Sch 2First Variation Agreement

Schedule 2 — First Variation Agreement [s. 4] THIS AGREEMENT is made the 11th day of April 2000. B E T W E E N **THE HONOURABLE RICHARD FAIRFAX COURT** B.Com., M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called “the State”) of the one part AND **BHP MINERALS PTY. LTD.** ACN 008 694 782 a company incorporated in the State of Western Australia and having its registered office at Level 18, 200 St George’s Terrace, Perth, **CI MINERALS AUSTRALIA PTY. LTD.** ACN 009 256 259 a company incorporated in the State of Western Australia and having its registered office at 22nd Floor, Forrest Centre, 221 St George’s Terrace, Perth and **MITSUI IRON ORE CORPORATION PTY. LTD.** ACN 050 157 456 a company incorporated in the State of Western Australia and having its registered office at 24th Floor, Forrest Centre, 221 St George’s Terrace, Perth (hereinafter called “the Joint Venturers”) of the other part. W H E R E A S : (a) the State and the Joint Venturers (pursuant to certain assignments) are now the parties to the agreement approved by the *Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972*, which agreement as amended from time to time is hereinafter called “the Principal Agreement”; (b) the State and the Joint Venturers wish to vary the Principal Agreement. NOW THIS AGREEMENT WITNESSES — 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 State Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 31 December 2000 or such later date as may be agreed between the parties hereto. 3. (1) The provisions of this Agreement other than this Clause and Clauses 1 and 2 shall not come into operation unless and until — (a) the Bill to ratify this Agreement as referred to in Clause 2; and (b) Bills to ratify the following agreements of even date herewith, namely: — (i) an agreement between the State and BHP Direct Reduced Iron Pty. Ltd. to vary the Iron Ore Beneficiation (BHP) Agreement; (ii) an agreement between the State and BHP Direct Reduced Iron Pty. Ltd. to vary the Iron Ore — Direct Reduced Iron (BHP) Agreement; (iii) an agreement between the State and BHP Minerals Pty. Ltd., CI Minerals Australia Pty. Ltd. and Mitsui Iron Ore Corporation Pty. Ltd. to vary the Iron Ore (Marillana Creek) Agreement; (iv) an agreement between the State and BHP Iron Ore (Jimblebar) Pty. Ltd. to vary the Iron Ore (McCamey’s Monster) Agreement; (v) an agreement between the State and BHP Minerals Pty. Ltd., Mitsui‑Itochu Iron Pty. Ltd. and CI Minerals Australia Pty. Ltd. to vary the Iron Ore (Mount Newman) Agreement; and (vi) an agreement between the State and BHP Minerals Pty. Ltd., CI Minerals Australia Pty. Ltd. and Mitsui Iron Ore Corporation Pty. Ltd. to vary the Iron Ore (Mount Goldsworthy) Agreement are passed as Acts before 31 December 2000 or such later date if any as the parties hereto may agree upon. (2) If before 31 December 2000 or such later agreed date the said Bills have not commenced to operate as Acts then unless the parties hereto otherwise agree this Agreement shall then cease and determine and no party hereto shall have any claim against any other party hereto with respect to any matter or thing arising out of, done, performed, or omitted to be done or performed under this Agreement. (3) On the said Bills commencing to operate as Acts all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law. 4. The Principal Agreement is hereby varied in Clause 11 by inserting after subclause (1) the following subclause — “(1a) Notwithstanding any provision in this Agreement for the grant of titles hereunder to the Joint Venturers as tenants in common in equal shares, if the Joint Venturers hold their interests in this Agreement in other than equal shares, the grant of titles and the renewal of any leases hereunder shall be made to the Joint Venturers, if they so request the State, in accordance with their percentage interests in this Agreement.”. 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 HONOURABLE RICHARD FAIRFAX COURT in the presence of — | ![]() | RICHARD COURT | COLIN BARNETT MINISTER FOR RESOURCES DEVELOPMENT | THE COMMON SEAL of **BHP MINERALS PTY. LTD.** was hereunto affixed by authority of the Directors — | ![]() | [C.S.] | STEFANO GIORGINI MICHAEL KNOWLES | THE COMMON SEAL of **CI MINERALS AUSTRALIA PTY. LTD.** was hereunto affixed by authority of the Directors in the presence of: | ![]() | [C.S.] | MASAYUKI YAMAMOTO MICHAEL APPLEBEE | THE COMMON SEAL of **MITSUI** **IRON ORE CORPORATION PTY. LTD.** was hereunto affixed by authority of the Directors in the presence of: | ![]() | [C.S.] | YOICHI HASHIMOTO JOHN SMITH [Schedule 2 inserted: No. 57 of 2000 s. 7.]