Sch 3Second Variation Agreement

Schedule 3 — Second Variation Agreement

[s. 5]

[Heading inserted: No. 57 of 2000 s. 11; amended: No. 19 of 2010 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 an assignment dated 10 June 1991) are now the parties to the agreement ratified by the Iron Ore (Marillana Creek) Agreement Act 1991, 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 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;