Sch Schedule 2Variation Agreement

Schedule 2 — Variation Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] **THIS AGREEMENT** is made this 20th day of May 1992 **B E T W E E N :** **THE HONOURABLE CARMEN MARY LAWRENCE**, B.Psych., Ph.D., 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 first part **HAMERSLEY IRON PTY. LIMITED** A.C.N. 004 558 276 a company incorporated in Victoria and having its principal office in the State of Western Australia at 13th Floor, 191 St. George’s Terrace, Perth and HAMERSLEY RESOURCES LIMITED A.C.N. 004 887 656 a company incorporated in Victoria and having its principal office in the State of Western Australia at 13th Floor, 191 St. George’s Terrace, Perth (hereinafter called “the Joint Venturers” in which term shall be included the Joint Venturers and each of them and their and each of their respective successors and assigns) of the second part **AND** **AUSTRALIAN MINING & SMELTING LIMITED** A.C.N. 004 896 726 a company incorporated in Victoria and having its registered office at 31st Floor, 55 Collins Street, Melbourne (hereinafter called “the Guarantor”) of the third part. **WHEREAS** : (a) **THE HONOURABLE JOHN TREZISE TONKIN, M.L.A**., Premier of the State of Western Australia, acting for an on behalf of the said State and Instrumentalities thereof of the one part entered into an agreement dated the 10th day of March, 1972 with **HANCOCK PROSPECTING PTY. LTD.** and **WRIGHT PROSPECTING PTY. LTD.** of the other part (which agreement was ratified by and is scheduled to the *Iron Ore (Wittenoom) Agreement Act 1972* and is hereinafter referred to as “the 1972 Agreement”); (b) by Deed of Assignment dated the 5th day of November, 1973 pursuant to the 1972 Agreement **HANCOCK PROSPECTING PTY. LTD.** and **WRIGHT PROSPECTING PTY. LTD.** assigned a 50% share in their right title and interest in and to the 1972 Agreement to **MARANDOO MINING CO. LTD.**, a company incorporated in the State of Delaware in the United States of America and registered in the State of Western Australia as a foreign company under the provisions of the *Companies Act 1961*; (c) **MARANDOO MINING CO. LTD.** changed its name to **TEXASGULF MARANDOO LTD.** on the 20th day of December, 1974; (d) **HANCOCK PROSPECTING PTY. LTD.** changed its name to **HANCOCK PROSPECTING LIMITED** on the 8th day of April, 1976; (e) by Deed of Assignment dated the 29th day of December, 1976 pursuant to the 1972 Agreement **TEXASGULF MARANDOO LTD.** assigned all its right title and interest in and to the 1972 Agreement to **TEXASGULF AUSTRALIA LTD.**; (f) **HANCOCK PROSPECTING LIMITED** changed its name to **HANCOCK PROSPECTING PTY. LIMITED** on the 8th day of June, 1977; (g) the 1972 Agreement was in accordance with its provisions varied by agreement dated the 13th day of November, 1979 (which agreement is hereinafter included in the expression “the 1972 Agreement”); (h) by Deed of Assignment dated the 27th day of February, 1981 **TEXASGULF AUSTRALIA LTD.** assigned all its right title and interest, inter alia, in and to the 1972 Agreement to **NEW BROKEN HILL CONSOLIDATED LIMITED**; (i) by Deed of Covenant dated the 26th day of February, 1981 the Guarantor agreed with the State to guarantee the performance by **NEW BROKEN** **HILL CONSOLIDATED LIMITED** of its obligations under the 1972 Agreement; (j) the 1972 Agreement was in accordance with its provisions further varied by agreement dated the 15th day of September, 1982 and as so varied is hereinafter called “the Principal Agreement”; (k) **NEW BROKEN HILL CONSOLIDATED LIMITED** changed its name to **A M & S MINING LIMITED** on the 27th day of November, 1986; (l) by an agreement dated the 18th day of October, 1990 and made between Hancock Prospecting Pty. Limited, Wright Prospecting Pty. Ltd., Hamersley Iron Pty. Limited, A M & S Mining Limited, Pilbara Port Railroad and Resource Company Limited and The Hancock Memorial Foundation Limited, Hancock Prospecting Pty. Limited and Wright Prospecting Pty. Ltd. assigned all their right title and interest in and to the Principal Agreement to Hamersley Iron Pty. Limited effective as from and including the 28th February, 1991; (m) **A M & S MINING LIMITED** changed its name to **HAMERSLEY RESOURCES LIMITED** on the 26th day of February, 1992; and (n) the parties wish to vary the Principal Agreement. **NOW THIS DEED WITNESSETH —** 1. Subject to the context the words and expressions used in this Agreement have the same meanings 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. 3. The subsequent clauses of this Agreement shall not operate unless and until — (a) the Bill to ratify this Agreement as referred to in clause 2 hereof is passed as an Act before the 31st day of December, 1992 or such later date if any as the parties hereto may mutually agree upon; and (b) a Bill to ratify an agreement of even date herewith between the State of the one part and Hamersley Iron Pty. Limited of the other part is passed as an Act before the 31st day of December, 1992 or such later date if any as the parties hereto may mutually agree upon. If the said Bills are not passed before that date or later date or dates (as the case may be) this Agreement will then cease and determine and none of the parties hereto will have any claim against any other of them with respect to any matter or thing arising out of done performed or omitted to be done or performed under this Agreement. 4. The Principal Agreement is hereby varied as follows: (1) Clause 1 — (a) by substituting for the plan marked “X” referred to in clause 1 of the Principal Agreement, the plan marked “Y” initialled by or on behalf of the parties hereto for the purposes of identification; (b) in the definition of “export date”, by deleting “export ore hereunder” in paragraph (b) and substituting the following — “transport ore from the mineral lease”; (c) by substituting for the definition of “mining areas” the following definition — “ “mining areas” means the areas delineated and coloured red on the plan marked “Y”;”. (2) By deleting sub‑clause (1A) of clause 2. (3) Clause 2(1B) — by deleting “and under sub‑clause (1A)”. (4) Clause 8 — (a) subclause (1) paragraph (a) — by deleting “one hundred (100)” and substituting the following — “thirty‑five (35)”; (b) subclause (2) paragraph (a) — by deleting “Governor” and substituting the following — “Minister”. (5) Clause 12 paragraph (b) — by deleting “*Arbitration Act 1895*” and substituting the following — “*Commercial Arbitration Act 1985* (and notwithstanding section 20(1) of that Act a party may be represented before the arbitrator by a duly qualified legal practitioner or other representative)”. (6) By deleting clause 18. (7) Clause 39 — by deleting “*Arbitration Act 1895*” and substituting the following — “*Commercial Arbitration Act 1985* (and notwithstanding section 20(1) of that Act a party may be represented before the arbitrators by a duly qualified legal practitioner or other representative)”. 4. The Guarantor consents to this Agreement. IN WITNESS WHEREOF these presents have been executed the day and year first hereinbefore written. | SIGNED by the said **THE HONOURABLE CARMEN MARY LAWRENCE** in the presence of : | ) ) ) ) | CARMEN LAWRENCE | I. TAYLOR, MINISTER FOR STATE DEVELOPMENT | THE COMMON SEAL of **HAMERSLEY IRON PTY. LIMITED** was hereunto affixed by authority of the Directors in the presence of: | ) ) ) ) ) | | G. B. BABON, Secretary | THE COMMON SEAL of **HAMERSLEY RESOURCES LIMITED** was hereunto affixed by authority of the Directors in the presence of: | ) ) ) ) ) | | G. B. BABON, Secretary | SIGNED for and on behalf of **AUSTRALIAN MINING & SMELTING LIMITED** by its duly appointed attorney Ian James Williams under Power of Attorney dated 6 May 1992 in the presence of: | ) ) ) ) ) ) | | V. M. PETHRICK, Secretary [Schedule 2 inserted: No. 41 of 1992 s. 7.] Notes 1 This is a compilation of the *Iron Ore (Wittenoom) Agreement Act 1972* and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table | **Short title** | | | **Number and year** | **Assent** | **Commencement** | | --- | --- | --- | --- | --- | --- | | *Iron Ore (Wittenoom) Agreement Act 1972* | | | 38 of 1972 | 16 Jun 1972 | 16 Jun 1972 | | *Iron Ore (Wittenoom) Agreement Amendment Act 1992* | | | 41 of 1992 | 2 Oct 1992 | 2 Oct 1992 (see s. 2) | | **Reprint 1: The *Iron Ore (Wittenoom) Agreement Act 1972* as at 14 May 2004** (includes amendments listed above) | | | | | | | *Standardisation of Formatting Act 2010* s. 4 | 19 of 2010 | | 28 Jun 2010 | 11 Sep 2010 (see s. 2(b) and *Gazette* 10 Sep 2010 p. 4341) | 2 Repealed by the *Mining Act 1978*. 3 Repealed by the *Interpretation Act 1984*. 4 Marginal notes in the agreement have been represented as bold headnotes in this reprint but that does not change their status as marginal notes. 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)** Joint Venturers 2 the Agreement 2 the Variation Agreement 2