Sch ThirdSecond variation agreement

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. (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. (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: | Cliffs Western Australian Mining Co. Pty. Ltd.... | 30% | | --- | --- | | Mitsui Iron Ore Development Pty.Ltd.................. | 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. (e) 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”). 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** 3 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** 3 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 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 (b) 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).; (3) 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”; (4) 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 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** 3 (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** 3 (ii) 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*; **Water for the port and port townsite** 3 (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** 3 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 *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 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 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*. 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 —<br>Minister for Development and Decentralisation.<br>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 —<br> Director.<br> Secretary. | ![]() | | | The Common Seal of MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed by Authority of the Directors and in the presence of —<br> Director.<br> Secretary. | ![]() | | | The Common Seal of ROBE RIVER LIMITED was hereunto affixed by Authority of the Directors and in the presence of —<br> Director.<br> Secretary. | ![]() | | | The Common Seal of MT. ENID IRON CO. PTY. LTD, was hereunto affixed by Authority of the Directors and in the presence of —<br> Director.<br> Director. | ![]() | | [Third Schedule inserted: No. 68 of 1973 s. 7.] Fourth Schedule — Third variation agreement [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. (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: RRL 35% Mt. Enid Iron Co. Pty. Ltd. (hereinafter called “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; (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”). 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. 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) 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;”. (2) Clause 6 — by deleting “(1) Within” and substituting “Within”. (3) By inserting after clause 7B the following clauses — “**Further proposals relating to port townsite** 3 7C. (1) The Company may submit to the Minister from time to time detailed proposals with respect to the port townsite relating to — (a) the transfer to or vesting in the State or the appropriate instrumentality of the State or 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; (b) 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 — (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. (4) 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 said proposals, the said proposals shall not be referable to arbitration hereunder but shall lapse. (5) The Company shall implement proposals approved pursuant to this clause in accordance with the terms thereof. 7D. 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** 3 (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** 3 (b) 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 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** 3 (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** 3 (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** 3 7E. Where pursuant to any approved proposal as to any of the matters referred to in clause 7C hereof or as varied pursuant 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 — (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. 7F. 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 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) 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.”; (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 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 — (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 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.”. 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. | 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.] 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. (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. (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 BHP Minerals Limited (then called “Dampier Mining Company Limited”) (hereinafter referred to as “BHPM”). (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 (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: 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”) 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: 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). 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. 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) by inserting after “the Company” the following — “ and/or CRRIA, ”; and (iii) by deleting the last word “sublease” and substituting the following — “ subleases ”. (2) Clause 8 subclause (1) — (a) by deleting in paragraph (a) “the sublease” and substituting the following — “ any subleases ”; (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 | 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 | 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.] Sixth Schedule — Fifth variation agreement [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, 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”). (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 (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 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);”; (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) 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;”. (2) 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) approve of the said proposals either wholly or in part without qualification or reservation; or (b) defer consideration of or decision upon the same until such time as the Company submits a further proposal or proposals in respect of some other of the matters mentioned in 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 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. (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. 7AC. (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 — (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. (3) 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 measures to be taken for protection and management of the environment, including investigations, research and monitoring, for the ensuing 3 years. (4) 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.”. (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) by deleting the second proviso to paragraph (b); (c) 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). (6) 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) by deleting paragraph (i) and substituting the following paragraph — “(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; (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) by deleting the three provisos appearing after subparagraph (xi); (e) 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) by deleting paragraph (p). (8) 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 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 — “other than those on the plant site and”. (10) Clause 13 — (a) subclause (1) — “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 — “and inability (common in the iron ore pellets export industry) to profitably sell iron ore pellets”. 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. 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. 2. 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. 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 — | ![]() | | D. CALVIN Secretary | THE COMMON SEAL of MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed by authority of the Directors and in the presence of — | ![]() | | | 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. R EDWARDS 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 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. | | | | THE COMMON SEAL of MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed by authority of the Directors and in the presence of — | ![]() | | | 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 — | ![]() | | | 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 — | ![]() | | | 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 — | ![]() | | | 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. | | | | THE COMMON SEAL of MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed by the authority of the Directors and in the presence of — | ![]() | | [Sixth Schedule inserted: No. 87 of 1987 s. 8.] Seventh Schedule — Sixth variation agreement [Heading inserted: No. 61 of 2010 s. 10.] **2010** **THE HONOURABLE COLIN JAMES BARNETT PREMIER OF THE STATE OF WESTERN AUSTRALIA** **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** **RATIFIED VARIATION AGREEMENT** **THIS AGREEMENT** is made this 17th day of November 2010 **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**) **ROBE RIVER LIMITED** ACN 008 478 493 of Level 33, 120 Collins Street, Melbourne, Victoria (**RRL**) **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 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, 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: (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 (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); “**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) 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 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) in paragraph (i): (A) inserting “subject to paragraph (ii)”, before “in the case of”; and (B) deleting “assessed as” and substituting “assessed on”; (ii) 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 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) to exempt the Company from compliance with any requirement in connection with the protection of the environment arising out of or incidental to its activities under this Agreement that may be made by or under the EP Act; or (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).”; (2) by deleting clauses 7A and 7AB and substituting the following new clauses: “7A. (1) 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. (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) 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 (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 (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. (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 Minister under paragraph (a) of subclause (1) shall not be referrable to arbitration under this Agreement. (5) If by the award made on the arbitration pursuant to subclause (4) the dispute is decided in favour of the Company the decision shall take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. (6) The Company shall implement the approved proposals in accordance with the terms thereof. (7) Notwithstanding clause 14, the Minister may during the implementation of approved proposals approve variations to those proposals.”; (3) by inserting after clause 7AC the following new clause: “**Notification of possible proposals** 7AD. (1) If the Company, upon completion of a pre‑feasibility study in respect of any matter that would require the submission and approval of proposals pursuant to this Agreement (being proposals which will have as their purpose, 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 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: (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. (c) At any time prior to submission of proposals the Company may give to the Minister notice of its single preferred development and request the Minister to confirm that the Minister has no public interest concerns with that single preferred development. (d) The Company shall furnish to the Minister with its notice reasonable particulars of the single preferred development including, without limitation: (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 with the single preferred development and the Minister’s reasons in that regard. (g) 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.”; (4) 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”, (iv) inserting “, the *Marine and Harbours Act 1981* (WA*)*” after “*Jetties Act 1926*”; and (v) inserting “installations or facilities” before “and operations hereunder”; and (c) 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”; (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) the Minister is notified before the time of shipment that the sale is to be made at cost, providing details of the proposed sale; and (ii) the Minister is notified of the proposed arm’s length purchaser in the relevant international seaborne iron ore market of the iron ore the subject of the proposed sale at cost; and (iii) there is included in the return lodged pursuant to 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;”; (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) 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 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 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: (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 (b) in paragraph (b): (i) by deleting “there is” and substituting “there are”; (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”; (11) 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 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. (1) Subject to subclauses (2) to (7) of this clause and to the other provisions of this Agreement, the Company may during the continuance of this Agreement: (a) use any existing or new works installations or facilities constructed or held: (i) under this Agreement; or (ii) under any other Integration Agreement which are made available for such use and during the continuance of such Integration Agreement; or (iii) with the approval of the Minister, under a Government agreement (excluding an Integration Agreement) which are made available for such use and during the continuance of that agreement, (wholly or in part) in the activities of the Company carried on by it pursuant to this Agreement including, without limitation, as part of those activities, transporting by railway and shipping from a loading port and undertaking any ancillary and incidental activities in doing so (including, without limitation, blending permitted by clause 9(4)) of: (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 Government agreement) which has been purchased by the Company from the third party; (D) iron ore mined under an Integration Agreement; (b) 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 agreement) which has been purchased by that Integration Proponent from the third party; (iv) iron ore mined under an Integration Agreement; (c) 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; (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. (2) (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. (b) The Company shall not be entitled to: (i) 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 (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) submit proposals to make a connection as referred to in subclause (1)(d) or a construction, expansion, modification or other variation as referred to in subclause (1)(e) otherwise than on tenure granted under or pursuant to this Agreement from time to time or held pursuant to this Agreement from time to time; or (v) submit proposals to make a connection referred to in subclause (1)(d) or a construction, expansion, modification or other variation as referred to in subclause (1)(e) for the purpose of use as contemplated by subclause (1)(c)(i), if in the reasonable opinion of the Minister the activity which is the subject of the proposals would give to the holder or holders of the relevant *Mining Act 1978* mining lease the benefit of rights or powers granted to the Company under this Agreement, over and above the right of access to and use of the relevant works, installations or facilities; or (vi) submit proposals to make a connection as referred to in subclause (1)(d) or a construction, expansion, modification or other variation as referred to in subclause (1)(e) for the purpose of use as contemplated by subclause (1)(c) and involving the 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) 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 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 undertake any activities under this Agreement or under another Integration Agreement. (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 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): (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 (d) in respect of which that other Integration Proponent has notified the Minister it consents to the Company submitting proposals as referred to in subclause (2). (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) In this clause subject to the context: “Additional Infrastructure” means: (a) Train Loading Infrastructure; (b) Train Unloading Infrastructure; (c) a conveyor, train unloading and other infrastructure necessary for the transport of iron ore, freight goods or other products from the Railway (directly or indirectly) to port facilities within a loading port, in each case located outside a Port; “LAA” means *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 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 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) (a) If the Company wishes, from time to time during the continuance of this Agreement, to proceed under this clause with a plan to develop a Railway it shall give notice thereof to the Minister and furnish to the Minister with that notice an outline of its plan. (b) The Minister shall within one month of a notice under paragraph (a) advise the Company whether or not he approves 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 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. (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 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)). **Company to submit proposals for Railway** (4) (a) The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to subclause 3(a), submit to the Minister by the latest date applying under subclause (2)(c) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to the undertaking of the relevant Railway Operation, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely: (i) 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 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. (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 obtained from or carried out outside Australia, together with its reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto. (e) At the time when the Company submits the last of the said proposals pursuant to this subclause, it shall: (i) 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). (f) The provisions of clause 7AB shall apply mutatis mutandis to detailed proposals submitted under this subclause. **Additional Railway Proposals** (5) (a) If the Company at any time during the currency of a Special Railway Licence desires to construct a Railway spur line (connecting to the Railway the subject of that Special Railway Licence) or desires to significantly modify, expand or otherwise vary its activities within the land the subject of the Special Railway Licence that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a Railway spur line) beyond those activities specified in any approved proposals for that Railway, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including, without limitation, such matters mentioned in subclause (4)(a) as are relevant or as the Minister otherwise requires). (b) If the notice relates to a Railway spur line, or to the construction of Train Loading Infrastructure or Train Unloading Infrastructure on land outside the then Railway Corridor, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves in‑principle the proposed construction of such spur line, Train Loading Infrastructure or Train 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 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) 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*: (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 (ii) 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*. (b) 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 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*. (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 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) 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”; (ii) 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 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) 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”. (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) (a) Subject to and in accordance with approved proposals, the Rail Safety Act and the grant of the relevant Special Railway Licence and any associated Lateral Access Road Licences the Company shall in a proper and workmanlike manner and in accordance 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) The Company shall provide crossings for livestock and also for any roads, other railways, conveyors, pipelines and other utilities which exist at the date of grant of the relevant Special Railway Licence or in respect of land subsequently included in it at the date of such inclusion and the Company shall on reasonable terms and conditions allow such crossings for roads, railways, conveyors, pipelines and other utilities which may be constructed for future needs and which may be required to cross a Railway constructed pursuant to this clause. (d) Subject to clause 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 permit this to occur, other than for the purpose of maintenance, repair, upgrade or renewal. (h) The Company shall, subject to and in accordance with approved proposals, in a proper and workmanlike manner, construct any Additional Infrastructure, access roads, Lateral Access Roads and other works approved for construction under this clause. (i) The Company shall while the holder of a Special Railway Licence at all times keep and maintain in good repair and working order and condition (which obligation includes, where necessary, replacing or renewing all parts which are worn out or in need of replacement or renewal due to their age or condition) the Railway, access roads and Additional Infrastructure (if any) the subject of that licence and all such other works installations plant machinery and equipment for the time being the subject of this Agreement and used in connection with the operation use and maintenance of that Railway, access 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 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) the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the words “or the Company as the case may be” after the words “owner of any land”; (c) the insertion in section 18(3) of the words “or the Company as the case may be” after the words “the owner”; (d) the insertion of the following sentences at the end of section 18(3): “In relation to a notice from the Company the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Company’s use of the relevant land to after the approval or deemed approval as the case may be under the abovementioned agreement of all of the Company’s submitted initial proposals thereunder for the Railway Operation (as 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) (a) The State is hereby empowered, as and for a public work under Parts 9 and 10 of the LAA, to take for the purposes of this clause any land (other than any part of a Port) which in the opinion of the Company is necessary for the relevant Railway Operation and which the Minister determines is appropriate to be taken for the relevant Railway Operation (except any land the taking of which would be contrary to the provisions of a Government agreement entered into before the submission of the proposals relating to the proposed taking) and notwithstanding any other provisions of that Act may license that land to the Company. (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) The Company shall pay to the State on demand the costs of or incidental to any land taken at the request of and on behalf of the Company including but not limited to any compensation payable to any holder of native title or of native title rights and interests in the land. **Notification of Railway Operation Date** (10) (a) 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) 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: (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. (d) The Company shall on the Railway spur line Operation Date in respect of any Railway spur line notify the Minister that the first carriage of iron ore, freight goods or other products as the case may be over such spur line (other than for construction or commissioning purposes) has occurred”; (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”; (14) in clause 10(e) by: (a) inserting “or pursuant hereto” after “granted hereunder”; and (b) inserting “ or held pursuant hereto” after “clause 13 hereof”; (15) 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”; (16) 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: “**SECOND SCHEDULE** **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 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. ‑ 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. ‑ The terms “approved proposals”, “Railway”, “Railway Operation Date”, and “Railway spur line” have the meanings given in the Agreement. 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.] 1. (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. 2. The Company shall as soon as possible after the construction of a Railway spur line or of an expansion or extension thereof as the case may be surrender in accordance with the *Mining Act 1978* the land the subject of this licence that was included in this licence pursuant to clause 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. 3. [Any further conditions which the Minister for Mines may, consistent with the provisions of the Agreement, determines and thereafter impose in respect of this licence including during the term of the Agreement.] Land description Mineral Field **MINISTER FOR MINES** **THIRD SCHEDULE** **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. ‑ 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. 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.] [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.] Description of land Mineral Field: **MINISTER FOR MINES** **FOURTH SCHEDULE** **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. ‑ 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. 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.] [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.] Description of land Mineral Field: **MINISTER FOR MINES** ”. **SIGNED** by **THE HONOURABLE** ) **COLIN JAMES BARNETT** ) [Signature] | [Signature] | | --- | | STEPHEN WOOD | Signed for **ROBE RIVER LIMITED** ) ACN 008 478 493 by its attorney in the ) | Witness Signature | | Attorney Signature | | HELEN FERNIHOUGH | | ALAN DAVIES | **THE COMMON SEAL** of **ROBE** ) **RIVER MINING CO PTY. LIMITED** ) [C.S.] ACN 008 694 246 was hereunto affixed ) by authority of the Directors in the: ) | [Signature] | | ALAN DAVIES | | [Signature] | | HELEN FERNIHOUGH | **THE COMMON SEAL** of ) **MITSUI IRON ORE** ) **DEVELOPMENT PTY. LTD.** ) [C.S.] ACN 008 734 361 was hereunto affixed ) - [Signature] YOICHI HASHIMOTO - Director - [Signature] JOHN SMITH - ~~Director~~/Secretary Signed by **NORTH MINING** ) **LIMITED** ACN 000 081 434 by ) its attorney in the presence of: ) | Witness Signature | | Attorney Signature | | HELEN FERNIHOUGH | | ALAN DAVIES | **CAPE LAMBERT IRON ASSOCIATES** Signed by **NIPPON STEEL** ) Signed by **SUMITOMO METAL** ) **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: ) **PANNAWONICA IRON ASSOCIATES** in the presence of: [Seventh Schedule inserted: No. 61 of 2010 s. 10.] 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** **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** **________________________________________________________________** **RATIFIED VARIATION AGREEMENT ________________________________________________________________** **THIS AGREEMENT** is made this 8th day of November 2011 **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**) **ROBE RIVER LIMITED** ACN 008 478 493 of Level 33, 120 Collins Street, Melbourne, Victoria (**RRL**) **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.**) **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. **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; “**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) 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. (2) The Company acknowledges the need for community and social benefits flowing from this Agreement. (3) 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 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. (1) In this clause, the term “local industry participation benefits” means: (a) the use and training of labour available within the said State; (b) the use of the services of engineers, surveyors, architects and other professional consultants, experts, specialists, project managers and contractors available within the said State; and (c) the procurement of works, materials, plant, equipment and supplies from Western Australian suppliers, manufacturers and contractors. (2) The Company acknowledges the need for local industry participation benefits flowing from this Agreement. (3) The Company agrees that it shall, not later than 3 months after the second variation date, prepare and provide to the Minister a plan which contains: (a) a clear statement on the strategies which the Company will use, and require a third party as referred to in subclause (7) to use, to maximise the uses and procurement referred to in subclause (1); (b) detailed information on the procurement practices the Company will adopt, and require a third party as referred to in subclause (7) to adopt, in calling for tenders and letting contracts for works, materials, plant, equipment and supplies stages in relation to a proposed development and how such practices will provide fair and reasonable opportunity for suitably qualified Western Australian suppliers, manufacturers and contractors to tender or 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 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) in every contract entered into with a third party where the third party has an obligation or right to procure the supply of services, labour, works, materials, plant, equipment or supplies for or in connection with a proposed development, ensure that the contract contains appropriate provisions requiring the third party to undertake procurement activities in accordance with the plan provided under this clause; and (b) use reasonable endeavours to ensure that the third party complies with those provisions.”; (3) 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. (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) 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 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: (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. (2c) The decisions of the Minister under subclauses (2a) and (2b) shall not be referable to arbitration and any approval of the Minister under this clause shall not in any way limit, prejudice or otherwise affect the exercise by the Minister of the Minister’s powers, or the performance of the Minister’s obligations, under this Agreement or otherwise under the laws from time to time of the said State.”; (5) 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)”; (6) 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;”; (c) deleting paragraph (j)(ii) and substituting the following subparagraph: “(ii) 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;”; (7) 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) 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 Railway Licence or Lateral Access Road Licence (as the case may be); and (B) the terms of any agreement between the Company and the title holder.”; (c) deleting in subclause (4)(a) the comma after “the provisions of this Agreement” and substituting “and”; 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) The provisions of clause 9(2)(aa) shall apply mutatis mutandis to any Railway or Railway spur line constructed pursuant to this clause.”; and (8) in clause 10B by deleting “clause 9(2)(a)” and substituting “clauses 9(2)(a) and (aa)”. **SIGNED** by the **HONOURABLE** ) **COLIN JAMES BARNETT** ) | Signature of witness | | | | Stephen Bombardieri | | | | Name of witness | | | Signed for **ROBE RIVER LIMITED** ) ACN 008 478 493 by its attorney in the ) | Witness signature | | Attorney signature | | Christopher Richards | | Paul Shannon | **THE COMMON SEAL** of **ROBE** ) **RIVER MINING CO PTY. LIMITED** ) ACN 008 694 246 was hereunto affixed ) [C.S.] | [Signature] | | Andrew Kite | | [Signature] | | Helen Fernihough | **THE COMMON SEAL** of ) **MITSUI IRON ORE** ) **DEVELOPMENT PTY. LTD.** ) [C.S.] ACN 008 734 361 was hereunto affixed ) Signed by **NORTH MINING** ) **LIMITED** ACN 000 081 434 by ) its attorney in the presence of: ) | Witness signature | | Attorney signature | | Christopher Richards | | Paul Shannon | **CAPE LAMBERT IRON ASSOCIATES** **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: ) **PANNAWONICA IRON ASSOCIATES** [Eighth Schedule inserted: No. 61 of 2011 s. 10.] Ninth Schedule — Eighth variation agreement [Heading inserted: No. 38 of 2024 s. 25.] **2024** **THE HONOURABLE ROGER COOK PREMIER OF THE STATE OF WESTERN AUSTRALIA** **ROBE RIVER LIMITED ACN 008 478 493** **ROBE RIVER MINING CO. PTY. LTD. 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. LIMITED ACN 001 445 049** **NIPPON STEEL RAW MATERIALS AUSTRALIA PTY LTD ACN 001 444 604** **RATIFIED VARIATION AGREEMENT** **THIS AGREEMENT** is made this 26 day of August 2024 **THE HONOURABLE ROGER COOK** MLA., Premier of the State of Western Australia, acting for and on behalf of the said State and instrumentalities from time to time (the "**State**") **ROBE RIVER LIMITED** ACN 008 478 493 of Level 18, Central Park, 152‑158 St Georges Terrace, Perth, Western Australia (**RRL**) **ROBE RIVER MINING CO. PTY. LTD.** ACN 008 694 246 of Level 18, 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 18, Central Park, 152‑158 St Georges Terrace, Perth, Western Australia (**NML**), **NIPPON STEEL AUSTRALIA PTY. LIMITED** ACN 001 445 049 of Level 14, 115 Pitt Street, Sydney, New South Wales, **NIPPON STEEL RAW MATERIALS AUSTRALIA PTY LTD** ACN 001 444 604 of Level 14, 115 Pitt 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. LIMITED** and **NIPPON STEEL RAW MATERIALS 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 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. Ratification and operation** (1) This Agreement, other than this clause, does not come into operation except in accordance with subclause (2). (2) This Agreement, other than this clause, comes into operation on the day on which it is ratified by an Act of the Parliament of Western Australia ("**Operative Date**") unless, before that day, it terminates under subclauses (4) or (5). (3) The State must introduce in the Parliament of Western Australia before 30 September 2024 or a later date agreed between the parties to this Agreement, a Bill to ratify this Agreement and must endeavour to secure its passage as an Act. (4) If by 31 December 2024 this Agreement has not been ratified by an Act of the Parliament of Western Australia then, unless the parties to this Agreement otherwise agree, this Agreement terminates on that day 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. (5) The parties agree that if the Principal Agreement is otherwise determined in accordance with its provisions on a day prior to the Operative Date, then this Agreement shall also terminate on and from that day 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. **2.** **Variations of the Principal Agreement** Clause 1 of the Principal Agreement is varied by inserting after paragraph (f) in the definition of "Integration Agreement" the following paragraph: "(g) the agreement authorised by and as scheduled to the *Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972*, as from time to time added to, varied or amended; or", and renumbering the following paragraphs of that definition accordingly. | **SIGNED** by **THE HONOURABLE ROGER COOK** in the presence of:<br>[Signature]<br>Signature of witness<br>SARAH GWEN KEEGAN<br>Name of witness | )<br>)<br>) | [Signature] | | **EXECUTED** by **ROBE RIVER LIMITED** ACN 008 478 493 in accordance with section 127(1) of the *Corporations Act 2001* (Cth):<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>) | SIMON RICHMOND<br>SOWMYA KOLLI | | **EXECUTED** by **ROBE**<br>**RIVER MINING CO. PTY. LTD.**<br>ACN 008 694 246 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth):<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>) | SIMON RICHMOND<br>SOWMYA KOLLI | | **EXECUTED** by **MITSUI IRON ORE DEVELOPMENT PTY LTD**<br>ACN 008 734 361 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth):<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>) | TORU KOJIMA<br>INNES DEAKIN | | **EXECUTED** by **NORTH MINING** **LIMITED**<br>ACN 000 081 434 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth)<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>) | SIMON RICHMOND<br>SOWMYA KOLLI | | **CAPE LAMBERT IRON ASSOCIATES**<br>**EXECUTED** by **NIPPON STEEL AUSTRALIA PTY. LIMITED**<br>ACN 001 445 049 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth) by authority of the Directors in the presence of:<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>)<br>) | KEIGO GOHDA<br>YUJIN SUZUKI | | **EXECUTED** by **NIPPON STEEL RAW MATERIALS AUSTRALIA PTY LTD** ACN 001 444 604 in accordance with section 127(1) of the *Corporations Act 2001* (Cth) by authority of the Directors in the presence of:<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>)<br>) | KEIGO GOHDA<br>YUJIN SUZUKI | | **EXECUTED** by **MITSUI IRON ORE DEVELOPMENT PTY LTD** ACN 008 734 361 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth)<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>) | TORU KOJIMA<br>INNES DEAKIN | | **PANNAWONICA IRON ASSOCIATES**<br>**EXECUTED** by **NIPPON STEEL AUSTRALIA PTY. LIMITED**<br>ACN 001 445 049 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth) by authority of the Directors in the presence of:<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>)<br>) | KEIGO GOHDA<br>YUJIN SUZUKI | | **EXECUTED** by **NIPPON STEEL RAW MATERIALS AUSTRALIA PTY LTD**<br>ACN 001 444 604 in accordance with<br>section 127(1) of the *Corporations Act 2001* (Cth) by authority of the Directors in the presence of:<br>[Signature]<br>Director<br>[Signature]<br>~~Director~~/Secretary | )<br>)<br>)<br>)<br>)<br>) | KEIGO GOHDA<br>YUJIN SUZUKI | [Ninth Schedule inserted: No. 38 of 2024 s. 25.] ![dline]() Notes This is a compilation of the *Iron Ore (Robe River) Agreement Act 1964* and includes amendments made by other written laws. For provisions that have come into operation, and for information about any reprints, see the compilation table. Compilation table | **Short title** | | **Number and year** | **Assent** | **Commencement** | | --- | --- | --- | --- | --- | | *Iron Ore (Cleveland Cliffs) Agreement Act 1964* 4 | 91 of 1964<br>(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 (Cleveland-Cliffs) Agreement Act Amendment Act 1969* | 79 of 1969 (Repealed by No. 35 of 1970 5) | 7 Nov 1969 | 7 Nov 1969 | | | *Iron Ore (Cleveland-Cliffs) Agreement Act Amendment Act 1970* | 35 of 1970 | 27 May 1970 | 27 May 1970 | | | *Iron Ore (Cleveland-Cliffs) 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 (Cleveland-Cliffs) Agreement Amendment Act 1984* | 37 of 1984 | 20 Jun 1984 | 20 Jun 1984 | | | *Iron Ore (Cleveland-Cliffs) Agreement Amendment Act 1985* | 95 of 1985 | 4 Dec 1985 | 4 Dec 1985 (see s. 2) | | | *Iron Ore (Cleveland-Cliffs) Agreement Amendment Act 1987* | 87 of 1987 | 9 Dec 1987 | 9 Dec 1987 (see s. 2) | | | **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) | 19 of 2010 | 28 Jun 2010 | 11 Sep 2010 (see s. 2(b) and *Gazette* 10 Sep 2010 p. 4341) | | | *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) | | | | | | *Iron Ore Agreements Legislation Amendment Act 2024* Pt. 6 | 38 of 2024 | 29 Oct 2024 | 30 Oct 2024 (see s. 2(b)) | | Other notes 1 The *Mining Act 1904* was repealed by the *Mining Act 1978*. 2 The *Interpretation Act 1918* was repealed by the *Interpretation Act 1984*. 3 Marginal notes in the agreement have been represented as bold headnotes in this compilation but that does not change their status as marginal notes. 4 Now known as the *Iron Ore (Robe River) Agreement Act 1964*; short title changed (see note under s. 1). 5 See s. 2A. 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 eighth variation agreement 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 This work is licensed under a Creative Commons Attribution 4.0 International Licence (CC BY 4.0). To view relevant information and for a link to a copy of the licence, visit www.legislation.wa.gov.au. Attribute work as: © State of Western Australia 2024. By Authority: GEOFF O. LAWN, Government Printer