Sch Sixteenth ScheduleFifteenth Supplementary Agreement

Sixteenth Schedule — Fifteenth Supplementary Agreement [Heading inserted: No. 13 of 2017 s. 11.] **2017** **THE HONOURABLE MARK McGOWAN** **THE STATE OF WESTERN AUSTRALIA** **and** [Solicitor's details] **THIS AGREEMENT** is made this 29th day of September 2017 **THE HONOURABLE MARK McGOWAN**, BA LLB MLA, Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called the "**State**") of the first part, **HAMERSLEY IRON PTY. LIMITED** ACN 004 558 276 of Level 22, Central Park, 152‑158 St Georges Terrace, Perth, Western Australia, (hereinafter called the "**Company**" in which term shall be included its successors and permitted assigns) of the second part. **RECITALS**: **A.** The State and the Company are the parties to the agreement dated 30 July 1963, approved by and scheduled to the *Iron Ore (Hamersley Range) Agreement Act 1963* and which as subsequently added to, varied or amended is referred to in this Agreement as the "**Principal Agreement**". **B**. The State and the Company wish to vary the provisions of the Principal Agreement on the terms and conditions set out in this Agreement. **1. Ratification and operation** (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 31 October 2017 or a later date agreed by 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 2017 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** The Principal Agreement is hereby varied as follows: (1) in clause 1 by inserting after the definition of "Channar Agreement" the following new definition: "**Channar Joint Venture Completion Date**" means the date (if it should occur prior to the cessation or determination of the Channar Agreement) upon which an associated company becomes, in accordance with clause 35 of the Channar Agreement, the sole entity comprising the 'Joint Venturers' for the purposes of that agreement;"; (2) in clause 8E by inserting after subclause (7) the following new subclause: "(8) The Company acknowledges that its obligations under this clause apply to its activities in connection with agreements contemplated by clause 15(7) of the Channar Agreement."; (3) in clause 10 by inserting: (a) after the word "practicable" in paragraph (i) of subclause (2) of clause 10 the following: "(including in its activities in connection with agreements contemplated by clause 15(7) of the Channar Agreement)"; and (b) after subparagraph (i) of paragraph (a) of subclause (4) the following new subparagraph: "(ia) iron ore mined from the mining lease granted under the Channar Agreement; or" (4) in clause 10H: (a) in paragraph (b) of subclause (1) by replacing the second reference to "clause" with "subclause"; and (b) inserting after subclause (1) the following new subclauses: "(1A) On and from the Channar Joint Venture Completion Date and prior to the cessation or determination of the Channar Agreement the Company may from time to time: (a) with the written consent of the Joint Venturers under the Channar Agreement and provided it is at that date the holder of Mineral Lease 4SA apply to the Minister for Mines for inclusion in Mineral Lease 4SA of so much of the land within the mining lease granted under the Channar Agreement as the Company then desires and the Minister for Mines shall upon the surrender of the land applied for include that land in Mineral Lease 4SA on terms and in the manner contemplated by subclause (1)(a) above; and (b) with the written consent of the Joint Venturers under the Channar Agreement and provided that they are at that date the holder of any lease licence easement grant or other title made under the Channar Agreement, apply for a similar right or rights for the purpose of facilitating mining from areas included or to be included in Mineral Lease 4SA pursuant to paragraph (a) of this subclause and the State shall, consequent upon the registration of the relevant surrender or surrenders, grant or arrange to have the appropriate authority or other interested instrumentality of the State grant such right or rights on terms and in the manner contemplated by subclause (1)(b) above. (1B) Except as otherwise agreed by the Minister, the Company shall undertake and complete any outstanding decommissioning, remediation, rehabilitation and other closure activities and works relating to land included in Mineral Lease 4SA or the subject of a right granted pursuant to this Clause in accordance with all laws and requirements applicable to that land immediately prior to the inclusion or grant including requirements under the Channar Agreement, the EP Act, the Mining Act 1978, the LAA and the terms and conditions of the former title."; and (5) in clause 28 by adding the following after "State": "and the parties to this Agreement submit to the jurisdiction of the courts of Western Australia in relation to any action or proceeding to settle any dispute or question arising out of or in connection with this Agreement". **EXECUTED AS A DEED.** - **SIGNED** by **THE** **HONOURABLE MARK McGOWAN**, in the presence of:[Signature] ................................................... Signature of witnessTRENA McDONALD ....................................................... Name of witness (block letters) ))) [Signature] ................................................ Signature of **THE HONOURABLE MARK McGOWAN** - **EXECUTED** by **HAMERSLEY IRON PTY. LIMITED** ACN 004 558 276 in accordance with section 127(1) of the *Corporations Act 2001* (Cth) by authority of its directors:[Signature] ........................................................... Signature of director PAUL SHANNON ........................................................... Name of director (block letters) ) ) ) ) ) ) [Signature] ................................................... Signature of director/~~company secretary~~* *delete whichever is not applicableMICHAEL GOLLSCHEWSKI ..................................................... Name of director/~~company secretary~~* (block letters) *delete whichever is not applicable [Sixteenth Schedule inserted: No. 13 of 2017 s. 11.]