace,

Perth in the said State (hereinafter called “Cliffs”) became entitled to all the

rights title interest claim and demand whatsoever of Basic in and under the said

Agreement and additions and variations thereto as set out in the agreements

scheduled to the Iron Ore (Cleveland-Cliffs) Agreement Act Amendment

Act 1970 and the agreement executed pursuant to the Iron Ore

(Cleveland-Cliffs) Agreement Act Amendment Act 1973 (the three agreements

scheduled to or executed pursuant to the said Acts are hereinafter referred to as

“the said Agreements”) NOW WE in consideration of the rents and royalties

reserved by and of the provisions of the said Agreements and in pursuance of

the said Acts DO BY THESE PRESENTS GRANT AND DEMISE unto Cliffs

subject to the said provisions ALL THOSE pieces and parcels of land situated

in the

Goldfield containing approximately

(subject

to such corrections as may be necessary to accord with survey when made) and

particularly described and delineated on the plan in the Schedule hereto and all

those mines, veins, seams, lodes and deposits of iron ore in on or under the said

land (hereinafter called “the said mine”) together with all rights, liberties,

easements, advantages and appurtenances thereto belonging or appertaining to a

lessee of a mineral lease under the Mining Act 1904 including all amendments

thereof for the time being in force and all regulations made thereunder for the

time being in force (which Act and regulations are hereinafter referred to as

“the Mining Act”) or to which Cliffs is entitled under the said Agreements.

TO HOLD the said lands and mine and all and singular the premises hereby

demised for a period commencing —

(i)



on the 31st day of October, 1970, in respect of any part of the

mining areas existing prior to the date of the execution of the

agreement entered into pursuant to the Iron Ore (Cleveland-Cliffs)

Agreement Act Amendment Act 1973; and



(ii)



on the date of execution of that agreement, in respect of any other

part of the mining areas —



and expiring on the 30th day of October, 1991 with the right to renew the same

from time to time for further periods each of twenty-one years as provided in

but subject to the terms covenants and conditions set out in the said Agreements

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and to the Mining Act (as modified by the said Agreements) YIELDING and

paying therefor the rent and royalties as set out in the said Agreements. AND

WE do hereby declare that this lease is subject to the observance and

performance by Cliffs of the following covenants and conditions, that is to

say: —

1.

Cliffs shall and will use the land bona fide exclusively for the

purposes of the said Agreements.

2.



Subject to the provisions of the said Agreements Cliffs shall and

will observe, perform and carry out the provisions of the Mines

Regulation Act 1946, and all amendments thereof for the time

being in force and the regulations for the time being in force made

thereunder and subject to and also as modified by the said

Agreements the Mining Act so far as the same affect or have

reference to this lease.



3.



Cliffs shall if the Minister for Mines determines during the term of

this lease (but not in respect of any renewed term) pay to the

previously registered occupant of Temporary Reserve 4321H,

4322H, 4323H, 4324H, 4981H, 4982H, and 4983H such amount as

the Minister for Mines may approve towards expenditure incurred

by such occupant on the exploration of the said reserves.



4.



Cliffs shall if the Minister for Mines so determines during the term

of this lease or any renewed term pay to the previously registered

occupant of Temporary Reserves 4321H, 4322H, 4323H, 4324H,

4981H, 4982H and 4983H a royalty at a rate of 0.25 per centum

per ton on the value of iron ore (as determined by the Minister for

Mines) shipped or sold by Cliffs from the land formerly comprised

in the said reserves during the first twenty-one year production

period but no longer.



PROVIDED THAT this lease and any renewal thereof shall not be determined

or forfeited otherwise than under and in accordance with the provisions of the

said Agreements.

PROVIDED FURTHER that all petroleum on or below the surface of the

demised land is reserved to Her Majesty with the right to Her Majesty or any

person claiming under her or lawfully authorised in that behalf to have access to

the demised land for the purpose of searching for and for the operations of

obtaining petroleum in any part of the land under the provisions of the

Petroleum Act 1967.



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IN WITNESS whereof we have caused our Minister for Mines to affix his seal

and set his hand hereto at Perth in our said State of Western Australia and the

common seal of Cliffs has been affixed hereto this

day of

, 19

THE SCHEDULE ABOVE REFERRED TO:

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 JOHN TREZISE

TONKIN, M.L.A. in the presence of —

Minister for Development

and Decentralisation.

Minister for Mines.



Signed by W.E. DOHNAL pursuant

to and with the Authority of a resolution

of the Board of Directors of CLIFFS

INTERNATIONAL INC. in the

presence of —



The Common Seal of CLIFFS

WESTERN AUSTRALIAN MINING

CO. PTY. LTD. was hereunto affixed

by Authority of the Directors and in the

presence of —

Director.

Secretary.



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The Common Seal of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by

Authority of the Directors and in

the presence of —

Director.

Secretary.



The Common Seal of ROBE

RIVER LIMITED was hereunto

affixed by Authority of the

Directors and in the presence of —

Director.

Secretary.



The Common Seal of MT. ENID

IRON CO. PTY. LTD, was hereunto

affixed by Authority of the Directors

and in the presence of —

Director.

Director.



[Third Schedule inserted: No. 68 of 1973 s. 7.]



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Fourth Schedule — Third variation agreement

[s. 2]

[Heading inserted: No. 37 of 1984 s. 4; amended: No. 19 of 2010

s. 4.]

AN AGREEMENT made the thirtieth day of April One thousand nine hundred

and eighty-four BETWEEN THE HONOURABLE BRIAN THOMAS

BURKE, M.L.A., Premier of the State of Western Australia, acting for and on

behalf of the said State and instrumentalities thereof from time to time

(hereinafter called “the State”) of the first part CLIFFS INTERNATIONAL

INC. a limited company incorporated under the laws of the State of Ohio,

one of the United States of America and registered in the State of Western

Australia under the provisions of the Companies Act 1961 of the said State

and having its registered office in the State of Western Australia at

12-14 St. George’s Terrace, Perth (hereinafter called “Cliffs”) of the second part

and CLIFFS WESTERN AUSTRALIAN MINING CO. PTY. LTD., a company

incorporated under the said Companies Act and having its registered office at

12-14 St. George’s Terrace, Perth (hereinafter called “Cliffs Western”) MITSUI

IRON ORE DEVELOPMENT PTY. LTD. a company incorporated under the

said Companies Act and having its principal office in the said State at

22nd Floor, 44 St. George’s Terrace, Perth (hereinafter called “Mitsui Iron”)

ROBE RIVER LIMITED a company incorporated under the Companies

Ordinance of the Australian Capital Territory and having its principal place of

business at 1 Castlereagh Street, Sydney in the State of New South Wales

(hereinafter called “RRL”) and NIPPON STEEL AUSTRALIA PTY. LIMITED

a company incorporated in the State of New South Wales and having its

registered office in that State at 60 Martin Place, Sydney, SUMITOMO

METAL AUSTRALIA PTY. LIMITED a company incorporated in the State of

New South Wales and having its registered office in that State at 31st Floor,

CAGA Centre, 8 Bent Street, Sydney and the said MITSUI IRON ORE

DEVELOPMENT PTY. LTD., such lastmentioned three companies acting

together and carrying on business under the registered business name “CAPE

LAMBERT IRON ASSOCIATES” and having their principal place of business

in the State of Western Australia at 22nd Floor, 44 St. George’s Terrace, Perth

(hereinafter collectively called “CLIA”), the said Cliffs Western, Mitsui Iron,

RRL and CLIA (hereinafter collectively called “the Participants”) being the

party of the third part.



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WHEREAS:

(a)



by an agreement under seal dated the 18th day of November, 1964 made

between the State of the one part and Basic Materials Pty. Limited

(hereinafter called “Basic”) of the other part (which agreement was

approved by and is scheduled to the Iron Ore (Cleveland-Cliffs)

Agreement Act 1964 and is hereinafter referred to as “the Agreement”)

Basic acquired upon the terms and conditions set forth in the Agreement

certain rights interests and benefits and assumed certain obligations with

respect to the exploration for and development of specified iron ore

deposits and the mining transportation processing pelletising and

shipment of iron ore therefrom;



(b)



by virtue of various agreements under seal Cliffs became entitled to all

the right title interest claim and demand whatsoever of Basic in and under

the Agreement and by virtue of a deed of covenant with the State

assumed the obligations of Basic thereunder;



(c)



by an agreement dated the 12th day of May, 1970 made between the State

of the one part and Cliffs of the other part which is scheduled to the Iron

Ore (Cleveland-Cliffs) Agreement Act Amendment Act 1970 (hereinafter

called “the first variation agreement”) the parties thereto varied the

Agreement as therein set out for the purposes set out in the recitals

thereto. Under the provisions of the said Act and in the events which

happened the first variation agreement was approved thereby on and from

the 30th day of December, 1970;



(d)



by deed dated the 29th day of June, 1970 made between the State, Cliffs

and Cliffs Western, Mitsui Iron, RRL and Mt. Enid Iron Co. Pty. Ltd.,

Cliffs granted and assigned to the lastmentioned companies all the right

title interest claim and demand of the “Company” (as defined in the

Agreement) in and under the Agreement (as then or thereafter altered

from time to time) except the rights of occupancy referred to therein of

the mining areas therein defined and the rights to obtain mineral leases

thereof as tenants in common in the following shares:

Cliffs Western

Mitsui Iron



30%

30%



RRL



35%



Mt. Enid Iron Co. Pty. Ltd.

(hereinafter called “Mt. Enid”)



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and by the said deed each of them Cliffs Western, Mitsui Iron, RRL and

Mt. Enid, severally covenanted and agreed with the State that it should to

the extent of its commitment therein set out comply with, observe and

perform the provisions of the Agreement (as then or thereafter amended)

on the part of Cliffs to be complied with observed or performed in respect

of the matters assigned as therein set forth to the intent that the same

should be binding upon them (to the extent of the commitment therein

set out) in the same manner and to the same extent as if each of them

were expressly named in the Agreement;

(e)



by an agreement dated the 13th day of July, 1976 made between the State

of the first part Cliffs of the second part and Cliffs Western, Mitsui Iron,

RRL and Mt. Enid of the third part the execution whereof on behalf of the

State was authorised by the Iron Ore (Cleveland Cliffs) Agreement Act

Amendment Act 1973 (hereinafter called “the second variation

agreement”) the parties thereto further varied the Agreement as therein

set out;



(f)



by an agreement dated the 22nd day of June, 1977 made between Mt.

Enid as vendor and CLIA as purchaser Mt. Enid with effect from the

1st day of July, 1977 sold and assigned to CLIA the whole of its 5% share

in and under the Agreement (as amended by the first variation agreement

and the second variation agreement) and by virtue of a deed of covenant

with the State made the 1st day of July, 1977 CLIA assumed the

obligations of Mt. Enid thereunder.



(g)



by an agreement dated the 5th day of October, 1983 made between the

State of the first part Cliffs of the second part and the Participants of the

third part (hereinafter called “the third variation Agreement”) the parties

thereto further varied the Agreement as therein set out in manner

provided for in the Agreement; and



(h)



the parties desire to add to and amend the provisions of the Agreement

as amended and added to by the first variation agreement the

second variation agreement and the third variation agreement (hereinafter

referred to as “the Principal Agreement”).



NOW THIS AGREEMENT WITNESSETH:

1.

Words and phrases to which meanings are given under clause 1 of the

Principal Agreement (other than words and phrases to which meanings are

given in this Agreement) shall have the same respective meanings in this

Agreement as are given to them in clause 1 of the Principal Agreement.

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2.

Subject to the provisions of the deed referred to in recital (d) hereof, for

the purposes of the Principal Agreement and this Agreement the expression

“the Company” shall where the context so admits mean and include both Cliffs

and the Participants.

3.

The State shall introduce and sponsor a Bill in the Parliament of Western

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

4.

The subsequent clauses of this Agreement shall not operate unless and

until the Bill to ratify this Agreement referred to in clause 3 hereof is passed as

an Act before the 30th day of June, 1984 or such later date if any as the parties

hereto may mutually agree upon.

5.

The Principal Agreement is added to and varied as hereinafter provided

and the Principal Agreement shall be read and construed accordingly.

6.

The Principal Agreement is hereby amended as follows:

(1)



Clause 1 —

(a)



(2)



by inserting, after the definition “Land Act”, the following

definition —



“ “local authority” means the council of a municipality that

is a city, town or shire constituted under the Local

Government Act 1960; ”;

(b) by inserting, after the definition of “year 1”, the following

paragraph —

“reference in this Agreement to the Company shall not

include persons (other than the parties to this

agreement) to whom land in the port townsite is or is

agreed to be transferred or otherwise disposed of by

the Company in accordance with a proposal approved

pursuant to clause 7C hereof;”.

Clause 6 —

by deleting “(1) Within” and substituting “Within”.



(3)



By inserting after clause 7B the following clauses —

“Further proposals relating to port townsite 4

7C.



(1)



The Company may submit to the Minister from time

to time detailed proposals with respect to the port

townsite relating to —

(a)



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the transfer to or vesting in the State or the

appropriate instrumentality of the State or

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the relevant local authority as the case may

be of the ownership, care control and

management maintenance or preservation of

any service or facility owned and/or

operated by the Company hereunder;

the vesting in transfer surrender lease or

sublease to the State or the appropriate

instrumentality of the State or the relevant

local authority as the case may be of any

land of which the Company is the lessee or

proprietor in fee simple hereunder;



(c)



the proposed sale by the Company of any

land which on the 1st day of April 1984 was

the subject of a sublease from the Company

and was used for commercial community or

welfare purposes, to the sub lessee thereof

or, with the prior consent of the Minister, to

any other person; or



(d)



any other purpose concerning the

maintenance use or operation of the

Company’s services or facilities situated in

or near the port townsite, as the Minister

shall approve.



(2)



The provisions of clause 7A hereof shall not apply to

proposals submitted pursuant to this clause.



(3)



The Minister shall within two (2) months of the

receipt of proposals submitted pursuant to

subclause (1) of this clause give to the Company

notice either of —



(4)



As at 03 Jan 2014



(b)



(a)



his approval thereof; or



(b)



any objections or alterations desired thereto

and in such case shall afford the Company

an opportunity to consult with and submit

new proposals to the Minister.



If within two (2) months of receipt of a notice

pursuant to paragraph (b) of subclause (3) of this

clause the Minister has not given his approval to the

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said proposals, the said proposals shall not be

referable to arbitration hereunder but shall lapse.

(5)



7D.



The Company shall implement proposals approved

pursuant to this clause in accordance with the terms

thereof.



If a proposal approved pursuant to clause 7C hereof provides

for the surrender by the Company to the State of Special

Lease No. 3116/4629 (Crown Lease No. 310/1970) and all

land held by the Company thereunder: —

Grant and lease of lands 4

(a)



the State shall in accordance with such approved

proposal —

(i)



grant to the Company in fee simple at a price to

be determined by the Minister for Lands; and/or



(ii)



lease to the Company for such terms or periods

and on such terms and conditions as, subject to

the approved proposal, shall be determined by

the Minister for Lands



such part or parts of the land so surrendered as that

proposal so provides;

Sale of lots for housing 4

(b)



page 80



the Company may, after such surrender, apply to the

State from time to time for lots of land within the area

shown coloured green on the plan marked “B”

(initialled by or on behalf of the parties hereto for the

purpose of identification) for housing for residential

use by employees engaged in the operations of the

Company under this Agreement and the State will

provide out of such land (or so much thereof as has

not been released prior to the date of such

application), within a reasonable period after

application therefor by the Company (having regard to

the normal time to be taken for subdivision and

servicing if this is required by reason of such

application), the lots so applied for, such lots to be

vacant serviced lots of such size and position as is

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determined by the Minister for Lands after

consultation with the Company for purchase by the

Company in fee simple at prices to be determined by

the Minister for Lands (having regard to the price of

similar lots then being made available by the State to

others) which will include the cost to the State of

providing and servicing such lots;

Release of lands 4

(c)



notwithstanding the provisions of the Land Act the

Minister for Lands shall not at any time put up for sale

or lease as a single release to persons other than the

Company more than 30 lots of land within the land

shown coloured green on the said plan marked “B”

without first consulting with the Company for the

purpose of ensuring that provision has been made for

the future housing requirements of employees

engaged in the operations of the Company under this

Agreement; and



Preservation of subleases by Company 4

(d)



if any land within the land so surrendered is or is

subsequently to be granted in fee simple to the

Company by the State pursuant to such approved

proposal and that land is, immediately prior to the

surrender thereof, the subject of a sublease granted, or

the subject of an agreement for sublease about to be

granted or renewed by the Company under the said

Special Lease then, notwithstanding the surrender of

the said Special Lease, any provision in the sublease

or agreement for sublease or the provisions of any Act

or any principle of law or equity to the contrary, that

sublease shall as between the Company and the

sublessee and any person deriving title under the

sublessee continue and at all times remain in full force

and effect in accordance with but subject to its terms

as if the said Special Lease had not been surrendered.



Authority to enter into agreements 4

7E.



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Where pursuant to any approved proposal as to any of the

matters referred to in clause 7C hereof or as varied pursuant

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to subclause (3) of clause 14 hereof provision is made for the

relevant local authority consistent with its functions as a

local authority or an instrumentality of the State to enter into

and carry out any agreement with the Company and/or for

the Minister or respective Ministers administering the

Hospitals Act 1927, the Education Act 1928, the Public

Works Act 1902, the Fire Brigades Act 1942, the Country

Areas Water Supply Act 1947 and the Country Towns

Sewerage Act 1948 to enter into and carry out any agreement

with the Company —



7F.



page 82



(a)



the Local Government Act 1960, the Hospitals

Act 1927, the Education Act 1928, the Public Works

Act 1902, the Fire Brigades Act 1942, the Country

Areas Water Supply Act 1947 and the Country Towns

Sewerage Act 1948 shall for the purposes of

implementing such approved proposals be deemed to

be modified by the inclusion of a power whereby such

relevant local authority, instrumentality of the State

and/or Minister or Ministers are authorised and

empowered to enter into and carry out any such

agreement; and



(b)



the relevant local authority, instrumentality of the

State and such Minister or Ministers may enter into

and carry out any such agreement notwithstanding the

other provisions of this Agreement.



Notwithstanding the provisions of clause 7A hereof, where

pursuant to an approved proposal under clause 7C hereof the

Company has surrendered to the State Special Lease

No. 3116/4629 (Crown Lease No. 310/1970) and all land

held by the Company thereunder and the Minister has

approved proposals pursuant to clause 7C hereof with

respect to schools hospitals and police station facilities and

the housing for State employees associated therewith the

State thereafter will continue to operate and undertake the

maintenance of such facilities and any additions thereto and

the Company shall not thereafter be required to submit any

proposals with respect to the provision, operation or

maintenance of such facilities in or near the port townsite

except where any such facilities are required to meet the

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needs of any construction workforce involved in the

operations of the Company under this Agreement.”.

(4)



Clause 8 —

(a)



subclause (1) paragraph (b) —

(i)



by inserting after “hereof”, where it first occurs the

following —

“or as varied from time to time pursuant to

subclause (3) of clause 14 hereof”;

and



(ii)



by inserting after “paragraph”, where it first occurs in

the first proviso, the following —

“or otherwise payable pursuant to the provisions of

paragraph (n) of clause 10 hereof”;



(b)



subclause (2) —

(i)



by inserting after “clause” the following —

“, the implementation of the Company’s proposals as

finally approved under clause 7C hereof, clause 7D

hereof and paragraph (n) of clause 10 hereof”



(ii)



by deleting “and” in paragraph (e);



(iii)



by deleting “Act.” in paragraph (f) and substituting

“Act;”; and



(iv)



by adding after paragraph (f) the following

paragraphs —

“(g) the inclusion of a power whereby any special

lease granted to the Company hereunder may be

varied by agreement or surrendered in whole or

part; and

(h)



As at 03 Jan 2014



the inclusion of a power whereby any land

granted or leased to the Company hereunder

may be leased or subleased by the company to

the State or any appropriate instrumentality of

the State or the relevant local authority as the

case may be.”;



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(c)



subclause (4) paragraph (b) —

by deleting “nor any of the lands the subject of any lease or

licence granted to the Company in terms of” and substituting

the following —

“nor any lands for the time being held by the Company

under any lease or licence issued pursuant to”; and



(d)



subclause (6) —

by deleting “granted or assigned” and substituting the

following —

“held by the Company”.



(5)



Clause 10 —

(a)



by adding after paragraph (a) the following paragraphs —

“(aa) that notwithstanding any surrender by the Company to

the State of the whole or any part or parts of the land

within Special Lease No. 3116/4629 (Crown Lease

No. 310/1970) all references in the Determination

with respect to Electrical Energy made by the Minister

pursuant to subparagraph (i) of paragraph (a) of this

clause on the 21st day of February, 1980 to the

boundaries of Crown Lease No. 310/1970 shall mean

and be construed as the boundaries of Crown Lease

No. 310/1970 at the time of grant of such lease;

(ab) that —

(i)

the extent to which the Company may generate

transmit supply and charge for and any powers

and authorities with respect to electrical energy

determined by the Minister pursuant to

subparagraph (i) of paragraph (a) of this clause;

and

(ii)



any rights and obligations with respect to water

contained in the deed dated as of the

13th day of July 1976 referred to in

subparagraph (iii) of paragraph (a) of this

clause



shall be modified from time to time to accord with

proposals approved under clause 7C hereof (including



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any variation thereof pursuant to subclause (3) of

clause 14 hereof);”;

(b)



paragraph (d) subparagraph (i) —

by deleting “Agreement;” and substituting the following —

“Agreement PROVIDED that this paragraph shall not

apply to townsite lots or other areas within any land

granted to the Company in fee simple pursuant to

paragraph (a) of clause 7D hereof unless such lots or

areas are then owned by the Company or to any townsite

lots sold to the Company pursuant to paragraph (b) of

clause 7D hereof;”;



(c)



paragraph (g) —

by deleting “granted to” and substituting the following —

“held by ”; and



(d)



by inserting after paragraph (m) the following paragraph —

“(n) that from and after the surrender by the Company

to the State of any land within Special Lease

No. 3116/4629 (Crown Lease No. 310/1970) under

a proposal approved pursuant to clause 7C hereof,

notwithstanding the provisions of subparagraph (i)

of paragraph (b) of subclause (1) of clause 8

hereof, any grants to the Company pursuant to that

subparagraph of —



As at 03 Jan 2014



(i)



townsite lots within or near the port townsite

in fee simple shall in lieu of being for

nominal consideration be for a consideration

to be determined by the Minister for Lands

(having regard to the price of any similar

lots then being made available by the State

to others) which will include the cost (if

any) to the State of providing and servicing

such lots; and



(ii)



special leases of Crown lands within or near

the port townsite (excluding any such lands

within the harbour area and the railway)

shall in lieu of being at peppercorn rental be

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at such rentals as are prescribed by law or

are otherwise reasonable.”.

(6)



Clause 13 —

by inserting after subclause (3) the following subclause —

“(4) Where in respect of any land acquired by the Company

under this Agreement the Company makes any disposition in

accordance with a proposal approved pursuant to clause 7C

hereof, then notwithstanding the provisions of subclause (1)

of this clause but subject to any contrary intention contained

in any such approved proposal, the consent writing of the

Minister shall not be required to any such disposition nor

shall the assignee from the Company be required to enter

into a deed of covenant as provided in subclause (1) of this

clause.”.



(7)



Clause 14 —

(a)



subclause (5) —

by inserting after “hereunder” the following —

“(except in either case any obligation undertaken by the

Company pursuant to subclause (5) of clause 7C

hereof)”; and



(b)



by inserting after subclause (5) the following subclause —

“(6) Where in the performance of its obligations under

subclause (5) of clause 7C hereof the Company

pursuant to a proposal approved under that clause

enters into any arrangement with a person (including

an instrumentality of the State or a local authority)

whereby that person assumes or agrees to assume any

of the obligations undertaken by the Company under

this Agreement in relation to the port townsite the

State will discharge the Company from such

obligations to the extent to which and during the

period for which that person assumes or agrees to

assume those obligations.”.



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

the parties hereto the day and year first hereinbefore written.

SIGNED by the said THE

HONOURABLE BRIAN THOMAS

BURKE, M.L.A., in the presence of —



BRIAN BURKE.



DAVID PARKER,

MINISTER FOR MINERALS AND ENERGY.

SIGNED for and on behalf of

CLIFFS INTERNATIONAL INC. by

VICTOR FAHRNEY KOONTZ

pursuant to and with the authority of a

resolution of the Board of Directors of

CLIFFS INTERNATIONAL INC. in

the presence of —



V. KOONTZ.



W. REES.

THE COMMON SEAL of CLIFFS

WESTERN AUSTRALIAN MINING

CO. PTY. LTD. was hereunto affixed

by authority of a resolution of the Board

of Directors and in the presence of —



(C.S.)



V. KOONTZ, Director.

W. REES, Director.

THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by authority

of a resolution of the Board of Directors

and in the presence of —



(C.S.)



Y. OKAMOTO, Director.

J. N. MacKENZIE, Secretary.



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THE COMMON SEAL of ROBE

RIVER LIMITED was hereunto affixed

by authority of a resolution of the Board

of directors and in the presence of —



(C.S.)



G. J. REANEY, Director.

A. R. EDWARDS, Secretary.

THE COMMON SEAL of NIPPON

STEEL AUSTRALIA PTY. LIMITED

was hereunto affixed by authority of the

Directors in the presence of —

H. HIGAKI, Director.

(C.S.)

S. TAIL, Secretary.

THE COMMON SEAL of

SUMITOMO METAL AUSTRALIA

PTY. LIMITED was hereunto affixed

by authority of the Directors and in the

presence of —



(C.S.)



S. OKAMOTO, Director.

K. SATO, Secretary.

THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by authority

of a resolution of the Board of Directors

and in the presence of —



(C.S.)



Y. OKAMOTO, Director.

J. N. MacKENZIE, Secretary.

[Fourth Schedule inserted: No. 37 of 1984 s. 4.]



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Fifth Schedule — Fourth variation agreement

[s. 3D]

[Heading inserted: No. 95 of 1985 s. 6; amended: No. 19 of 2010

s. 4.]

AN AGREEMENT made the 29th day of October 1985, BETWEEN THE

HONOURABLE BRIAN THOMAS BURKE, M.L.A., Premier of the State

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

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

of the first part CLIFFS INTERNATIONAL INC. a limited company

incorporated under the laws of the State of Ohio, one of the United States

of America and registered in the State of Western Australia under the provisions

of the Companies Act 1961 of the said State and having its registered office

in the State of Western Australia at 12-14 St. George’s Terrace, Perth

(hereinafter called “Cliffs”) of the second part and CLIFFS WESTERN

AUSTRALIAN MINING CO. PTY. LTD., a company incorporated under

the — said Companies Act and having its registered office at 12-14 St. George’s

Terrace, Perth (hereinafter called “Cliffs Western”) MITSUI IRON ORE

DEVELOPMENT PTY. LTD. a company incorporated under the said

Companies Act and having its principal office in the said State

at 22nd Floor, 44 St. George’s Terrace, Perth (hereinafter called “Mitsui Iron”)

PEKO-WALLSEND OPERATIONS LIMITED a company incorporated

under the Companies Act of the State of New South Wales and having its

principal place of business at 1 Macquarie Street, Sydney in the State of New

South Wales (hereinafter called “Peko”) and NIPPON STEEL AUSTRALIA

PTY. LIMITED a company incorporated in the State of New South Wales and

having its registered office in that State at 60 Martin Place, Sydney,

SUMITOMO METAL AUSTRALIA PTY. LIMITED a company incorporated

in the State of New South Wales and having its registered office in that State

at 30th floor CBA Centre, 60 Margaret Street, Sydney and the said MITSUI

IRON ORE DEVELOPMENT PTY. LTD., such lastmentioned

three companies acting together and carrying on business in the State of

Western Australia at 22nd Floor, 44 St. George’s Terrace, Perth (hereinafter

collectively called “CLIA”), the said Cliffs Western, Mitsui Iron, Peko and

CLIA (hereinafter collectively called “the Participants”) being the party of the

third part.



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WHEREAS:

(a) By an agreement under seal dated the 18th day of November

One thousand nine hundred and sixty-four made between the State of

the one part and Basic Materials Pty. Limited (hereinafter called “Basic”)

of the other part (which agreement was approved by and is scheduled to

the Iron Ore (Cleveland-Cliffs) Agreement Act 1964 and is hereinafter

referred to as “the Agreement”) Basic acquired upon the terms and

conditions set forth in the agreement certain rights interests and benefits

and assumed certain obligations with respect to the exploration for and

development of specified iron ore deposits and the mining transportation

processing pelletising and shipment of iron ore therefrom.

(b)



By virtue of various agreements under seal Cliffs International, Inc.

(“Cliffs”) became entitled to all the right title interest claim and demand

whatsoever of Basic in and under the Agreement and by virtue of deed of

covenant with the State assumed the obligations of Basic thereunder.



(c)



The State and The Broken Hill Proprietary Company Limited (which

company is hereinafter referred to as “Broken Hill”) entered into an

agreement (which agreement was approved by and is scheduled to the

Iron Ore (The Broken Hill Proprietary Company Limited) Agreement

Act 1964, and is hereinafter referred to as “the Broken Hill Agreement”)

for the mining by that company of iron ore in specified areas and for the

establishment by that company of certain port and railway facilities to be

used for the transportation of such iron ore and for the construction and

establishment within the said State of plant for the secondary processing

of iron ore and with regard to other matters.

By assignment and deed of covenant made and given pursuant to

Clause 27 of the Broken Hill Agreement the rights and obligations

of Broken Hill arising under that agreement are now the rights and

obligations of BHP Minerals Limited (then called “Dampier Mining

Company Limited”) (hereinafter referred to as “BHPM”).



(d)



(e)



The areas covered by the Agreement and the Broken Hill Agreement are

adjacent and Cliffs and BHPM entered into an agreement (hereinafter

referred to as “the Companies Agreement”) which provided for various

consultation and co-operation between them and subject to any necessary

consents of the State for, inter alia:

(i)

BHPM to make available for use by Cliffs iron ore from the areas

covered by the Broken Hill Agreement of an amount of up to

150,000,000 tons or such greater amount that the terms of the

Companies Agreement may oblige it to supply; and



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(ii)



Cliffs to make available for purchase by BHPM in accordance with

the Companies Agreement any iron ore that BHPM may require up

to an amount of 2,000,000 tons per annum or such amount as the

Companies may agree.



(f)



By an Agreement under seal dated the 12th day of May, 1970 between

the State of the one part and Cliffs of the other part (which Agreement

was approved and is scheduled to the Iron Ore (Cleveland-Cliffs)

Agreement Amendment Act 1970) the Agreement was amended to take

account of the developments contemplated in the Companies Agreement.



(g)



By an Agreement dated the 30th day of September, 1969 between the

State of the one part and BHPM of the other part which agreement was

scheduled to the Iron Ore (Dampier Mining Company Limited)

Agreement Act 1969 The Broken Hill Agreement was amended to take

account of the developments contemplated in the Companies Agreement.



(h)



By deed dated the 29th day of June, 1970 made between the State, Cliffs

and Cliffs Western, Mitsui Iron, Robe River Limited (“RRL”) and

Mt. Enid Iron Co. Pty. Ltd., (“Mt. Enid”) (hereinafter called the “Original

Participants”) Cliffs granted and assigned to the Original Participants all

the right title interest claim and demand of the “Company” (as defined in

the Agreement) in and under the Agreement (as then or thereafter altered

from time to time) except the rights of occupancy referred to therein of

the mining areas therein defined and the rights to obtain mineral leases

thereof as tenants in common in the following shares:

Cliffs Western

30%

Mitsui Iron

30%

RRL

35%

Mt. Enid

5%

and by the said deed each of them Cliffs Western, Mitsui Iron, RRL and

Mt. Enid, severally covenanted and agreed with the State that it should to

the extent of its commitment therein set out comply with, observe and

perform, the provisions of the Agreement (as then or thereafter amended)

on the part of Cliffs to be complied with observed or performed in respect

of the matters assigned as therein set forth to the intent that the same

should be binding upon them (to the extent of the commitment therein set

out) in the same manner and to the same extent as if each of them were

expressly named in the Agreement.



(i)



By virtue of various agreements and deeds Cliffs Western, Mitsui Iron,

Peko and CLIA (which parties are hereinafter called “the Participants”)



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are now entitled to all the right title and interests of the Original

Participants in and under the Agreement (as amended) as tenants in

common in the following shares:

Cliffs Western

30%

Mitsui Iron

30%

Peko

35%

CLIA

5%

(j)



The Participants, Cliffs and BHPM have now entered into an Agreement

dated the Twenty Eighth day of October 1985 (hereinafter referred to as

“the Second Companies Agreement) which provides subject to any

necessary consents of the State for inter alia BHPM to make available for

use by the Participants of iron ore from areas additional and adjacent to

those provided for under the Companies Agreement and which are

covered by The Broken Hill Agreement (as amended).



(k)



In view of the Second Companies Agreement, it is desirable that there

should be some amendment to the various rights and obligations of the

parties created by the Agreement (as amended by agreements dated

12th May 1970, 13th July 1976, 5th October 1983 and 30th April 1984

hereinafter referred to as the Principal Agreement) and by the Broken Hill

Agreement (as amended).



NOW THIS AGREEMENT WITNESSETH:

1.



This Agreement except for this Clause shall have no force or effect and

shall not be binding upon the parties until it is approved by an Act of the

Parliament of Western Australia.



2.



If an Act to ratify this Agreement is passed by the Parliament of the said

State the provisions of this Agreement shall take effect as though the

same has been enacted by the ratifying Act and notwithstanding any Act

or law to the contrary the State and the Minister shall for the purpose of

implementing this Agreement have all the powers discretions and

authorities conferred on them respectively by the Agreement for the

purpose of implementing the Agreement.



3.



Words and phrases to which meanings are given under Clause 1 of the

Principal Agreement (other than words and phrases to which meanings

are given in this Agreement) shall have the same respective meanings in

this Agreement as are given to them in Clause 1 of the Principal

Agreement.



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4.



Subject to the provisions of the deed referred to in recital (h) hereof,

for the purposes of the Principal Agreement and this Agreement the

expression “the Company” shall where the context so admits mean and

include both Cliffs and the Participants.



5.



The Principal Agreement is added to and varied as hereinafter provided

and the Principal Agreement shall be read and construed accordingly.



6.



The Principal Agreement is hereby amended as follows:

(1) Clause 1 (a) by inserting after the definition “Company’s wharf”

the following definition —





“CRRIA” means Cliffs Robe River Iron Associates a joint

venture comprising Cliffs Western Australian Mining

Co. Pty. Ltd., Mitsui Iron Ore Development Pty. Ltd.,

Peko Wallsend Operations Ltd, and Cape Lambert Iron

Associates (a partnership comprising Nippon Steel

Australia Pty. Ltd, Sumitomo Metal Australia Pty. Ltd.,

and Mitsui Iron Ore Development Pty. Ltd.) responsible

only severally in the proportions of 30%, 30%, 35%

and 5% respectively and each of their successors and

permitted assigns under this Agreement;



(b)



by amending the definition of “mineral lease” as

follows —

(i) by deleting “the sublease”, where it first occurs,

and substituting the following —

“ any subleases ”;

(ii)

(iii)



by inserting after “the Company” the following —

“ and/or CRRIA, ”; and

by deleting the last word “sublease” and

substituting the following —

“ subleases ”.



(2) Clause 8 subclause (1) —

(a)



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by deleting in paragraph (a) “the sublease” and substituting

the following —

“ any subleases ”;



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(b)



by inserting after paragraph (g) the following paragraph —

“ (h) (i) shall permit Dampier to sublet to CRRIA the

whole or any part with the approval of the

Minister of any mineral lease granted pursuant

to the agreements approved by the Iron Ore

(The Broken Hill Proprietary Company

Limited) Agreement Act 1964, and the Iron

Ore (Dampier Mining Company Limited)

Agreement Act 1969;

(ii) shall in the event of the termination of any

mineral lease subleased in whole or in part to

CRRIA by Dampier grant to CRRIA a

mineral lease for the unexpired term of the

sublease covering the same mining areas and

on the same terms as were applicable under

the sublease except that royalties shall be

payable at the rates provided for in this

Agreement.

PROVIDED THAT any sublease referred to in

subparagraph (i) and any mineral lease granted to

CRRIA pursuant to subparagraph (ii) shall be

included in the definition of “mineral lease” in

Clause 1 of this Agreement and shall be subject to

the provisions of Clause 13 and paragraph (e) of

subclause (1) of Clause 8. ”.



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

the parties hereto the day and year first hereinbefore written.

SIGNED by the said THE

HONOURABLE BRIAN

THOMAS BURKE, M.L.A., in

the presence of —



BRIAN BURKE



D PARKER

MINISTER FOR MINERALS AND ENERGY



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SIGNED for and on behalf of

CLIFFS INTERNATIONAL INC.

by VICTOR FAHRNEY KOONTZ

pursuant to and with the authority of a

resolution of the Board of Directors of

CLIFFS INTERNATIONAL INC. in

the presence of —



V. KOONTZ



W. REES

THE COMMON SEAL of CLIFFS

WESTERN AUSTRALIAN MINING

CO. PTY. LTD. was hereunto affixed

by authority of the Directors and in the

presence of —



(C.S.)



Director V. KOONTZ

Director W. REES

THE COMMON SEAL OF MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by authority

of the Directors and in the presence

of —



(C.S.)



Director Y. OKAMOTO

Secretary J. MACKENZIE

Executed by PEKO-WALLSEND

OPERATIONS LIMITED by being

signed by its Attorney RICHARD

ANDREW LADBURY under Power

of Attorney dated 23rd October 1985

(who certifies that he has received no

notice of revocation thereof) in the

presence of:



R. A. LADBURY



R. E. BLANCKENSEE

Solicitor Perth



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Executed by NIPPON STEEL

AUSTRALIA PTY LIMITED by being

signed by its Attorney YASUYOSHI

OKAMOTO under Power of Attorney

dated 25th October 1985 (who certifies

that he has received no notice of

revocation thereof) in the presence of:



Y. OKAMOTO



R. M. B. REYNOLDS

Executed by SUMITOMO METAL

AUSTRALIA PTY. LTD. by being

signed by its Attorney YASUYOSHI

OKAMOTO under Power of Attorney

dated 24th October 1985 (who certifies

that he has received no notice of

revocation thereof) in the presence of:



Y. OKAMOTO



R. M. B. REYNOLDS

THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by authority

of the Directors and in the presence

of —



(C.S.)



Director Y. OKAMOTO

Secretary J. MACKENZIE

[Fifth Schedule inserted: No. 95 of 1985 s. 6.]



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Sixth Schedule — Fifth variation agreement

[s. 2]

[Heading inserted: No. 87 of 1987 s. 8; amended: No. 19 of 2010

s. 4.]

THIS AGREEMENT is made the 26th day of June 1987

BETWEEN

THE HONOURABLE BRIAN THOMAS BURKE, M.L.A., Premier of the

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

instrumentalities thereof from time to time (hereinafter called “the State”) of

the first part ROBE RIVER LIMITED a company incorporated in the

Australian Capital Territory and having its principal office in the State of New

South Wales situate at 10 Loftus Street, Sydney (hereinafter called “Robe River

Limited”) of the second part and

ROBE RIVER MINING CO. PTY. LTD. (formerly Cliffs Western Australian

Mining Co. Pty. Ltd.) a company incorporated in the State of Western Australia

and having its registered office there at 12-l4 St. George’s Terrace, Perth

(hereinafter called “RRM”), MITSUI IRON ORE DEVELOPMENT PTY.

LTD. a company incorporated in the State of Western Australia and having its

principal office there at 24th Floor, Forrest Centre, 221 St. George’s Terrace,

Perth (hereinafter called “Mitsui Iron”), PEKO-WALLSEND OPERATIONS

LIMITED a company incorporated in the State of New South Wales and having

its principal place of business there at 10 Loftus Street, Sydney (hereinafter

called “Peko”), NIPPON STEEL AUSTRALIA PTY. LIMITED a company

incorporated in the State of New South Wales and having its registered office

there at 60 Martin Place, Sydney, SUMITOMO METAL AUSTRALIA

PTY. LTD. a company incorporated in the State of New South Wales and

having its registered office there at 30th Floor, CBA Centre, 60 Margaret Street,

Sydney and the said MITSUI IRON ORE DEVELOPMENT PTY. LTD., such

last mentioned three companies acting together and carrying on business under

the name of CAPE LAMBERT IRON ASSOCIATES in the State of Western

Australia at 24th Floor, Forrest Centre, 221 St. George’s Terrace, Perth

(hereinafter collectively called “CLIA”) and the said NIPPON STEEL

AUSTRALIA PTY. LIMITED and the said SUMITOMO METAL

AUSTRALIA PTY. LTD. such last mentioned two companies acting together

and carrying on business under the name of PANNAWONICA IRON

ASSOCIATES in the State of Western Australia at 24th Floor, Forrest Centre,

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221 St. George’s Terrace, Perth (hereinafter collectively called “PIA”) of the

third part (the said RRM, Mitsui Iron, Peko, CLIA and PIA the parties of the

third part being hereinafter collectively called “the Participants”).

WHEREAS:

(a)



by an agreement under seal dated the 18th day of November, 1964 made

between the State of the one part and Basic Materials Pty. Limited

(hereinafter called “Basic”) of the other part (which agreement was

approved by and is scheduled to the Iron Ore (Cleveland-Cliffs)

Agreement Act 1964 and is hereinafter referred to as “the Agreement”)

Basic acquired upon the terms and conditions set forth in the Agreement

certain rights interests and benefits and assumed certain obligations with

respect to the exploration for and development of specified iron ore

deposits and for the mining transportation processing pelletising and

shipment of iron ore therefrom;



(b)



by virtue of various agreements under seal Robe River International Inc.

formerly Cliffs International, Inc. (hereinafter called “Cliffs”) became

entitled to all the right interest claim and demand whatsoever of Basic in

and under the Agreement and by virtue of deed of covenant with the State

assumed the obligations of Basic thereunder;



(c)



the Agreement has been varied by the following agreements —

(i)



the agreement dated the 12th day of May, 1970 approved by the

Iron Ore (Cleveland-Cliffs) Agreement Act Amendment Act 1970;



(ii)



the agreement dated the 13th day of July, 1976 the execution of

which by the State was authorized by the Iron Ore

(Cleveland-Cliffs) Agreement Act Amendment Act 1973;



(iii)



an agreement made the 5th day of October, 1983;



(iv)



the agreement dated the 30th day of April, 1984 ratified by the

Iron Ore (Cleveland-Cliffs) Agreement Amendment Act 1984; and



(v)



the agreement dated the 29th day of October, 1985 approved and

ratified by the Iron Ore (Cleveland-Cliff) Agreement Amendment

Act 1985



and as so varied from time to time is hereinafter referred to as “the

Principal Agreement”;

(d)



by virtue of various agreements and deeds the Participants are now

entitled to all the right title interest claim and demand of the Company



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(as defined in the Principal Agreement) in and under the Principal

Agreement except Mineral Lease 248 SA granted thereunder by the State

to Cliffs as tenants in common in the following shares:

RRM

30%

Mitsui Iron

20%

Peko

35%

CLIA

5%

PIA

10%;

(e)



by virtue of a deed dated the 12th day of May, 1986 Robe River Limited

became entitled (inter alia) to all the right title and interest of Cliffs in

and to the Principal Agreement and the said Mineral Lease 248 SA;



(f)



by an agreement dated the 24th day of December, 1976 made between

RRM, Mitsui Iron, Robe River Limited and Mt. Enid Iron Co. Pty. Ltd

(predecessors in title of the Participants) and BHP Minerals Limited

(formerly called Dampier Mining Company Limited and referred to

hereinafter as “BHPM”), BHPM purchased inter alia interests as therein

described in certain leases subleases and licences relating to the port and

railway facilities constructed under the Principal Agreement and by an

agreement dated the 31st day of December, 1976 and made between the

State and BHPM, BHPM agreed to comply with observe and perform the

provisions of the Principal Agreement to be complied with observed and

performed in regard to the property so purchased;



(g)



by an assignment and deed of covenant dated the 25th day of June, 1987

made between the State, BHPM and the Participants, BHPM with effect

from the 1st day of December, 1986 sold and assigned to the Participants

inter alia the whole of its interests in the leases subleases and licences

referred to in recital (f) hereof and the Participants agreed to comply with

observe and perform the provisions of the. Principal Agreement to be

complied with observed and performed in regard to the property so

acquired and by a release of the same date the Minister (as defined in the

Principal Agreement) released BHPM from its obligations to the State in

respect thereof;



(h)



by an assignment and deed of covenant dated the 25th day of June, 1987

and made between the State, BHPM, the Participants, The Broken Hill

Proprietary Company Limited and Australian Iron and Steel Proprietary

Limited, BHPM assigned to the Participants all its interest in the

agreement defined in section 1A of the Iron Ore (Dampier Mining

Company Limited) Agreement Act 1969 (hereinafter called “the Dampier



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Agreement”) and in the clauses of the Agreement defined in section 2 of

the Iron Ore (The Broken Hill Proprietary Company Limited) Agreement

Act 1964 (hereinafter called “the 1964 BHP Agreement”) set out in

item 1 of the Schedule hereto and by the same deed the Participants

acquired the benefit of and became subject to the obligations arising

under the clauses of the 1964 BHP Agreement set out in item 2 of the

Schedule hereto insofar as they related to the interests of the Participants

in the Dampier Agreement and the clauses of the 1964 BHP Agreement

set out in item 1 of the Schedule hereto;

(i)



by a release dated the 25th day of June, 1987 the Minister (as defined in

the 1964 BHP Agreement) released BHPM and The Broken Hill

Proprietary Company Limited from liability for the performance and

observance of the convenants and agreements on their part contained in

the clauses set out in item 1 of the Schedule hereto and released BHPM

from liability for the performance and observance of the covenants and

agreements on its part contained in the Dampier Agreement;



(j)



as a consequence of changed circumstances which caused the production

of iron ore pellets under the Principal Agreement to become uneconomic

the Minister (as defined in the Principal Agreement) approved the sale to

the People’s Republic of China of certain key components of the pellet

plant constructed pursuant to the Principal Agreement; and



(k)



the parties hereto desire to amend the Principal Agreement in the light of

the acquisitions by the Participants referred to in recitals (g) and (h)

hereof and the said sale of the pellet plant.



NOW THIS AGREEMENT WITNESSES:

1.



The provisions of this Agreement shall not come into operation until a

Bill to ratify this Agreement is passed by the Legislature of the said State

and comes into operation as an Act.



2.



The Principal Agreement is hereby varied as follows —

(1)



Clause 1 —

(a)



by deleting the definition of “Dampier” and substituting the

following definition —

“ “Dampier” means BHP Minerals Limited (formerly

Dampier Mining Company Limited);”;



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(b)



by inserting after the definition of “Dampier” the following

definition —

“ “Dampier Mineral Lease” means mineral lease No. 254 SA

granted to Dampier pursuant to the Agreement defined in

section 2 of the Iron Ore (The Broken Hill Proprietary

Company Limited) Agreement Act 1964 and the agreement

defined in section 1A of the Iron Ore (Dampier Mining

Company Limited) Agreement Act 1969;”;



(c)



(2)



in the definition of “mineral lease”, by deleting “and

includes any subleases of any area of a mineral lease sublet

to the Company and/or CRRIA by Dampier and any renewal

of such lease or subleases” and substituting the following —



“and includes any areas added to the mineral lease pursuant

to the provisions of clause 10A hereof and any renewal of

such lease”;

(d) by inserting after the definition of “State Energy

Commission” the following definition —

“ “the 1987 Amendment date” means the date on which the

provisions of the aggreement ratified by the Iron Ore

(Cleveland-Cliffs) Agreement Amendment Act 1987 come

into operation;”.

Clause 6 —

in the marginal note, by deleting “other”.



(3)



Clause 7A —

(a)



by inserting after “may require” the following —

“and in respect of measures to be taken in relation to the

matters the subject of the proposals for the protection and

management of the environment”;



(b)



by deleting the following —

“The provisions of clause 6 shall mutatis mutandis apply to

detailed proposals submitted pursuant to this clause.”.



(4)



By inserting after clause 7A the following clauses —

“7AB. (1)



On receipt of proposals pursuant to clause 7A hereof

the Minister shall —

(a)



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approve of the said proposals either wholly or

in part without qualification or reservation; or

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(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

clause 7A hereof not covered by the said

proposals; or



(c)



require as a condition precedent to the giving

of his approval to the said proposals that the

Company makes such alterations thereto or

complies with such conditions in respect

thereto as he (having regard to the

circumstances including the overall

development of and the use by others as well

as the Company of all or any of the facilities

proposed to be provided) thinks reasonable

and in such a case the Minister shall disclose

his reasons for such conditions.



(2)



The Minister shall within two months after receipt of

the said proposals pursuant to subclause (1) give

notice to the Company of his decision in respect to

the same.



(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.



(4)



Subject to subclause (5) of this clause 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.



(5)



The Company may withdraw its proposals submitted

pursuant to clause 7A hereof at any time before

approval thereof or, where any decision of the

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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

proposed modification expansion or variation of its

activities as so proposed in those proposals.



7AC.



(6)



The Company shall implement the decision of the

Minister or an award made on arbitration (where the

proposals are not withdrawn) as the case may be in

accordance with the terms thereof.



(1)



The Company shall in respect of the matters referred

to in clause 7A hereof which are the subject of

proposals approved or determined under clause 7AB

hereof carry out a continual programme of

investigation, research and monitoring to ascertain

the effectiveness of the measures it is taking both

generally and pursuant to its approved proposals for

the protection and management of the environment.



(2)



The Company shall during the currency of this

Agreement, at yearly intervals commencing from the

dates when proposals under clause 7A hereof are

approved or determined or such other date or dates

as the Company and the Minister may agree, submit

reports to the Minister concerning —



(3)



As at 03 Jan 2014



(a)



measures taken for the protection and

management of the environment both

generally and pursuant to any proposals made

under clause 7A hereof; and



(b)



investigations, research and monitoring

carried out pursuant to subclause (1) of this

clause.



Each 3 years commencing from the date referred to

in subclause (2) of this clause the report submitted to

the Minister under that subclause shall be more

detailed and shall embrace not only the matters

referred to in paragraphs (a) and (b) of subclause (2)

of this clause but also the results and conclusions of

the investigations, research and monitoring carried

out during the previous 3 years and a programme of

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measures to be taken for protection and management

of the environment, including investigations,

research and monitoring, for the ensuing 3 years.

(4)



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The Minister may within 2 months of receipt of a

detailed report pursuant to subclause (3) of this

clause notify the Company that he —

(a)



requires amendment of the report and/or

programme for the ensuing 3 years; or



(b)



requires additional detailed proposals to be

submitted for the protection and management

of the environment in relation to matters the

subject of proposals approved or determined

under clause 7AB hereof.



(5)



The Company shall within 2 months of receipt of a

notice pursuant to paragraph (a) of subclause (4) of

this clause 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.



(6)



The Minister may within 1 month of receipt of an

amended report or programme pursuant to

subclause (5) of this clause notify the Company that

he requires additional detailed proposals to be

submitted for the protection and management of the

environment in relation to matters the subject of

proposals approved or determined under clause 7AB

hereof.



(7)



The Company shall within 2 months of receipt of a

notice pursuant to paragraph (b) of subclause (4) or

subclause (6) of this clause submit to the Minister

additional detailed proposals as required and the

provisions of clause 7AB hereof where applicable

shall mutatis mutandis apply.



(8)



The Company shall implement the decision of the

Minister or an award on arbitration as the case may

be in accordance with the terms thereof.”.

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(5)



Clause 8 subclause (1) —

(a)



paragraph (a) —

by deleting “(other than the mining areas included in any

subleases referred to in the definition of “mineral lease”)”;



(b)



paragraph (b) —

(i)



by deleting subparagraph (ii);



(ii)



in the first proviso to paragraph (b) —

(A)



by deleting “the thirtieth anniversary of the

export date” and substituting the following —

“the 31st day of December, 1988”;



(B)



by deleting “after such anniversary as

aforesaid” and substituting the following —

“after such date”;



(iii)

(c)



(6)



by deleting the second proviso to paragraph (b);



by deleting paragraph (h) (inserted by clause 6(2)(b) of the

agreement defined as the fourth variation agreement in

section 2 of the Act ratifying the Principal Agreement).



Clause 8 subclause (4) —

by deleting paragraph (g).



(7)



Clause 9 subclause (2) —

(a)



by inserting in paragraph (d) after “equipment” the

following —

“(other than the pellet plant)”;



(b)



in paragraph (e) by deleting the proviso and substituting the

following proviso —

“PROVIDED HOWEVER that this paragraph shall not

apply to iron ore used for the production of iron ore pellets

or for secondary processing or for the manufacture of iron or

steel in any part of the said State lying north of the

twenty-sixth parallel of latitude.”;



(c)



As at 03 Jan 2014



by deleting paragraph (i) and substituting the following

paragraph —

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“(i) (a) for the purposes of this Agreement —

(i)



as far as it is reasonable and economically

practicable so to do —

(A)



use labour available within the said

State; and



(B)



use the services of engineers

surveyors architects and other

professional consultants, project

managers manufacturers suppliers

and contractors resident and

available within the said State;



(ii)



when preparing specifications calling for

tenders and letting contracts for work

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 Western Australian suppliers

manufacturers and contractors are given

fair and reasonable opportunity to tender or

quote; and



(iii)



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;



(b) in every contract entered into with a third party for

the supply of services labour works materials plant

equipment and 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 subparagraph (a) of this

paragraph and shall report to the Company

concerning such third party’s implementation of

that condition;

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(c) submit a report to the Minister at quarterly

intervals or such longer periods as the Minister

determines commencing from the

1987 Amendment date concerning its

implementation of the provisions of this paragraph

and the performance of third parties in relation

thereto pursuant to subparagraph (b) of this

paragraph together with a copy of any report

received by the Company pursuant to that

subparagraph during that quarter 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;”;

(d)



paragraph (j) —

(i)



in subparagraph (iii) by inserting after “ton” the

following —

“until the 31st day of December 1988 and thereafter at

the rate of three and three quarter per centum (3¾%)

of the f.o.b. revenue (computed as aforesaid)”;



(ii)

(e)



by deleting the three provisos appearing after

subparagraph (xi);



paragraph (o) —

in subparagraph (ii) of the proviso by inserting after

“Dampier” the following —

“during such period as Dampier is the holder of the Dampier

Mineral Lease”;



(f)

(8)



by deleting paragraph (p).



By inserting after clause 10 the following clause —

“10A. Notwithstanding the provisions of the Mining Act 1978 the

Company shall on or before the expiration of three months from

the 1987 Amendment date surrender or cause to be surrendered to

the State (the Company having before such surrender registered or

caused to be registered surrenders of any subleases (limited

however in the case of Sublease Numbered 1H/79 to the areas

referred to in paragraph (a) following) and subleases and



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discharges of any mortgages and other encumbrances affecting the

lands) —

(a)



those portions of the mineral lease comprising Middle Robe

Section 20 and Gorge Sections 30-32, 34, 36 and 39-44;



(b)



the Dampier Mineral Lease; and



(c)



exploration licences numbered 47/21 and 47/22 granted

under the Mining Act 1978



and upon such surrender the areas comprised within the Dampier

Mineral Lease and the said exploration licences immediately

before the surrenders thereof shall be deemed to be included in the

mineral lease subject to the same terms covenants and conditions

as apply to the mineral lease (with such apportionments of rents as

is necessary), 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) and

an endorsement to that effect shall be made by the Department of

Mines on the mineral lease.”.

(9)



Clause 11 —

by deleting the following —

“other than those on the plant site and”.



(10) Clause 13 —

(a)



subclause (1) —

by deleting the following —

“and (c) assign sublet or dispose of to Dampier in whole or

in part rights under this Agreement (including its rights to or

as the holder of any lease license easement grant or other

title) in relation to the railway and the port and related

facilities or any of them”;



(b)



by deleting subclause (3).



(11) Clause 16 —

by deleting the following —

“and inability (common in the iron ore pellets export industry) to

profitably sell iron ore pellets”.



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3.



The Participants hereby agree that notwithstanding the provisions of any

deed of assignment or covenant or other document or agreement to the

contrary any covenant or agreement on their part to be observed

performed or complied with under the Principal Agreement as varied

from time to time shall be deemed to be a joint covenant or agreement as

the case may be on the part of those parties.



4.



Upon the surrender to the State of the Dampier Mineral Lease in

accordance with clause 10A of the Principal Agreement (as amended by

this Agreement), the Dampier Agreement, the clauses of the 1964 BHP

Agreement set out in item 1 of the Schedule hereto, and the clauses of

the 1964 BHP Agreement set out in item 2 of the Schedule hereto insofar

as they may relate to the interests of the Participants in the Dampier

Agreement and the 1964 BHP Agreement shall thereupon be cancelled

and the rights and obligations of the parties thereto thereby terminated.

THE SCHEDULE



1964 BHP AGREEMENT:

1.



2.



Clauses 8, 9, 10, 21 except sub-clause (3), 22 except paragraphs (d) (e) (j)

and (l), 23 except sub-clause (4)(c), (4)(d), (4)(e), (4)(g), (4)(h), (4)(i) and

(5), 25 and 29.

Clauses 6, 22(d) (e) (j) and (l), 23(4)(c), (4)(d), (4)(e), (4)(h), (4)(i)

and (5), 26, 27, 28, 30, 31, 32, 35, 36, 37 and 39.



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

the parties hereto the day and year first hereinbefore written.

SIGNED by the said THE

HONOURABLE BRIAN THOMAS

BURKE, M.L.A. in the presence of —



BRIAN BURKE



D. PARKER

MINISTER FOR MINERALS AND ENERGY

THE COMMON SEAL of ROBE

RIVER LIMITED was hereunto affixed

by authority of a resolution of the Board

of Directors and in the presence of —

A. C. COPEMAN

As at 03 Jan 2014



Director



(C.S.)

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Iron Ore (Robe River) Agreement Act 1964

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A. R. EDWARDS



Secretary



THE COMMON SEAL of ROBE

RIVER MINING CO. PTY. LTD. was

hereunto affixed by authority of a

resolution of the Board of Directors and

in the presence of —

A. C. COPEMAN

D. CALVIN



Director



(C.S.)



Secretary



THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT

PTY. LTD. was hereunto affixed by

authority of the Directors and in the

presence of —

Y. OKAMOTO

J. MacKENZIE



Director

Secretary



(C.S.)



THE COMMON SEAL of

PEKO-WALLSEND OPERATIONS

LIMITED was hereunto affixed by

authority of a resolution of the Board of

Directors and in the presence of —

A. C. COPEMAN

A. R EDWARDS



Director

Secretary



(C.S.)



NIPPON STEEL AUSTRALIA PTY

LIMITED by its duly appointed

Attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD. hereunto

affixing its Seal pursuant to a Power of

Attorney dated 28 October 1984

registered at the Office of Titles, Perth,

Western Australia with number

C 883525 and which Attorney by its

execution hereof also declares that it has

no notice of revocation of the Power of

Attorney aforesaid.

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THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT

PTY. LTD. was hereunto affixed by

authority of the Directors and in the

presence of —

Y. OKAMOTO



Director



J. MacKENZIE



Secretary



(C.S.)



SUMITOMO METAL AUSTRALIA

PTY. LTD. by its duly appointed

Attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD. hereunto

affixing its Seal pursuant to a Power of

Attorney dated 18 October 1984

registered at the Office of Titles, Perth,

Western Australia with

number C883524 and which Attorney

by its execution hereof declares that it

has no notice of revocation of the Power

of Attorney aforesaid.

THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT

PTY. LTD. was hereunto affixed by

authority of the Directors

and in

the presence of —

Y. OKAMOTO



Director



J. MacKENZIE



Secretary



(C.S.)



THE COMMON SEAL OF MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by authority

of a resolution of the Board of Directors

and in the presence of —

Y. OKAMOTO



As at 03 Jan 2014



Director



(C.S.)



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Iron Ore (Robe River) Agreement Act 1964

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Fifth variation agreement



J. MacKENZIE



Secretary



NIPPON STEEL AUSTRALIA PTY.

LIMITED by its duly appointed

Attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD. hereunto

affixing its seal pursuant to a Power of

Attorney dated 3rd November 1986

registered at the Office of Titles, Perth,

Western Australia with number

D357648 and which Attorney by its

execution hereof also declares that it has

no notice of revocation of the Power of

Attorney aforesaid.

THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT

PTY. LTD. was hereunto affixed by

authority of the Directors and in the

presence of —

Y. OKAMOTO



Director



J. MacKENZIE



Secretary



(C.S.)



SUMITOMO METAL AUSTRALIA

PTY. LTD. by its duly appointed

Attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD. hereunto

affixing its seal pursuant to a Power of

Attorney dated 21st October 1986

registered at the Office of Titles, Perth,

Western Australia with

number D357649 and which Attorney

by its execution hereof also declares that

it has no notice of revocation of the

Power of Attorney aforesaid.



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THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. was hereunto affixed by the

authority of the Directors and in the

presence of —

Y. OKAMOTO



Director



J. MacKENZIE



Secretary



(C.S.)



[Sixth Schedule inserted: No. 87 of 1987 s. 8.]



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Iron Ore (Robe River) Agreement Act 1964

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Seventh Schedule — Sixth variation agreement

[s. 2]

[Heading inserted: No. 61 of 2010 s. 10.]

2010

THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA

AND

ROBE RIVER LIMITED

ACN 008 478 493

ROBE RIVER MINING CO PTY. LIMITED

ACN 008 694 246

MITSUI IRON ORE DEVELOPMENT PTY. LTD.

ACN 008 734 361

NORTH MINING LIMITED

ACN 000 081 434

NIPPON STEEL AUSTRALIA PTY. LTD.

ACN 001 445 049

SUMITOMO METAL AUSTRALIA PTY. LTD.

ACN 001 444 604



IRON ORE (ROBE RIVER) AGREEMENT 1964

RATIFIED VARIATION AGREEMENT



[Solicitor’s details]



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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

instrumentalities thereof from time to time (State)

AND

ROBE RIVER LIMITED ACN 008 478 493 of Level 33, 120 Collins Street,

Melbourne, Victoria (RRL)

AND

ROBE RIVER MINING CO PTY. LIMITED ACN 008 694 246 of Level 27,

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

(RRMC),

MITSUI IRON ORE DEVELOPMENT PTY. LTD. ACN 008 734 361 of

Level 26, Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Mitsui),

NORTH MINING LIMITED ACN 000 081 434 of Level 33, 120 Collins

Street, Melbourne, Victoria (NML),

NIPPON STEEL AUSTRALIA PTY. LTD. ACN 001 445 049 of Level 24,

1 York Street, Sydney, New South Wales, SUMITOMO METAL

AUSTRALIA PTY. LTD. ACN 001 444 604 of Level 39, Australia Square,

264 George Street, Sydney, New South Wales, and the said MITSUI IRON

ORE DEVELOPMENT PTY. LTD. which 3 companies carry on business

under the name of Cape Lambert Iron Associates (CLIA), and

the said NIPPON STEEL AUSTRALIA PTY LTD and SUMITOMO

METAL AUSTRALIA PTY LTD which 2 companies carry on business

together under the name Pannawonica Iron Associates (PIA).

(RRMC, Mitsui, NML, CLIA and PIA are collectively referred to in this

Agreement as the Robe Participants.)

RECITALS

A.



The State, RRL and the Robe Participants are now the parties to the

agreement dated 18 November 1964, approved by and scheduled to the

Iron Ore (Robe River) Agreement Act 1964 and which as subsequently



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added to, varied or amended is referred to in this Agreement as the

“Principal Agreement”.

B.



The parties wish to vary the Principal Agreement.



Operative provisions

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 introduce and 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

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 varied as follows:

(1)



in clause 1:

(a)



by deleting the current definition of “direct shipping ore”,

“fine ore” and “fines”;



(b)



by inserting in the appropriate alphabetical positions the

following new definitions:

“approved proposal” means a proposal approved or

determined 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,



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scrubbing, trommelling or drying or by a combination of

2 or more of those processes) by the Company in a plant

constructed pursuant to a proposal approved pursuant to an

Integration Agreement or in such other plant as is approved

by the Minister after consultation with the Minister for

Mines and “beneficiation” and “beneficiate” have

corresponding meanings;

“EP Act” means the Environmental Protection

Act 1986 (WA);

“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;

“Integration Agreement” means:



As at 03 Jan 2014



(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



(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



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(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 and 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;

“iron ore” includes, without limitation, beneficiated ore;

“laws relating to native title” means laws applicable from

time to time in the said State in respect of native title and

includes the Native Title Act 1993 (Commonwealth);

“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%;

“Minister for Mines” means the Minister in the

Government of the said State for the time being responsible

(under whatsoever title) for the administration of the Mining

Act 1978 (WA);

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“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 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

between the State and the Company comes into operation;

and

“washing” means a process of separation by water using

only size as a criterion;

(c)



in the definition of “agreed or determined” by:

(i)



deleting “assessed at” and substituting “assessed on”;

and



(ii)



deleting all the words after “have regard to” and

substituting a colon followed by:

“(i)



As at 03 Jan 2014



in the case of iron ore initially sold at cost

pursuant to paragraph (B) of the proviso to

clause 9(2)(e), the prices for that type of iron

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ore prevailing at the time the price for such iron

ore was agreed between the arm’s length

purchaser referred to in paragraph (B)(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

(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;”;



(d)



in the definition of “Company’s wharf” by inserting “and in

clauses 9(2)(e) and (f) also any additional wharf constructed

by the Company pursuant to this Agreement” before the

semi colon;



(e)



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”; and



(B)



deleting “assessed as” and substituting

“assessed on”;



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



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

paragraph:

“(ii) in the case of iron ore initially sold at cost

pursuant to paragraph (B) of the proviso to

clause 9(2)(e), the price which is payable for

the iron ore by the arm’s length purchaser as

referred to in paragraph (B)(iii) of that proviso

or, where the Minister considers, following

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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 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; and”;

(f)



in the definition of “loading port” by:

(i)



renumbering the existing paragraph (c) as

paragraph (e); and



(ii)



inserting after paragraph (b) the following new

paragraphs:

“(c) the Port of Port Hedland; or

(d)



any other port constructed after the variation

date under an Integration Agreement;”;



(g)



in the definition of “mineral lease” by deleting “clause 10A”

and substituting “clauses 9A or 10A”;



(h)



in the definition of “secondary processing” by deleting

“concentration or other beneficiation of iron ore other than

by crushing or screening” and substituting “beneficiation of

iron ore”;



(i)



in the sentence beginning “marginal notes”, by inserting

“and clause notes” after “marginal notes”; and



(j)



by inserting at the end of clause 1 the following new

paragraphs:

“Words in the singular shall include the plural and words in

the plural shall include the singular according to the

requirements of the context.

Nothing in this Agreement shall be construed:

(a)



As at 03 Jan 2014



to exempt the Company from compliance with any

requirement in connection with the protection of the

environment arising out of or incidental to its

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activities under this Agreement that may be made by

or under the EP Act; or



(2)



(b)



to exempt the State or the Company from compliance

with or to require the State or the Company to do

anything contrary to any laws 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 laws relating to native title; or



(c)



to exempt the Company from compliance with the

provisions of the Aboriginal Heritage

Act 1972 (WA).”;



by deleting clauses 7A and 7AB and substituting the following new

clauses:

“7A. (1)



page 122



If the Company, at any time during the continuance

of this Agreement after the variation date, desires to

significantly modify, expand or otherwise vary its

activities carried on pursuant to this Agreement (other

than under clauses 7AC, 7C or 9D) beyond those

activities specified in any proposals approved

pursuant to clause 6 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 clause 5(2)(a) as the

Minister may require.



(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.



(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.



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(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

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)



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 7AB, within

3 months after the award by notice to the Minister that

it shall not be proceeding with the same.



Consideration of Company’s proposals under clause 7A

7AB.(1)



As at 03 Jan 2014



In respect of each proposal pursuant to subclause (1)

of clause 7A 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 7A(1)

not covered by the said proposal; or



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(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,



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

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(as defined in subclause (7) of clause 9B for the

purpose of that clause) as contemplated by clause 9B.

It may not be so exercised in respect of a proposal if

pursuant to clause 7AD(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 7AD(5)(a)) the subject of the submitted

proposals and those proposals are consistent (as to

their substantive scope and content) with the

information provided to the Minister pursuant to

clause 7AD(5) in respect of that single preferred

development.



As at 03 Jan 2014



(2)



The Minister shall within 2 months after receipt of

proposals pursuant to clause 7A(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



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Minister under paragraph (a) of subclause (1) shall

not be referrable to arbitration under this Agreement.



(3)



(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 14, the Minister may during

the implementation of approved proposals approve

variations to those proposals.”;



by inserting after clause 7AC the following new clause:

“Notification of possible proposals

7AD. (1)



page 126



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, or one of their purposes, the integrated use

of works installations or facilities as contemplated by

clause 9B) 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

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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 9B for the purpose of

that clause) as contemplated by clause 9B.



(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:



(c)



As at 03 Jan 2014



(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 lands the subject of any grant or

proposed grant to the Company.



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.



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(d)



page 128



The Company shall furnish to the Minister with

its notice reasonable particulars of the single

preferred development including, without

limitation:

(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.



(e)



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 officers of the

State in regard to the single preferred

development.



(f)



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



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with the single preferred development

and the Minister’s reasons in that regard.

(g)



(4)



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.”;



in clause 8(1)(b) by:

(a)



in the second line deleting “clause 6” and substituting

“clauses 6 or 7AB”;



(b)



in subparagraph (i):

(i)



inserting “or cause to be granted” after “granted”;



(ii)



in the paragraph beginning “at peppercorn rental”,

deleting “the harbour area”;



(iii)



inserting after that paragraph the following new

paragraph:

“at commercial rentals, licence or easement fees as

applicable – leases, licences or easements within Port

Walcott; and”,



(c)



As at 03 Jan 2014



(iv)



inserting “, the Marine and Harbours Act 1981 (WA)”

after “Jetties Act 1926”; and



(v)



inserting “installations or facilities” before “and

operations hereunder”; and



in the proviso following subparagraph (iii):

(A)



deleting “and iron ore concentrates and iron ore

pellets” after “all iron ore”; and



(B)



deleting “or in the case of iron ore or concentrates

production as the case may be of the iron or iron ore

concentrates or iron ore pellets” and substituting

“of the iron ore”;



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(5)



by inserting after subclause (3) of clause 8 the following new

subclause:

“(3a) The provisions of subclause (1) of this clause shall not

operate so as 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 necessary under any laws relating to

native title to enable that grant or variation to proceed, have

been completed.”;



(6)



by deleting paragraph (e) of clause 9(2) and substituting the

following new paragraphs:

“(e) ship, or procure the shipment of, all iron ore mined from the

mineral lease and sold:

(i)



from the Company’s wharf; or



(ii)



from any other wharf in a loading port which wharf

has been constructed under an Integration Agreement;

or



(iii)



with the Minister’s approval given before submission

of proposals in that regard, from 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 therefor the best price

possible having regard to market conditions from time to

time prevailing PROVIDED THAT:

(A)



this paragraph shall not apply to iron ore used for

secondary processing or for the manufacture of iron

or steel in any part of the said State lying north of the

twenty sixth parallel of latitude; and



(B)



iron ore from the mineral 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)



page 130



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

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(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 subclause (2)(k) 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 in subclause (2)(ea);



Designated purchaser

(ea) if required by notice in writing from the Minister, provide

the Minister within 30 days after receiving the notice with

evidence that the transaction as included in the return

pursuant to paragraph (B)(iii) of subclause (2)(e) was a sale

in the relevant international seaborne iron ore market to an

independent participant in that market. If no evidence 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;”;



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(7)



by deleting paragraph (j) of clause 9(2) and substituting the

following new paragraph:

“(j)



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

(other than iron ore shipped solely for testing purposes) as

follows:

(i)



on lump ore and on fine ore and pisolite fine ore not

sold or shipped separately as such at the rate

of 7.5% of the f.o.b. value;



(ii)



on fine ore and pisolite fine ore sold or shipped

separately as such at the rate of 5.625% of the

f.o.b. value;



(iii)



on beneficiated ore at the rate of 5% of the

f.o.b. value; and



(iv)



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

f.o.b. value.



Where beneficiated ore is produced from an admixture of iron ore

from the mineral 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

mineral 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 mineral lease.

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.

The provisions of regulation 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;”;

(8)



page 132



in clause 9(2)(k):

(a)



by deleting “or iron ore pellets or iron ore concentrates”;



(b)



by inserting “, and also showing such other information in

relation to the abovementioned iron ore as the Minister may

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from time to time reasonably require in regard to, and to

assist in verifying, the calculation of royalties in accordance

with paragraph (j)” after “the due date of return”; and

(c)



by deleting all the words after “on the basis of” and

substituting a colon followed by:

“(i)



in the case of iron ore initially sold at cost pursuant to

paragraph (B) of the proviso to subclause (2)(e), at the

price notified pursuant to paragraph (B)(iii) of that

proviso; and



(ii)



in any other case, 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 the return and by cash) all

such necessary adjustments (and give to the Minister full

details thereof) when the f.o.b. values shall have been finally

calculated, agreed or determined;”;

(9)



in clause 9(2)(n):

(a)



in subparagraph (i):

(i)



by deleting “books of account and records (including

but not limited to contracts) of the Company” and

substituting “books, records, accounts, documents

(including contracts), data and information of the

Company stored by any means”;



(ii)



by deleting “or iron ore pellets or iron ore

concentrates”; and



(iii) by inserting “(in whatever form)” after “copies or

extracts”; and

(b)



by deleting the full stop at the end of subparagraph (ii) and

substituting “; and” and the following new subparagraph:

“(iii) cause to be produced in Perth in the said State all

books, records, accounts, documents (including



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contracts), data and information of the kind referred to

in subparagraph (i) to enable the exercise of rights by

the Minister or the Minister’s nominee under

subparagraph (i), 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.”;

(10) in clause 9(4):

(a)



by deleting paragraph (a) and substituting the following new

paragraph:

“(a) The Company may blend iron ore mined from the

mineral lease with any:



(b)



(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.”; and



in paragraph (b):

(i)



page 134



by deleting “there is” and substituting “there

are”;

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(11)



(ii)



by deleting “between the relevant Government

agreements”; and



(iii)



by deleting “blended and” and substituting

“blended as between each of the sources

referred to in paragraph (a)”; and



(iv)



inserting a comma after “processing”;



by inserting after clause 9 the following new clauses:

“Additional areas

9A. (1)



Notwithstanding the provisions of the Mining Act

1904 or the Mining Act 1978 the Company may from

time to time during the currency of this Agreement

apply to the Minister for:

(a)



areas held by the Company or an associated

company under a mining tenement granted

under the Mining Act 1978;



(b)



the area shaded in red on Plan “A” initialled by

or on behalf of the parties for the purpose of

identification (and being at the variation date

the subject of Mineral Lease 4SA),



to be included in the mineral lease but so that the total

area of the mineral lease, any land that may be

included in the mineral lease pursuant to this

Agreement and of any other mineral lease or mining

lease granted under or pursuant to this Agreement (as

aggregated) 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 approve the application the Minister for

Mines shall upon the surrender of the relevant mining

tenement, or in respect of the area referred to in

paragraph (b) above the surrender of that area from

Mineral Lease 4SA, include the area the subject

thereof in the mineral lease by endorsement 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

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conditions as apply to the mineral 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.

(2)



The Minister may approve, upon application by the

Company from time to time, for the total area referred

to in subclause (1) to be increased up to a limit not

exceeding 1,000 square kilometres.



(3)



The Company shall not mine or carry out other

activities (other than exploration, bulk sampling and

testing) on any area or areas added to the mineral

lease pursuant to subclause (1) of this clause unless

and until proposals with respect thereto are approved

or determined pursuant to the subsequent provisions

of this clause.



(4)



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 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 7A.



Integrated use of works installations or facilities under the

Integration Agreements

9B.



page 136



(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:



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(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 9(4)) of:



As at 03 Jan 2014



(A)



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);



(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); or



(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



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Government agreement) which has been

purchased by the Company from the third

party;

(D)

(b)



page 138



iron ore mined under an Integration

Agreement;



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:

(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), 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



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agreement) which has been purchased by

that Integration Proponent from the third

party;

(iv)

(c)



As at 03 Jan 2014



iron ore mined under an 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)



a Mining Act 1978 mining lease located

in, or proximate to, the 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)



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;

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(2)



page 140



(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 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



(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 7A and 7AB or

clause 9D 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 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.

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(b)



The Company shall not be entitled to:

(i)



(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 9D; or



(iv)



As at 03 Jan 2014



submit proposals to construct any new

port or to establish harbour or port works

installations or facilities, or to expand

modify or otherwise vary harbour or

works installations or facilities otherwise

than within the boundaries of Port

Walcott; or



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



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(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 grant of tenure without the

prior approval of the Minister; or



(vii) 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.

(c)



page 142



Notwithstanding the provisions of clauses 7AB

and 9D, 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

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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 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 13.



For the avoidance of doubt the approval of proposals

under this Agreement shall not be construed as

authorising another Integration Proponent to



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undertake any activities under this Agreement or

under another Integration Agreement.



page 144



(6)



Nothing in this clause shall be construed to exempt

the Company from complying with, or the application

of, the other provisions of this Agreement including,

without limitation, clause 13 and of relevant laws

from time to time of the said State.



(7)



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 or 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 and associated aerodrome

works installations and 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



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camps and in townsites 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

9C.



(1)



For the purposes of this clause “Relevant

Infrastructure” means any works installations or

facilities (as defined in clause 9B(7)):

(a)



constructed or held under another 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):



(d)



As at 03 Jan 2014



(i)



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



(ii)



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



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to the Company submitting proposals as

referred to in subclause (2).

(2)



The Company may as an additional proposal pursuant

to clause 7A 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.



The provisions of clause 7AB 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.

Miscellaneous Licences for Railways

9D. (1)



page 146



In this clause subject to the context:



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“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 Land Administration Act 1977 (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;

“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

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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 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



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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

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)



As at 03 Jan 2014



(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

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whether or not he approves in-principle 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 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 engineering

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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 18 shall not apply to this

subclause.



As at 03 Jan 2014



(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 17,

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 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



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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 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)).



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Company to submit proposals for Railway

(4)



As at 03 Jan 2014



(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)



the Railway including fencing (if any)

and crossing places within the Railway

Corridor;



(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



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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.



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(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 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

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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)



(f)



At the time when the Company submits the last

of the said proposals pursuant to this subclause,

it shall:

(i)



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



(ii)



furnish to the Minister the written

consents referred to in subclause (3)(c)(i)

and (3)(c)(ii).



The provisions of clause 7AB shall apply

mutatis mutandis to detailed proposals

submitted under this subclause.



Additional Railway Proposals

(5)



As at 03 Jan 2014



(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).

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page 156



(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

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.



(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

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of clause 7AB shall mutatis mutandis apply to

detailed proposals submitted pursuant to this

subclause.

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 03 Jan 2014



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 158



(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 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

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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 03 Jan 2014



(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 part or parts of them without the prior

consent of the Minister.



(f)



(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



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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.

(g)



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)



(ii)



page 160



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 approved

by and scheduled to the Iron Ore

(Robe River) Agreement Act 1964,

as from time to time added to,

varied or amended)”;



(C)



deleting “for any one or more of

the purposes prescribed” and

substituting “for the purpose

specified in clause 9D(6)(a)(i),

clause 9D(6)(a)(ii) or

clause 9D(6)(b), of 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”;



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

“prescribed form” and substituting “form

required by the agreement approved by

and scheduled to the Iron Ore (Robe



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River) Agreement Act 1964, 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 such terms and conditions are

inconsistent with, 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”;



(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 approved by

and scheduled to the Iron Ore (Robe

River) Agreement Act 1964, as from time

to time added to, varied or amended”;

(viii) by deleting mining regulations 37(2),

37(3), 42 and 42A; and

(ix)



As at 03 Jan 2014



by inserting at the beginning of mining

regulations 41(c) and (f) the words

“subject to 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”.



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(h)



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

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)



page 162



(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

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manner and in accordance 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 the Company’s operations

generally (except as otherwise may be provided

in that Act or regulations made under it).

(c)



As at 03 Jan 2014



The Company shall provide crossings for

livestock and also for any roads, other railways,

conveyors, pipelines and other utilities which

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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.



page 164



(d)



Subject to clause 9C, 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 10(j) but subject to clause 9C) 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 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.



(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

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permit this to occur, other than for the purpose

of maintenance, repair, upgrade or renewal.



As at 03 Jan 2014



(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 roads and

Additional Infrastructure (if any).



(j)



Subject to clause 9C, 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



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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.

(k)



The provisions of clauses 9(2)(a) and (3)

regarding third party access as well as the

proviso to clause 9(2)(a) 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)



For the purposes of this clause the Aboriginal

Heritage Act 1972 (WA) applies as if it were modified

by:

(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 approved by and scheduled to the

Iron Ore (Robe River) Agreement Act 1964, as

from time to time added to, varied or amended

in relation to the use or proposed use of land

pursuant to clause 9D of that agreement after

and in accordance with approved proposals

under clause 9D 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)



page 166



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”;

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(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 defined in clause 9D(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 03 Jan 2014



(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

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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.

(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 Act” the following “or that Agreement as the case may

be”.



(c)



page 168



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.



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Notification of Railway Operation Date

(10)



(a)



(i)



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 03 Jan 2014



The Company shall from the date occurring

6 months before the date for completion of

construction of a Railway 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:



(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

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construction or commissioning purposes) has

occurred”;

(12) in clause 10(a)(i) by deleting the comma at the end of

subparagraph (c) and substituting a semi colon

followed by:

“(D)



in relation to electrical energy but not water,

the Company 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 a Government 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,”;



(13) in clause 10(d) by inserting “or held pursuant hereto”

after “hereunder or pursuant hereto”;



page 170



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(14)



in clause 10(e) by:

(a)

inserting “or pursuant hereto” after

“granted hereunder”; and

(b)



(15)



(16)



inserting “ or held pursuant hereto” after

“clause 13 hereof”;



in clause 10(l) by:

(a)



inserting “granted under or pursuant to this

Agreement, or held pursuant to this Agreement”

after “licence or other title”;



(b)



inserting “or held pursuant hereto” after each of

the two references to “granted hereunder or

pursuant hereto”; and



(c)



deleting “occupied by the Company” and

substituting “the subject of any lease licence

easement or other title granted under or

pursuant to this Agreement or held pursuant to

this Agreement”;



by deleting clause 11A;



(17) by inserting the following sentence at the end of

clause 12:

“As a separate independent indemnity the Company

will 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 use, making

available for use or other activities of the Company as

referred to in clause 9B.”;

(18) in clause 14(1) by inserting “or held pursuant hereto”

after “granted hereunder or pursuant hereto”; and

(19) by inserting after the Schedule the following new

schedules:



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“SECOND SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER

PURPOSES

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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

Railway (as defined in clause 9D(1) of the Agreement and otherwise as

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

the Company pursuant to clause 9D(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 (Robe River) Agreement Act 1964,

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 9D(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

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

in accordance with clause 9D(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.



-



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.]



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Conditions

1.



2.



3.



(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 9D(6)(h) or clause 9D(6)(i) of the Agreement.



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 9D(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.

[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



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THIRD SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 9D(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 (Robe River) Agreement Act 1964,

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 9D(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.



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Seventh Schedule Sixth variation agreement



-



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

[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



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FOURTH SCHEDULE

WESTERN AUSTRALIA

IRON ORE (ROBE RIVER) AGREEMENT ACT 1964

MINING ACT 1978

MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD

No.



MISCELLANEOUS LICENCE [ ]



WHEREAS by the Agreement (hereinafter called “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, 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 9D(6)(b) 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 (Robe River) Agreement Act 1964,

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 9D(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.



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Iron Ore (Robe River) Agreement Act 1964

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-



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

[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



”.



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Iron Ore (Robe River) Agreement Act 1964

Sixth variation agreement Seventh Schedule



EXECUTED as a deed.

SIGNED by THE HONOURABLE

COLIN JAMES BARNETT

in the presence of:



)

)

)



[Signature]



[Signature]

STEPHEN WOOD

Signed for ROBE RIVER LIMITED

ACN 008 478 493 by its attorney in the

presence of:



)

)

)



[Signature]



[Signature]



Witness Signature



Attorney Signature



HELEN FERNIHOUGH



ALAN DAVIES



Print Name



Print Name



THE COMMON SEAL of ROBE

RIVER MINING CO PTY. LIMITED

ACN 008 694 246 was hereunto affixed

by authority of the Directors in the:

presence of:

[Signature]



)

)

)

)

)



[C.S.]



ALAN DAVIES



Director

[Signature]



HELEN FERNIHOUGH



Secretary

THE COMMON SEAL of

MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 was hereunto affixed

by authority of the Directors in the

presence of:



)

)

)

)

)

)



[C.S.]



[Signature]



YOICHI HASHIMOTO



Director

[Signature]



JOHN SMITH



Director/Secretary

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Iron Ore (Robe River) Agreement Act 1964

Seventh Schedule Sixth variation agreement



Signed by NORTH MINING

LIMITED ACN 000 081 434 by

its attorney in the presence of:



)

)

)



[Signature]



[Signature]



Witness Signature

HELEN FERNIHOUGH



Attorney Signature

ALAN DAVIES



Print Name



Print Name



CAPE LAMBERT IRON ASSOCIATES

Signed by NIPPON STEEL

AUSTRALIA PTY. LTD.

ACN 001 445 049 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



)

)

)

)

)

)

)

)



[C.S.]



[Signature]



YOICHI HASHIMOTO



Director

[Signature]



JOHN SMITH



Director/Secretary

Signed by SUMITOMO METAL

AUSTRALIA PTY. LTD.

ACN 001 444 604 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:

[Signature]



)

)

)

)

)

)

)

)



[C.S.]



YOICHI HASHIMOTO



Director

[Signature]



JOHN SMITH



Director/Secretary



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Iron Ore (Robe River) Agreement Act 1964

Sixth variation agreement Seventh Schedule



The COMMON SEAL of MITSUI

)

IRON ORE DEVELOPMENT PTY.

)

LTD. ACN 008 734 361 was hereunto

)

[C.S.]

affixed by authority of the Directors in

)

the presence of:

)

YOICHI HASHIMOTO

[Signature]

Director

[Signature]

JOHN SMITH

Director/Secretary

PANNAWONICA IRON ASSOCIATES

Signed by NIPPON STEEL

AUSTRALIA PTY. LTD.

ACN 001 445 049 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:

[Signature]

Director

[Signature]

Director/Secretary



)

)

)

)

)

)

)



[C.S.]



YOICHI HASHIMOTO

JOHN SMITH



Signed by SUMITOMO METAL

AUSTRALIA PTY. LTD.

ACN 001 444 604 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



)

)

)

)

)

)

)

)



[C.S.]



YOICHI HASHIMOTO

[Signature]

Director

[Signature]

JOHN SMITH

Director/Secretary

[Seventh Schedule inserted: No. 61 of 2010 s. 10.]

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Iron Ore (Robe River) Agreement Act 1964

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Seventh variation agreement



Eighth Schedule — Seventh variation agreement

[s. 4D]

[Heading inserted: No. 61 of 2011 s. 10]

2011



THE HONOURABLE COLIN JAMES BARNETT

PREMIER OF THE STATE OF WESTERN AUSTRALIA



AND



ROBE RIVER LIMITED

ACN 008 478 493



ROBE RIVER MINING CO PTY. LIMITED

ACN 008 694 246



MITSUI IRON ORE DEVELOPMENT PTY. LTD.

ACN 008 734 361



NORTH MINING LIMITED

ACN 000 081 434



NIPPON STEEL AUSTRALIA PTY. LTD.

ACN 001 445 049



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



SUMITOMO METAL AUSTRALIA PTY. LTD.

ACN 001 444 604



________________________________________________________________

IRON ORE (ROBE RIVER) AGREEMENT 1964

RATIFIED VARIATION AGREEMENT

________________________________________________________________



[Solicitor’s details]



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Iron Ore (Robe River) Agreement Act 1964

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Seventh variation agreement



THIS AGREEMENT is made this 8th 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

ROBE RIVER LIMITED ACN 008 478 493 of Level 33, 120 Collins Street,

Melbourne, Victoria (RRL)

AND

ROBE RIVER MINING CO PTY. LIMITED ACN 008 694 246 of Level 27,

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

MITSUI IRON ORE DEVELOPMENT PTY. LTD. ACN 008 734 361 of

Level 26, Exchange Plaza, 2 The Esplanade, Perth, Western Australia (Mitsui),

NORTH MINING LIMITED ACN 000 081 434 of Level 33, 120 Collins

Street, Melbourne, Victoria (NML),

NIPPON STEEL AUSTRALIA PTY. LTD. ACN 001 445 049 of Level 24,

1 York Street, Sydney, New South Wales, SUMITOMO METAL

AUSTRALIA PTY. LTD. ACN 001 444 604 of Level 39, Australia Square,

264 George Street, Sydney, New South Wales, and the said MITSUI IRON

ORE DEVELOPMENT PTY. LTD. which 3 companies carry on business

under the name of Cape Lambert Iron Associates (CLIA), and

the said NIPPON STEEL AUSTRALIA PTY LTD and SUMITOMO

METAL AUSTRALIA PTY LTD which 2 companies carry on business

together under the name Pannawonica Iron Associates (PIA).

(RRMC, Mitsui, NML, CLIA and PIA are collectively referred to in this

Agreement as the Robe Participants.)



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Eighth Schedule

Seventh variation agreement



RECITALS:

A.



The State, RRL and the Robe Participants are now the parties to the

agreement dated 18 November 1964, approved by and scheduled to

the Iron Ore (Robe River) Agreement Act 1964 and which as

subsequently added to, varied or amended is referred to in this

Agreement as the “Principal Agreement”.



B.



The parties 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.



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.



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3. Variation of Principal Agreement

The Principal Agreement is varied as follows:

(1) in clause 1 by:

(a)



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 1978; 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)



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 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);

“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 and the Company

comes into operation;



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“Special Advance Tenure” means:

(a)



a miscellaneous licence or general purpose lease

requested under clause 8(2b) to be granted to the

Company under the Mining Act 1978; or



(b)



an easement or a lease requested under clause 8(2b)

to be granted to the Company under the LAA,



and as the context requires such tenure if granted;

(b)



inserting after the words “reference in this Agreement to an

Act shall include the amendments to such 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” the words “(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 and the Mining Act

notwithstanding references in this Agreement to the LAA and

the Mining Act 1978);”;



(2) by inserting after clause 7F the following new clauses:

“Community development plan

7G.



(1)



(2)



As at 03 Jan 2014



In this clause, the term “community and social

benefits” includes:

(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.



The Company acknowledges the need for community

and social benefits flowing from this Agreement.

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(3)



page 188



The Company agrees that:

(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.



(4)



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

hereunder the question of the reasonableness of the

changes required by the Minister.



(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 clauses 7A or 9D, 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



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Seventh variation agreement



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.



Local participation plan

7H.



As at 03 Jan 2014



(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.



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page 190



(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

quote for works, materials, plant,

equipment and supplies;



(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



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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.

(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 clauses 7A or 9D, the Company must,

unless the Minister otherwise requires, give to the

Minister information about the 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.



(6)



During the currency of this Agreement the Company

shall implement the plan provided under this clause.



(7)



The Company shall:

(a)



As at 03 Jan 2014



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



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requiring the third party to undertake

procurement activities in accordance with

the plan provided under this clause; and

(b)



(3)



use reasonable endeavours to ensure that

the third party complies with those

provisions.”;



in clause 8(1)(b) by:

(a)



inserting a comma after “Mining Act”; and



(b)



inserting after subparagraph (iii) the following new

paragraph:

“and notwithstanding clause 9B(2)(b)(iv), detailed proposals

may refer to activities on tenure which is proposed to be

granted pursuant to this paragraph (b) as if that tenure was

granted pursuant to this Agreement (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);”;



(4)



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

“Application for Eligible Existing Tenure to be held pursuant to

this Agreement

(2a) (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 1978 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.



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(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:

(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 9B(2)(b)(iv) as

tenure held pursuant to this Agreement.



Application for Special Advance Tenure to be granted pursuant to

this Agreement

(2b)



As at 03 Jan 2014



Without limiting clause 8(1)(c), the Minister may at the

request of the Company from time to time made during the

continuance of this Agreement approve Special Advance



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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 9D) 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:



(2c)



page 194



(c)



notwithstanding the Mining Act 1978 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 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.



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

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obligations, under this Agreement or otherwise under the

laws from time to time of the said State.”;

(5)



(6)



in clause 8 by:

(a)



deleting in subclause (3) “subclause (2)” and substituting

“subclauses (2), (2a) and (2b)”; and



(b)



deleting in subclause (3a) “subclause (1)” and substituting

“subclauses (1), (2a) and (2b)”;



in clause 9(2) by:

(a)



deleting in paragraph (a) the words “allow crossing places for

roads stock and other railways and”;



(b)



inserting after paragraph (a) the following new paragraph:

“Crossings over Railway

(aa)



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 Company’s railway the Company shall:

(i)



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

Company’s 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



(ii)



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;”;



As at 03 Jan 2014



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Iron Ore (Robe River) Agreement Act 1964

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Seventh variation agreement



(c)



deleting paragraph (j)(ii) and substituting the following

subparagraph:

“(ii)



(7)



on fine ore and 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 9D by:

(a)



deleting in subclause (1) “ “LAA” means the Land

Administration Act 1997 (WA)”;



(b)



inserting after subclause (3)(c) the following new paragraph:

“(d)



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)



page 196



the rights of the Company in

relation to the affected land as the

holder of the miscellaneous

licence, relative to its rights as the

holder of the sought Special



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Iron Ore (Robe River) Agreement Act 1964

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Seventh variation agreement



Railway Licence or Lateral Access

Road Licence (as the case may be);

and

(B)



(c)



deleting in subclause (4)(a) the comma after “the provisions

of this Agreement” and substituting “and”; and



(d)



in subclause (7):

(i)



deleting all words in paragraph (c) after “at the date

of such inclusion”; and



(ii)



inserting after paragraph (k) the following new

paragraph:

“(l)



(8)



the terms of any agreement

between the Company and the title

holder.”;



The provisions of clause 9(2)(aa) shall

apply mutatis mutandis to any Railway or

Railway spur line constructed pursuant to

this clause.”; and



in clause 10B by deleting “clause 9(2)(a)” and substituting

“clauses 9(2)(a) and (aa)”.



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

As at 03 Jan 2014



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



Signed for ROBE RIVER LIMITED )

ACN 008 478 493 by its attorney in the )

presence of:

)



[Signature]



[Signature]



Witness signature



Attorney signature



Christopher Richards



Paul Shannon



Print Name



Print Name



THE COMMON SEAL of ROBE

)

RIVER MINING CO PTY. LIMITED)

ACN 008 694 246 was hereunto affixed )

by authority of the Directors in the

)

presence of:

)



[Signature]



[C.S.]



Andrew Kite



Director



[Signature]



Helen Fernihough



Secretary



page 198



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



THE COMMON SEAL of

MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 was hereunto affixed

by authority of the Directors in the

presence of:



)

)

)

)

)

)



[Signature]



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Director/Secretary



Signed by NORTH MINING

LIMITED ACN 000 081 434 by

its attorney in the presence of:



)

)

)



[Signature]



[Signature]



Witness signature



Attorney signature



Christopher Richards



Paul Shannon



Print Name



Print Name



As at 03 Jan 2014



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



CAPE LAMBERT IRON ASSOCIATES

Signed by NIPPON STEEL

AUSTRALIA PTY. LTD.

ACN 001 445 049 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENTS PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



)

)

)

)

)

)

)

)



[Signature]



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Director/Secretary



Signed by SUMITOMO METAL

AUSTRALIA PTY. LTD.

ACN 001 444 604 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENTS PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



[Signature]



)

)

)

)

)

)

)

)



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Director/Secretary

page 200



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



THE COMMON SEAL of MITSUI

IRON ORE DEVELOPMENT PTY.

LTD. ACN 008 734 361 was hereunto

affixed by authority of the Directors in

the presence of:



)

)

)

)

)



[Signature]



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Secretary



PANNAWONICA IRON ASSOCIATES



Signed by NIPPON STEEL

AUSTRALIA PTY. LTD.

ACN 001 445 049 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENTS PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



[Signature]



)

)

)

)

)

)

)

)



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Secretary



As at 03 Jan 2014



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Iron Ore (Robe River) Agreement Act 1964

Eighth Schedule

Seventh variation agreement



Signed by SUMITOMO METAL

AUSTRALIA PTY. LTD.

ACN 001 444 604 by its duly appointed

attorney MITSUI IRON ORE

DEVELOPMENT PTY. LTD.

ACN 008 734 361 hereunto affixing

its Seal by authority of the Directors

in the presence of:



[Signature]



)

)

)

)

)

)

)

)



[C.S.]



Hirofumi Fujita



Director



[Signature]



John William Smith



Secretary

[Eighth Schedule inserted: No. 61 of 2011 s. 10.]



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Iron Ore (Robe River) Agreement Act 1964



Notes

1



This reprint is a compilation as at 3 January 2014 of the Iron Ore (Robe River)

Agreement Act 1964 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 (Cleveland

Cliffs) Agreement

Act 1964 5



91 of 1964

(13 Eliz. II

No. 91)



14 Dec 1964 14 Dec 1964



Decimal Currency

Act 1965



113 of 1965



21 Dec 1965 Act other than s. 4-9: 21 Dec

1965 (see s. 2(1));

s. 4-9: 14 Feb 1966 (see s. 2(2))



Iron Ore (ClevelandCliffs) Agreement Act

Amendment Act 1969



7 Nov 1969

79 of 1969

(Repealed by

No. 35 of

19706)



Iron Ore (ClevelandCliffs) Agreement Act

Amendment Act 1970



35 of 1970



27 May 1970 27 May 1970



Iron Ore (ClevelandCliffs) Agreement Act

Amendment Act 1973



68 of 1973



28 Nov 1973 Act other than s. 3, 4 and 6:

28 Nov 1973 (see s. 2(1));

s. 3, 4 and 6: 30 Apr 1984

(see s. 2(2) and Act No. 37 of

1984 s. 4)



Iron Ore (ClevelandCliffs) Agreement

Amendment Act 1984



37 of 1984



20 Jun 1984



20 Jun 1984



Iron Ore (ClevelandCliffs) Agreement

Amendment Act 1985



95 of 1985



4 Dec 1985



4 Dec 1985 (see s. 2)



Iron Ore (ClevelandCliffs) Agreement

Amendment Act 1987



87 of 1987



9 Dec 1987



9 Dec 1987 (see s. 2)



7 Nov 1969



Reprint of the Iron Ore (Robe River) Agreement Act 1964 as at 3 Aug 2001

(includes amendments listed above)

Standardisation of

Formatting Act 2010 s. 4

and 42(2)



As at 03 Jan 2014



19 of 2010



28 Jun 2010



11 Sep 2010 (see s. 2(b) and

Gazette 10 Sep 2010 p. 4341)



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Iron Ore (Robe River) Agreement Act 1964



Short title



Number

and year



Assent



Commencement



Iron Ore Agreements

Legislation Amendment

Act 2010 Pt. 10



34 of 2010



26 Aug 2010 1 Jul 2010 (see s. 2(b)(ii))



Iron Ore Agreements

Legislation Amendment

Act (No. 2) 2010 Pt. 3



61 of 2010



10 Dec 2010 11 Dec 2010 (see s. 2(c))



Iron Ore Agreements

Legislation Amendment

Act 2011 Pt. 3



61 of 2011



14 Dec 2011 15 Dec 2011 (see s. 2(b))



Reprint 2: The Iron Ore (Robe River) Agreement Act 1964 as at 3 Jan 2014

(includes amendments listed above)

2



The Mining Act 1904 was repealed by the Mining Act 1978.



3



The Interpretation Act 1918 was repealed by the Interpretation Act 1984.



4



5



6



Marginal notes in the agreement have been represented as bold headnotes in this

reprint but that does not change their status as marginal notes.

Now known as the Iron Ore (Robe River) Agreement Act 1964; short title changed

(see note under s. 1).

See s. 2A.



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Iron Ore (Robe River) Agreement Act 1964



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................................................................................................. 2, 4A(1)

Company ............................................................................................................... 2

fifth variation agreement ....................................................................................... 2

first variation agreement ....................................................................................... 2

fourth variation agreement .................................................................................... 2

second variation agreement................................................................................... 2

seventh variation agreement ................................................................................. 2

sixth variation agreement ...................................................................................... 2

third variation agreement ...................................................................................... 2



As at 03 Jan 2014



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page 205