Sch 22024 variation agreement

Schedule 2 — 2024 variation agreement Notes Compilation table 99 Defined terms An Act — • to ratify, and authorise the implementation of, an agreement between the State and Roy Hill Infrastructure Pty Ltd, Roy Hill Holdings Pty Ltd and Roy Hill Iron Ore Pty Ltd relating to the development of a railway in the Pilbara region of the State; • to modify the operation of the *Railways (Access) Act 1998* and the *Railways (Access) Code 2000*, and for incidental and other purposes. ## Part 1 — Preliminary ##### 1. Short title This is the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010*. ##### 2. Commencement This Act comes into operation as follows — (a) Part 1 — on the day on which this Act receives the Royal Assent; (b) Part 2 — on the day after that day; (c) Part 3 — on a day fixed by proclamation, and different days may be fixed for different provisions. ## Part 2 — General provisions about the Agreement ##### 3. Terms used In this Part — 2024 variation agreement means the agreement a copy of which is set out in Schedule 2; Agreement means the scheduled agreement — (a) as varied from time to time in accordance with its terms; and (b) as varied by the 2024 variation agreement; scheduled agreement means the agreement of which a copy is set out in Schedule 1. [Section 3 amended: No. 4 of 2025 s. 4.] ##### 4. Ratification and authorisation (1) The scheduled agreement is ratified. (1A) The 2024 variation agreement is ratified. (2) The implementation of the Agreement is authorised. [Section 4 amended: No. 4 of 2025 s. 5.] ##### 5. State empowered under clause 20 The State has power in accordance with clause 20 of the Agreement. ##### 6. Effect on other laws (1) The Agreement operates and takes effect despite any enactment or other law. (2) If a provision of the scheduled agreement or the 2024 variation agreement expressly or by implication purports to modify or exclude the application or operation of an enactment for a purpose or in relation to a person or thing, the application or operation of the enactment is modified or excluded for that purpose, or in relation to that person or thing, to the extent or for the period mentioned in the provision or necessary for the provision to have effect. (3) To avoid doubt, it is declared that the provisions of the *Public Works Act 1902* section 96 do not apply to the railway constructed pursuant to the Agreement. (4) This section does not limit or otherwise affect the application of the *Government Agreements Act 1979*. [Section 6 amended: No. 4 of 2025 s. 6.] ## Part 3 — Provisions about access to the railway constructed under the Agreement ### Division 1 — Modification of the *Railways (Access) Act 1998* ##### 7. *Railways (Access) Act 1998* modified The *Railways (Access) Act 1998* must be applied as if amended as set out in this Division. ##### 8. Section 3 amended (1) In section 3(1) insert in alphabetical order: Railway (Roy Hill Infrastructure) Agreement means the Agreement as defined in the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* section 3; (2) In section 3(1) in the definition of ***railways network*** after paragraph (ba) insert: (ca) the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement; and (3) After section 3(4) insert: (5) Subsections (3) and (4) do not apply to a siding or spur line associated with the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. ##### 9. Section 12A inserted After section 11B insert: 12A. Modification of the Code for the purposes of the Railway (Roy Hill Infrastructure) Agreement (1) The Minister may, under this section, modify the Code for the purposes of its application to the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. (2) If, after the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* section 9 has come into operation, the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement is expanded or extended (including by the addition of a spur line), the Minister must, under this section, modify the Code so that it applies to the expansion or extension. (3) Section 5 (where relevant) and sections 10 to 11A do not apply to or in relation to a modification under this section. (4) Modifications under this section are to be made by order published in the *Gazette*. (5) Modifications under or for the purposes of subsection (2) are not amendments of the Code for the purposes of section 9(2) to (6) of this Act. ### Division 2 — Modification of the *Railways (Access) Code 2000* ##### 10. *Railways (Access) Code 2000* modified The *Railways (Access) Code 2000* must be applied as if amended as set out in this Division. ##### 11. Section 3 amended (1) In section 3 insert in alphabetical order: Railway (Roy Hill Infrastructure) Agreement means the Agreement as defined in the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* section 3; (2) In section 3 in the definition of ***railways network*** after paragraph (ba) insert: (ca) the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement; and ##### 12. Section 54 inserted At the end of Part 6 insert: 54. Transitional provision — Railway (Roy Hill Infrastructure) Agreement Until the Regulator publishes in the *Gazette* notice of a determination under Schedule 4 clause 3(1)(a) subparagraph (iia), the weighted average cost of capital for the railway infrastructure referred to in that subparagraph is such percentage as the Regulator fixes by notice published in the *Gazette* under this section. ##### 13. Schedule 1 amended After Schedule 1 item 52 insert: **Railway (Roy Hill Infrastructure) Agreement Route** 53. All tracks that are part of the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. ##### 14. Schedule 4 amended After Schedule 4 clause 3(1)(a)(ia) insert: (iia) the railway infrastructure associated with that part of the railways network described in item 53 in that Schedule; and ### Division 3 — Expiry of Part ##### 15. Expiry of Part (1) In this section — Undertaking Acceptance Date has the meaning given in clause 15(1) of the Agreement. (2) This Part expires at the end of the day immediately before the Undertaking Acceptance Date. (3) The Minister must publish, in the *Gazette*, notice of the Undertaking Acceptance Date. (4) The *Interpretation Act 1984* section 37 applies, under section 39 of that Act, subject to clause 15(6)(d) of the Agreement. [Section 15 amended: No. 4 of 2025 s. 7.] Schedule 1 — Railway (Roy Hill Infrastructure Pty Ltd) Agreement 2010 [s. 3] **2010** **THE STATE OF WESTERN AUSTRALIA** **and** **ROY HILL INFRASTRUCTURE PTY LTD ACN 130 249 633** **and** **ROY HILL HOLDINGS PTY LTD ACN 123 721 077** **ROY HILL IRON ORE PTY LTD ACN 123 722 038** **RAILWAY (ROY HILL INFRASTRUCTURE PTY LTD) AGREEMENT 2010** [Solicitor’s details] **THIS AGREEMENT** is made this 22 day of June 2010 **BETWEEN** **THE HONOURABLE COLIN JAMES BARNETT**, MEc., 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, **ROY HILL INFRASTRUCTURE PTY LTD** ACN 130 249 633 of Level 3, Hppl House, 28 42 Ventnor Avenue, West Perth, Western Australia (hereinafter called “**the Company**” in which term shall be included its successors and permitted assigns) of the second part, and **ROY HILL HOLDINGS PTY LTD** ACN 123 721 077 (hereinafter called “**RHH**”) and **ROY HILL IRON ORE PTY LTD** ACN 123 722 038 (hereinafter called “**RHIO**”) both of Level 3, Hppl House, 28‑42 Ventnor Avenue, West Perth, Western Australia (hereinafter collectively called “**the Guarantors**”) of the third part. **WHEREAS**: A. RHH is investigating the feasibility of RHIO, a subsidiary of RHH, developing under the Mining Act a project for the mining and sale, by export to overseas purchasers, of iron ore from the Roy Hill mining area in the Pilbara region of Western Australia. B. RHH is also investigating the feasibility of the Company constructing and operating a railway from the Roy Hill mining area to the Port of Port Hedland together with train unloading, stockpiles, re‑claimers, conveyors, ship loading and associated facilities within that port primarily for the transport to, and shipment from that port, of such iron ore. C. The State for the purposes of promoting development of the iron ore industry and employment opportunity generally in Western Australia and for the purpose of promoting the development of multi user infrastructure facilities in the Pilbara region of Western Australia has agreed to assist the development of the abovementioned railway, port and associated facilities upon and subject to the terms of this Agreement. **NOW THIS AGREEMENT WITNESSES**: **Definitions** 1. In this Agreement subject to the context: “**Access Act**” means the *Railways (Access) Act 1998* (WA); “**Access Code**” means the *Railways (Access) Code 2000* (WA); “**advise**”, “**apply**”, “**approve**”, “**approval**”, “**consent**”, “**certify**”, “**direct**”, “**notice**”, “**notify**”, “**request**”, or “**require**”, means advise, apply, approve, approval, consent, certify, direct, notice, notify, request or require in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; “**approved proposal**” means a proposal approved or deemed to be approved under this Agreement; “**Boodarie multi‑user stockyard area**” means that area adjacent to the boundary of the Port (as at the date of this Agreement), which the State intends be vested in the Port Authority under the Port Authorities Act, the approximate boundaries of which are outlined and shaded red on the plan marked “A” initialled by or on behalf of the parties for the purpose of identification only; “**Commonwealth**” means the Commonwealth of Australia and includes the Government for the time being thereof; “**EP Act**” means the *Environmental Protection Act 1986* (WA); “**Government agreement**” has the meaning given in the *Government Agreements Act 1979* (WA); “**iron ore products**” includes iron ore of all grades and all products from the processing of iron ore; “**LAA**” means the *Land Administration Act 1997* (WA); “**Lateral Access Roads**” has the meaning given in clause 7(1); “**Lateral Access Road Licence**” means a miscellaneous licence granted pursuant to clause 13(1)(b) or clause 13(2) 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; “**laws relating to native title**” means laws applicable from time to time in Western Australia in respect of native title and includes the *Native Title Act 1993* (Commonwealth); “**local government**” means a local government established under the *Local Government Act 1995* (WA); “**manganese ore products**” means manganese ore of all grades from the Nicholas Downs mining area and all products solely from the processing of such manganese ore; “**Mining Act**” means the *Mining Act 1978* (WA); “**Minister**” means the Minister in the Government of the State for the time being responsible for the administration of the Act to ratify this Agreement and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Company and includes the successors in office of the Minister; “**Minister for Mines**” means the Minister in the Government of the State for the time being responsible for the administration of the Mining Act; “**month**” means calendar month; “**Nicholas Downs mining area**” means the area the subject of mining leases 46/80, 46/81 and 46/121 held at the date of this Agreement by Nicholas Downs Pty Ltd ACN 131 992 295, a company related to RHH; “**other products**” includes manganese ore products and mineral ores other than iron ore products; “**person**” or “**persons**” includes bodies corporate; “**Pilbara Iron Ore Railways**” means each railway constructed under a Government agreement which is located wholly or substantially in one or more of the local government districts of Ashburton, East Pilbara, Port Hedland and Roebourne at the date of this Agreement; “**Port**” means the Port of Port Hedland and pending the vesting of the land comprising the Boodarie multi‑user stockyard area in the Port Authority a reference to the “Port” in this Agreement shall include the Boodarie multi‑user stockyard area; “**Port Authority**” means the Port Hedland Port Authority, being the body corporate established for the Port under the Port Authorities Act; “**Port Authorities Act**” means the *Port Authorities Act 1999* (WA); “**Port Authorities Minister**” means the Minister in the Government of the State for the time being responsible for the administration of the Port Authorities Act; “**Port Facilities**” means facilities (excluding the Port Railway and associated access roads within the Port Railway Area) within the Port necessary for the construction, operation and maintenance of train unloading, stockpiles, re‑claimers, conveyors and other facilities (including access roads) for the unloading of iron ore products and, with the consent of the Port Authority, manganese ore products and other products from the Port Railway and the transport of iron ore products and, with the consent of the Port Authority, manganese ore products and other products to ship loading facilities for shipment from the Port and of a ship loading terminal, which may include conveyors, wharves and ship loading facilities, maintenance and administration buildings and roads; “**Port Facilities Area**” means before the grant of the Port Facilities Lease and Licence that part or those parts (as the case may be) of the Port the subject of a subsisting agreement pursuant to clause 8(1)(a) and after the grant of the Port Facilities Lease and Licence, the area or areas (as the case may be) from time to time leased or licensed to the Company under the Port Facilities Lease and Licence; “**Port Facilities Lease and Licence**” means a lease and licence granted by the Port Authority to the Company (and unless otherwise agreed with the State during the currency of this Agreement, under the Port Authorities Act) in relation to the construction, operation and maintenance of the Port Facilities for a term which ends at the same time as the Special Railway Licence (including as renewed), as varied in accordance with its provisions, and according to the requirements of the context describes the area or areas (as the case may be) from time to time the subject of that lease and licence; “**Port Railway**” means that part of the Railway within the Port; “**Port Railway Area**” means before the grant of the Port Railway Lease and Licence that part or those parts (as the case may be) of the Port the subject of a subsisting agreement pursuant to clause 8(1)(c) and after the grant of the Port Lease and Licence, the area or areas (as the case may be) from time to time the subject of that lease and licence; “**Port Railway Lease and Licence**” means a lease and licence granted by the Port Authority to the Company (and unless otherwise agreed with the State during the currency of this Agreement, under the Port Authorities Act) in relation to the construction, operation and maintenance of the Port Railway for a term which ends at the same time as the Special Railway Licence (including as renewed), and according to the requirements of the context describes the area or areas (as the case may be) from time to time the subject of that lease and licence; “**Private Roads**” means Lateral Access Roads and the Company’s access roads within the Railway Corridor; “**Project**” means the construction and operation under this Agreement of the SRL Railway and associated infrastructure within the Railway Corridor including access roads and of the Lateral Access Roads in accordance with approved proposals; “**Rail Safety Act**” means the *Rail Safety Act 1998*; “**Railway**” means a standard gauge heavy haul railway initially from the Roy Hill mining area to the Port Facilities Area for the transport of iron ore products, freight goods and other products to the Port 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 clauses 10 and 11 of this Agreement and includes any expansion or extension thereof outside the Port which is the subject of additional proposals approved in accordance with clause 12 and any expansion or extension thereof within the Port which has been approved by the Port Authority under the provisions of the Port Railway Lease and Licence; “**Railway Corridor**” means, prior to the grant of the Special Railway Licence, the land for the route of the SRL Railway, 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 and water bores which is the subject of a subsisting agreement pursuant to clause 7(1) and after the grant of the Special Railway Licence the land from time to time the subject of the Special Railway Licence; “**Railway Operation Date**” means the date of the first carriage of iron ore products, freight goods or other products over the Railway (other than for construction or commissioning purposes); “**Roy Hill mining area**” means the area outlined and shaded red on the plan marked “B” initialled by or on behalf of the parties for the purpose of identification and being at the date of this Agreement the subject of exploration licences 46/334, 46/335 and 46/592 held by RHIO; “**said State**” means the State of Western Australia; “**Special Railway Licence**” means the miscellaneous licence for railway and, if applicable, other purposes, granted to the Company pursuant to clause 13(1)(a), as varied in accordance with clause 13(8) and according to the requirements of the context describes the area of land from time to time the subject of that licence; “**SRL Railway**’” means that part of the Railway which is or is to be (as the case may be) located outside the Port; “**SRL Railway spur line**” means a standard gauge heavy haul railway spur line from a mine, or in the vicinity of a mine, in the Pilbara region of the said State connecting to the SRL Railway (and whether to the initial railway line the subject of approved proposals under clauses 10 and 11 or to an expansion or extension thereof, including a spur line, which is the subject of additional proposals approved in accordance with clause 12) for the transport upon the SRL Railway to the Port of iron ore products, freight goods and other products; “**SRL Railway spur line Operation Date**” means in respect of a SRL Railway spur line, the date of the first carriage of iron ore products, freight goods or other products over that spur line (other than for construction or commissioning purposes); “**this Agreement**”, “**hereof**” and “**hereunder**” refer to this Agreement, whether in its original form or as from time to time added to, varied or amended; and “**Trade Practices Act**” means the *Trade Practices Act 1974* (Commonwealth). **Interpretation** 2. (1) In this Agreement: (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any clause other than clause 27 to extend any period or date shall be without prejudice to the power of the Minister under clause 27; (c) clause headings do not affect interpretation or construction; (d) words in the singular shall include the plural and words in the plural shall include the singular according to the requirements of the context; (e) one gender includes the other genders; (f) a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally; (g) reference to an Act includes the amendments to that 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; (h) reference to the Access Code includes the amendments to that code for the time being in force and also any code established or made in substitution therefor or in lieu thereof; (i) reference in this Agreement to any other document includes that document as from time to time added to, varied or amended and notwithstanding any change in the identity of the parties; (j) reference to a clause or schedule is a reference to a clause or schedule to this Agreement, and a reference to a subclause or paragraph is a reference to the subclause of the clause or paragraph of the clause or subclause as the case may be in, or in relation to, which the reference is made; (k) “including” means “including, but not limited to”; and (l) reference to a “person” includes a body corporate. (2) Nothing in this Agreement shall be construed to exempt the State or the Company from compliance with or to require the State or the Company to do anything contrary to any law 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 law relating to native title. (3) 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 its activities under this Agreement that may be made by or under the EP Act. **Ratification and operation** 3. (1) The State shall introduce and sponsor a Bill in the State Parliament of Western Australia prior to 31 December 2010 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 clauses 1 and 2 will not come into operation until the Bill referred to in subclause (1) has been passed by the State Parliament of Western Australia and comes into operation as an Act. (3) If by 30 June 2011 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 date 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. **Initial obligations of the State** 4. The State shall subject to the adequate protection of the environment (including flora and fauna) and the land affected (including improvements thereon), and subject to the Company (unless the Minister otherwise allows) furnishing to the Minister the written consents referred to in clause 7(3)(a), arrange for the issue of requisite authority under the LAA to allow the Company to enter upon Crown land as defined in the LAA (including, if applicable, land the subject of a pastoral lease, but excluding land within the Port other than the Boodarie multi‑user stockyard area before any vesting of the land comprising it in, or any placing of the land comprising it under the care, control and management of, the Port Authority) with plant and equipment to carry out all works to the extent reasonably necessary for the purposes of undertaking its obligations under clause 5(1). **Initial obligations of the Company** 5. (1) The Company shall continue field and office geological, geophysical, geotechnical, engineering and environmental investigations and studies and marketing and finance studies and other matters necessary for the purposes of clauses 7 and 8 and to enable it to finalise and to submit to the Minister the detailed proposals referred to in clause 10. (2) The Company shall keep the State fully informed in writing at quarterly intervals from the date specified in clause 3(4) as to the progress and results of its operations under subclause (1) and supply to the Minister such information in relation thereto as the Minister may request from time to time. (3) The Company shall co‑operate with the State and consult with the representatives or officers of the State regarding matters referred to in subclauses (1) and (2) and any other relevant studies in relation to those subclauses that the Minister may wish the Company to undertake. ***Aboriginal Heritage Act 1972*** 6. For the purposes of this Agreement 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 made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time, in relation to the use or proposed use of land pursuant to that agreement after and in accordance with approved proposals under 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 Project (as defined in 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 clause 6 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. **Railway Corridor** 7. (1) As soon as practicable during its studies under clause 5, and from time to time during those studies as required by either the Company or the State, the Company shall consult with the Minister to seek the agreement of the Minister as to: (a) where the SRL Railway will begin and end; (b) a route for the SRL Railway, access roads to be within the Railway Corridor and the land required for that route as well as associated infrastructure including areas from which stone, sand, clay and gravel may be taken, temporary accommodation facilities for the railway workforce and water bores; and (c) the routes of, and the land required for, roads outside the Railway Corridor for access to it to construct the SRL 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 SRL Railway and the access roads for the construction and maintenance of the SRL Railway which are to be within the Railway Corridor 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 associated infrastructure including 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 32 shall not apply to this subclause. (2) If the date by which the Company must submit detailed proposals under clause 10(1) is extended or varied by the Minister pursuant to clause 27, any agreement made pursuant to subclause (1) 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. (3) 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: (a) the issue of requisite authority under the LAA pursuant to clause 4 and the undertaking of the matters referred to in clause 5(1) (including as applying pursuant to clause 12(2)); (b) the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the SRL Railway and access roads to be within the Railway Corridor; (c) 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 clause 7(1) (including as applying pursuant to clause 12(2)); and (d) the inclusion of additional land in the Special Railway Licence as referred to in clause 13(8), in accordance with this Agreement. For the purposes of this subclause (3), “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 in respect of paragraph (a) the grant of the authority referred to therein and in respect of paragraphs (b), (c) and (d) the provision of such consents to the Minister as referred to in clause 10(5)(b) (including as applying pursuant to clause 12(4)). **Port Facilities** 8. (1) As soon as practicable during its studies under clause 5, and from time to time during those studies as required by either the Company or the State, the Company shall consult with the Minister to seek the agreement of the Minister (acting with the concurrence of the Port Authorities Minister) as to: (a) (i) an area or areas (as the case may be) of the Port to be leased to the Company; and (ii) an area or areas (as the case may be) of the Port to be licensed (on a non‑exclusive basis) to the Company, under the Port Facilities Lease and Licence and in which Port Facilities and access roads to be used by the Company in constructing, operating and maintaining the Port Facilities are to be constructed; (b) the nature and characteristics of the Port Facilities including, subject to subclause (2), the capacity of the Port Facilities; (c) (i) an area or areas (as the case may be) of the Port to be leased to the Company; and (ii) an area or areas (as the case may be) of the Port to be licensed (on a non‑exclusive basis) to the Company, under the Port Railway Lease and Licence and within which the Port Railway and access roads to be used by the Company in constructing, operating and maintaining the Port Railway are to be constructed; (d) where the Port Railway will end within the Port Railway Area and a route within that area for the Port Railway and access roads to be used by the Company in constructing, operating and maintaining the Port Railway; and (e) the nature and characteristics of the Port Railway including a design capacity which enables the transport of not less than 55 million tonnes of iron ore products per annum over the Port Railway. (2) The Port Facilities must include: (a) 2 berths with a total handling capacity of up to but not exceeding 55 million tonnes per annum; and (b) a train unloader with a design capacity which enables the unloading within the Port of not less than 55 million tonnes of iron ore products per annum from the Railway. (3) If the date by which the Company must submit detailed proposals under clause 10(1) is extended or varied by the Minister pursuant to clause 27, any agreement made pursuant to subclause (1) 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. (4) Notwithstanding any agreement (including for the avoidance of doubt pursuant to clauses 8(1) or 10(1)), representation or understanding between the Company and any one or more of the Minister, the Port Authorities Minister, the State or the Port Authority in connection with the vesting of the Boodarie multi‑user stockyard area, none of the Minister, the Port Authorities Minister, the State or the Port Authority: (a) has any obligation, whether under this Agreement or otherwise, to ensure that the vesting is pursued, completed or completed without delay; or (b) is liable to any person (including the Company) for any loss or damage of any kind whatsoever and howsoever arising out of or in connection with any failure or refusal to vest the land (or part thereof) or any delay in vesting the land (or part thereof) for any reason whatsoever. (5) Nothing in this Agreement, including any agreement between the Company and the Minister pursuant to subclause (1), shall be construed to oblige the State or any Minister in the Government of the said State to cause the Port Authority to grant to the Company or any other person tenure or other rights including the Port Facilities Lease and Licence or the Port Railway Lease and Licence. (6) The provisions of clause 32 shall not apply to this clause. **Community development plan** 9. (1) In this clause, the term “community and social benefits” includes: (a) training and guaranteed employment for indigenous and non‑indigenous persons living in the Pilbara region of the said State; (b) regional development and local procurement of goods and services; (c) contribution to community services and 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, prior to the time at which it submits any proposals pursuant to clause 10, and, if required by the Minister, prior to the time at which it submits any additional proposals pursuant to clause 12, it shall: (a) consult with the relevant local government or local governments with respect to the need for community and social benefits in relation to the developments proposed; (b) following such consultation, prepare a plan which describes the Company’s proposed strategies for achieving community and social benefits in connection with the developments proposed, and such plan shall include a process for regular consultation by the Company with the relevant local government or local governments in respect of the strategies; and (c) submit to the Minister the plan prepared pursuant to subclause (3)(b) and confer with the Minister in respect of the plan. (4) The Minister shall within one month after receipt of a plan submitted under subclause (3)(c), 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 plan submitted by the Company pursuant to subclause (3)(c) 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) During the currency of this Agreement, the Company shall implement the plan approved or deemed to be approved by the Minister under this clause. (7) The Company shall report to the Minister about the results of its periodic ongoing consultation with the relevant local government or local governments in accordance with the plan approved or deemed to be approved by the Minister under this clause and as soon as practicable after each such consultation takes place. (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. **Company to submit proposals** 10. (1) 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 clauses 7(1) and 8(1), approval of a plan as referred to in clause 9 and, unless otherwise agreed with the State during the currency of this Agreement, the vesting of the Boodarie multi‑user stockyard area in the Port Authority, submit to the Minister by 31 December 2011 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 undertaking of the Project, 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: (a) the SRL Railway including fencing (if any) and crossing places within the Railway Corridor and the matters referred to in subclause (2)(a); (b) 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; (c) water supply; (d) energy supplies; (e) 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 clause 7(1); (f) any other works, services or facilities desired by the Company; and (g) 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. (2) (a) Proposals as to the matters specified in subclause (1)(a) must provide for the SRL Railway to have: (i) a design capacity which enables the transport of not less than 55 million tonnes of iron ore products per annum over the SRL Railway; and (ii) a railway track configuration which enables: (A) rail operations of the kind carried out on the Pilbara Iron Ore Railways to be carried out on the Railway, and vice versa; and (B) connection of the SRL Railway outside the Port to any one or more of the Pilbara Iron Ore Railways. (b) Proposals pursuant to subclause (1) must specify the matters agreed for the purpose pursuant to clauses 7(1) and must not be contrary to or inconsistent with such agreed matters. (3) Each of the proposals pursuant to subclause (1) 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 paragraphs (a) to (g) of subclause (1), and until all of its proposals under this clause 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 clause in respect of the subject matter of the withdrawn proposal. (4) 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 clause), 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) At the time when the Company submits the last of the said proposals pursuant to this clause, it shall: (a) furnish to the Minister’s reasonable satisfaction evidence of: (i) the financial capability of the Company to undertake the operations to which the said proposals refer; (ii) 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 SRL Railway; (iii) the readiness of the project proponent for the mining of iron ore from the Roy Hill mining area to embark upon and to proceed to carry out that project in a timeframe consistent with the commencement of the undertaking of the Project; (iv) the Company having a binding agreement for the transport upon the Railway and ship loading at the Port Facilities over the term of this Agreement of the iron ore to be mined after the date of this Agreement from the Roy Hill mining area; (v) all other arrangements and agreements it has at that time made or proposes to make in respect of access (as defined in clause 15) to the Railway, in respect of transport of any iron ore products, freight goods or other products over the Railway; and (vi) the readiness of the Company to embark upon and proceed to carry out the operations referred to in the said proposals; and (b) furnish to the Minister the written consents referred to in clause 7(3)(b) and 7(3)(c); and (c) furnish to the Minister’s reasonable satisfaction evidence that the Port Authority has granted to the Company the Port Facilities Lease and Licence (which includes terms as agreed by the Company and the Port Authority relating to access to the Port Facilities, including use by persons of the services provided by the Port Facilities) and the Port Railway Lease and Licence each of which may be conditional upon the grant of the Special Railway Licence and that the term of each of those titles will commence within 3 months after approval under clause 11 of all of the Company’s proposals submitted under subclause (1). **Consideration of proposals** 11. (1) In respect of each proposal pursuant to clause 10(1) the Minister shall subject to the EP Act: (a) approve of the proposal 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 10(1) not covered by the said proposal or until such time as clause 10(5) has been complied with by the Company; or (c) 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 (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, PROVIDED ALWAYS that where implementation of any proposals hereunder have 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. (2) The Minister shall within 2 months after the later of: (a) receipt of proposals pursuant to clause 10(1); (b) where the proposals are to be assessed under Part IV of the EP Act, service on the Minister of an authority under section 45(7) of the EP Act; and (c) where a proposal will or may require the State to do any act which affects any native title rights and interests, completion of all processes required by laws relating to native title to be undertaken by the State before that act may be done by the State, give notice to the Company of his decision in respect to the proposals. (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) 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 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. (5) An award made on an arbitration pursuant to subclause (4) shall have force and effect as follows: (a) if by the award the dispute is decided against the Company then unless the Company within 3 months after delivery of the award gives notice to the Minister of its acceptance of the award this Agreement shall on the expiration of that period of 3 months cease and determine; or (b) if by the award 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) Notwithstanding any provision of this Agreement (other than clause 27) or that any matter required to be agreed pursuant to clauses 7(1) and 8(1) has not been agreed, or that the plan required to be approved pursuant to clause 9 has not been approved, or that the Boodarie multi‑user stockyard area has not been vested in the Port Authority, or that under this clause any proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every proposal and matter required pursuant to clause 10 is so approved or determined by 30 June 2012: (a) subject to paragraph (b), the Minister may give the Company 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the detailed proposals and matters are so approved or determined this Agreement shall on the expiration of that period cease and determine; or (b) if the State has determined or determines that it will not vest or complete the vesting of the Boodarie multi‑user stockyard area (or part thereof) in the Port Authority for any reason whatsoever and the Company’s right to submit proposals pursuant to clause 10(1) is still subject to such vesting having first occurred, the Minister may give the Company notice of intention to determine this Agreement immediately and this Agreement shall cease and determine on the date the notice is given to the Company, subject to the provisions of clause 29. (7) Subject to and in accordance with the EP Act and any approvals and licences required under that Act the Company shall implement the approved proposals in accordance with the terms thereof so that the SRL Railway, access roads and the Lateral Access Roads are constructed and operational within 3 years of the approval of the proposals. (8) Notwithstanding clause 25, the Minister may during the implementation of approved proposals approve variations to those proposals. (9) The Minister may extend the periods set forth in clause 10(1) and subclause (7) of this clause (in addition to any extension granted under clauses 26 and 27) upon request of the Company for such reasonable period or periods as the Minister considers appropriate to enable the Company to comply with laws relating to native title. **Expansion of Project outside the Port** 12. (1) If the Company at any time during the currency of this Agreement desires to construct outside the Port an SRL Railway spur line or desires to significantly modify, expand or otherwise vary its activities 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 spur line) beyond those activities specified in any approved proposals, 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 such matters mentioned in clause 10(1) as are relevant or as the Minister otherwise requires and in the case of the proposed construction of a SRL Railway spur line the proposed capacity of such spur line). (2) If the notice relates to a SRL Railway spur line, 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. If the Minister gives in‑principle approval the Company may (but not otherwise) submit detailed proposals in respect thereof provided that the provisions of clauses 4, 5, 7 and 9 shall mutatis mutandis apply prior to submission of detailed proposals in respect thereof. (3) 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 clause 7(1) as referred to in subclause (2), and approval of a plan as referred to in clause 9, the Company shall submit to the Minister within a reasonable timeframe, as determined by the Minister after receipt of the notice referred to in subclause (1) (or in the case of a notice referred to in subclause (2) the giving of the Minister’s in-principle consent as referred to in that subclause), detailed proposals in respect of the proposed construction of such spur line or the proposed modification, expansion or variation of its activities including such of the matters mentioned in clause 10(1) as the Minister may require. (4) The provisions of clause 10 (other than subclause (2)(a) and with the reference in subclause 5(b) to clause 7(3)(b) being read as a reference to clause 7(3)(d)) and clause 11 (other than subclauses (5)(a), (6) and (7) of clause 11) shall mutatis mutandis apply to detailed proposals submitted pursuant to this clause provided that the Company may withdraw such proposals 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 same. Subject to and in accordance with the EP Act and any approvals or licences required under that Act, the Company shall implement approved proposals pursuant to this clause in accordance with the terms thereof. **Grant of Tenure** 13. (1) 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 clause 10(1) have been approved or deemed to be approved and the Company has complied with the provisions of clause 10(5), the State notwithstanding the Mining Act shall cause to be granted to the Company: (a) 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 SRL Railway and access roads (“**the Special Railway Licence**”) such licence to be granted under and subject to, except as otherwise provided in this Agreement, the Mining Act in the form of Schedule 1 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: (i) prior to the Railway Operation Date, as if the width of the Railway Corridor were 100 metres; and (ii) on and from the Railway Operation Date, at the rentals from time to time prescribed under the Mining Act; and (b) 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 clause 7(1) (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 in the form of Schedule 2 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. (2) 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 clause 12(1) for the construction of Lateral Access Roads for access to the Railway Corridor to construct a SRL Railway spur line have been approved or deemed to be approved and the Company has complied with the provisions of clause 10(5)(b) (as applying pursuant to clause 12(4)), the State notwithstanding the Mining Act 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 clause 7(1) (as applying pursuant to clause 12(2) (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 in the form of Schedule 3 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. (3) Subject to the performance by the Company of its obligations under this Agreement and the Mining Act and notwithstanding any provisions of the Mining Act to the contrary the term of the Special Railway Licence shall be for a period of 30 years commencing on the date of grant thereof (subject to sooner determination thereof upon the determination of this Agreement) with the right as provided herein for the Company to take during the currency of this Agreement 2 successive renewals each of 10 years (subject to sooner determination thereof upon the determination of this Agreement) upon the same terms and conditions, such right to be exercised by the Company making application for such renewal not later than one month before the expiration of the then current term of the Special Railway Licence. For the avoidance of doubt the Company acknowledges that the term of the Special Railway Licence may only be renewed twice. (4) Notwithstanding the Mining Act, 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. (5) Notwithstanding the Mining Act, 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. (6) (a) The Company may in accordance with approved proposals take stone, sand, clay and gravel from the Railway Corridor (for the avoidance of doubt including any area of land included in the Special Railway Licence pursuant to subclause (8)) for the construction, operation and maintenance of the SRL Railway (including any SRL Railway spur line) constructed within or approved for construction within the Railway Corridor. (b) Notwithstanding the Mining Act no royalty shall be payable under the Mining Act in respect of stone, sand, clay and gravel which the Company is permitted by subclause (6) to obtain from the land the subject of the Special Railway Licence. (7) For the purposes of this Agreement and without limiting the operation of subclauses (1) to (6) above and subclause (6), the application of the Mining Act and the regulations made thereunder are specifically modified; (a) in section 91(1) by: (i) deleting “the mining registrar or the warden, in accordance with section 42 (as read with section 92)” and substituting “the Minister”; (ii) deleting “any person” and substituting “the Company (as defined in the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038 as varied from time to time)”; (iii) deleting “for any one or more of the purposes prescribed” and substituting “for the purpose specified in clause 13(1)(a), clause 13(1)(b) or clause 13(2), of the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633 Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, and as varied from time to time”; (b) in section 91(3)(a), by deleting “prescribed form” and substituting “form required by the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time”; (c) by deleting sections 91(6), 91(9), 91(10) and 91B; (d) 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”; (e) 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 made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time.”; (f) by deleting sections 94(2), (3) and (4); (g) in section 96(1), by inserting after “miscellaneous licence” the words “(not being a miscellaneous licence granted pursuant to the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time”; (h) by deleting mining regulations 37(2), 37(3), 42 and 42A; and (i) by inserting at the beginning of mining regulations 41(c) and (f) the words “subject to the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time.”. (8) If additional proposals are approved in accordance with clause 12 for the construction of a SRL 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. **Construction and operation of Railway and retention of Port Facilities** 14. (1) Subject to and in accordance with approved proposals, the Rail Safety Act and the State having assured to the Company all necessary rights over Crown land (as defined in the LAA) available for the purpose 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 SRL Railway and associated 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 SRL Railway crosses or intersects with major roads or existing railways. (2) The Company shall during the currency of this Agreement: (a) keep the Railway in an operable state; (b) ensure that the Railway is operated in a safe and proper manner in compliance with all applicable laws from time to time; and (c) without limiting subclause (2)(b) or clause 17, 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 and (from such time as the Access Act and the Access Code apply to the Railway) ensure that the obligations imposed under the Access Act and the Access Code on a railway owner (as that term is therein defined) are complied with in connection with the Railway. Nothing in this Agreement shall be construed to exempt the Company or any other person from compliance with the Rail Safety Act and (from and during such time as they apply as referred to in clause 15(2)) the Access Act and the Access Code, or limit their application to the Company’s operations generally. (3) The Company shall provide crossings for livestock and also for any roads, other railways, conveyors, pipelines and other utilities which now exist 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 the SRL Railway. (4) In relation to its use of the Railway when transporting passengers or carrying iron ore products, freight goods or other products, the Company shall not be deemed to be a common carrier at law or otherwise. (5) The Company shall at all times be the holder of the Special Railway Licence and Lateral Access Road Licences and (without limiting clause 31) shall at all times own manage and control the use of the Railway. (6) The Company shall not be entitled to exclusive possession of the land the subject of the Special Railway Licence or any Lateral Access Road Licence 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. (7) The Company’s ownership of the SRL Railway shall not give it an interest in the land underlying it. (8) 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 the Railway, or permit this to occur, other than for the purpose of maintenance, repair, upgrade or renewal. (9) The Company shall use all reasonable endeavours to ensure that, during the currency of this Agreement, the SRL Railway has a railway track configuration which enables: (a) rail operations of the kind carried out on the Pilbara Iron Ore Railways to be carried out on the Railway, and vice versa; and (b) connection of the SRL Railway to any one or more of the Pilbara Iron Ore Railways. (10) The Company shall at all times be the holder of the Port Facilities Lease and Licence and (without limiting clause 31) shall at all times manage and control the use of the Port Facilities. (11) The Company shall not at any time without prior consent of the Minister (acting with the concurrence of the Port Authorities Minister) dismantle, sell or otherwise dispose of any part or parts of the Port Facilities, or permit this to occur other than for the purpose of maintenance, repair, upgrade or renewal. (12) The Company shall not be entitled to surrender the Port Facilities Lease and Licence or the Port Railway Lease and Licence or any part or parts of them without the prior consent of the Minister. (13) The Company shall, subject to and in accordance with approved proposals, in a proper and workmanlike manner, construct any access roads, Lateral Access Roads and other works approved for construction under this Agreement. (14) The Company shall: (a) be responsible for the cost of construction and maintenance of all Private Roads; (b) 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 and persons who have rights under the Access Act and the Access Code to use those roads) from using the Private Roads; and (c) 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. (15) During the currency of this Agreement the Company shall not trade in iron ore products. **Access Obligations for Railway** 15. (1) For the purposes of this clause: (a) “**access**” includes use by persons of the Railway and, in connection with such use, use by persons of the Company’s access roads within the Railway Corridor and within the Port Railway Area but does not, for the purposes of subclause (5)(c) or (7)(a) include use of the Company’s rolling stock, rolling stock maintenance facilities, office buildings, housing, freight centres, terminal yards and depots or other facilities which are not railway infrastructure (as that term is defined in the Access Act) and, for the avoidance of doubt, does not include use of unloading facilities and the associated railway track loop constructed under this Agreement; (b) “**Access Date**” means the date on which all of the documents and matters referred to in subclause (8)(c) are approved or determined under the relevant section of the Access Act or of the Access Code; (c) “**agreement**” includes an agreement, commitment or arrangement which is binding or takes effect when made and an agreement, commitment or arrangement which becomes binding or takes effect during the currency of this Agreement with the giving of notice, lapse of time, occurrence of any event, passing of any date or for any other reason; (d) “**Expansion Access Date**” in relation to an expansion or extension (including any spur line) of the Railway means the date on which all of the documents and matters referred to in subclause (8)(d) are approved or determined under the relevant section of the Access Act or of the Access Code in connection with the expansion or extension of the Railway; (e) “**railway owner**” has the same meaning as in the Access Act; (f) “**Regulator**” has the same meaning as in the Access Act; (g) “**TPA Undertaking Acceptance Date**” means the date on which, under section 44ZZBA of the Trade Practices Act, the decision of the Commission (as defined in section 4(1) of the Trade Practices Act) to accept under Division 6 of Part IIIA of the Trade Practices Act the Company’s proposed undertaking for the provision of haulage services referred to in subclause (6)(b) comes into operation; and (h) “**year**” means the period of 12 months commencing on the Railway Operation Date or any subsequent period of 12 months during the currency of this Agreement. (2) (a) The State and the Company intend that, until the TPA Undertaking Acceptance Date, the Access Act and the Access Code shall apply: (i) to the Railway as soon as possible after the Railway is constructed and commissioned but before the Railway Operation Date; and (ii) to any expansion or extension thereof (including a spur line) as soon as possible after such expansion or extension is constructed. (b) The Company shall from the date occurring 6 months before the date for completion of construction of the SRL Railway specified in its time program for the commencement and completion of construction of that SRL Railway submitted under clause 10(1), 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. (c) The Company shall on the Railway Operation Date notify the Minister that the first carriage of iron ore products, freight goods or other products as the case may be over the Railway (other than for construction or commissioning purposes) has occurred. (d) The Company shall from the date occurring 6 months before the date for completion of construction of a SRL Railway spur line specified in its time program for the commencement and completion of construction of that spur line submitted under clause 12(1) 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 date SRL Railway spur line Operation Date. (e) The Company shall on the SRL Railway spur line Operation Date in respect of any SRL Railway spur line notify the Minister that the first carriage of iron ore products, freight goods or other products as the case may be over such spur line (other than for construction or commissioning purposes) has occurred. (3) The Company acknowledges that one of the intentions of the State and the Company in entering into this Agreement is that the Access Act and the Access Code apply, until the TPA Undertaking Acceptance Date, to and in respect of the Railway (but not to the Company’s rolling stock, rolling stock maintenance facilities, office buildings, housing, freight centres, terminal yards and depots and any other facilities which are not railway infrastructure (as that term is defined in the Access Act)) and access roads of the Company within the Railway Corridor and within the Port Railway Area. The Company: (a) acknowledges that the State shall from time to time be entitled to make such legislative changes as are necessary to achieve that purpose; and (b) shall do all such things as the Minister reasonably requests for the purposes of the Access Code applying and continuing to apply to and in respect of the Railway which are not inconsistent with this Agreement. (4) During the period prior to the Access Date: (a) subject to subclause (4)(b), no agreement for access to the Railway or provision of rail transport services over the Railway (including for purposes of transport of iron ore products, freight goods or other products) shall be made without the prior consent of the Minister; and (b) one or more agreements for access to the Railway or provision of rail transport services over the Railway for the purposes of the transport of iron ore products may be made without the prior consent of the Minister, but such agreements: (i) shall only be entered into by the Company; (ii) shall not, either alone or when taken together, allow or provide for the transport (whether by the Company or any other person using the Railway) of more than 55 million tonnes of iron ore products over the Railway in any year during the currency of this Agreement; and (iii) shall comply with subclause (5). (5) The Company shall ensure that each agreement for access to the Railway or provision of rail transport services over the Railway entered into prior to the Access Date: (a) does not and will not in any way prevent alteration of practices or methods of operation in relation to control and management of the Railway and its use (including in respect of allocation and management of the use of train paths on the Railway and management of train control and operating standards for the Railway) to the extent necessary to comply with obligations of a railway owner in connection with the Railway under the Access Act and the Access Code after the Access Date (including obligations to comply with train management guidelines in connection with the Railway from time to time approved or determined under section 43 of the Access Code and directions given under that section, statements of policy in connection with the Railway from time to time approved or determined under section 44 of the Access Code and an arrangement from time to time approved, and directions from time to time given, under section 29 of the Access Act for or to the railway owner in respect of the Railway); (b) without limiting subclause (5)(a): (i) does not and will not in any way limit the discretion of the Regulator in approving, determining or giving a direction in respect of train management guidelines in connection with the Railway under section 43 of the Access Code or approving or determining a statement of policy in connection with the Railway under section 44 of the Access Code or under section 29 of the Access Act approving an arrangement for or issuing a direction to the railway owner in respect of the Railway; and (ii) provides that, if any provision of the agreement is inconsistent with a provision of the Access Act or the Access Code in effect as at the Access Date (other than a provision in Schedule 4 of the Access Code), or inconsistent with any statement, document, determination or other requirement issued, made, approved or determined under either or both of the Access Act and the Access Code as at the Access Date, the relevant provision of the Access Act or the Access Code or the statement, document, determination or other requirement (as the case may be) shall prevail over the provision of the agreement to the extent of that inconsistency; (c) does not impose on the Company obligations, or create in favour of any other person any interest, in relation to use of the Railway (including in relation to allocation of train paths on the Railway and management of train control for the Railway) which may in effect preclude other entities from access to the Railway in accordance with the Access Act and the Access Code; (d) would, if that agreement were an “access agreement” within the meaning of the Access Code, comply with sections 17(1)(a), 17(1)(c) and 36(2)(c) of the Access Code; and (e) is, with effect from the Access Date, altered to comply with and to be consistent with the Access Act and the Access Code (except Schedule 4 of the Access Code) as at that time and with each statement, document, determination and other requirement at that time issued, made, approved or determined under the Access Act or the Access Code as if the agreement were an access agreement (as that term is defined in the Access Code). The above provisions of this subclause (5) shall apply mutatis mutandis in respect of any expansion or extension (including any spur line) of the Railway on the basis that references in the above provisions of this subclause (5) to “Railway” are to be read as including the relevant expansion or extension and to “Access Date” are to be read as references to “Expansion Access Date”. (6) (a) Without limiting clause 33, the Company must, during the currency of this Agreement, consult with and keep the State fully informed concerning any steps that the Company proposes to take or is taking, or concerning any steps which the Company is aware any other person proposes to take or is taking, to have the Railway made subject to Part IIIA of the Trade Practices Act. (b) The Company has advised the State that it intends to give a written undertaking to the Commission under Division 6 of Part IIIA of the Trade Practices Act for the provision of haulage services (including of iron ore) over the Railway and to obtain the Commission’s acceptance of the undertaking by the Railway Operation Date. (c) Without limiting its obligation under paragraph (a) the Company must consult with and keep the State fully informed with respect to the proposed provisions of such access undertaking. (d) From and including the TPA Undertaking Acceptance Date the Company shall be released from any outstanding obligation it may have under subclauses (3)(b), (4), (5) or (8) or to promote under (7)(a) use by persons of the Railway as formerly proposed by the application of the Access Act and the Access Code. (e) Nothing in this clause shall be taken to limit rights of the State to make under the Trade Practices Act or otherwise such submissions as it thinks fit in respect of any such access undertaking application by the Company. (f) The Company must from and including the TPA Undertaking Acceptance Date have in place during the currency of this Agreement an undertaking under Division 6 of Part IIIA of the Trade Practices Act for the provision of haulage services (including of iron ore) over the Railway. (7) The Company shall: (a) after the Railway Operation Date use all reasonable endeavours to promote access to, and attract customers for, the Railway; and (b) not without the prior consent of the Minister enter into or allow to be entered into any agreement or arrangement, or otherwise adopt any practice, whereby the Railway is connected to another railway for the purpose of running rolling stock in a circuit over them, or whereby the Railway otherwise does not or cannot accommodate traffic moving in both directions. (8) The Company shall: (a) ensure that the publication referred to in Part 2A of the Access Code is prepared and made available for purchase no later than 7 days after the Access Act and the Access Code apply to the Railway; (b) ensure the submission to the Regulator of the arrangement for the railway owner in respect of the Railway required to be approved by the Regulator under section 29 of the Access Act, each of the statements in connection with the Railway required to be prepared and submitted to the Regulator under sections 43(3), 44(2), 46(1) and 47(1) of the Access Code and any other document the subject of a notice from the Minister to the Company, being a document which the Access Act or the Access Code requires to be submitted by a railway owner to the Regulator, no later than 7 days after the Access Act and the Access Code apply to the Railway or such earlier date specified in the Access Act or the Access Code (as the case may be) for preparation and submission of such arrangement or statements; (c) conduct itself in such a manner as to, and do all such things as are reasonable to, facilitate the approval or determination of: (i) train management guidelines in connection with the Railway under section 43 of the Access Code; (ii) statements of policy in connection with the Railway under section 44 of the Access Code; (iii) costing principles in connection with the Railway under section 46 of the Access Code; (iv) over‑payment rules in connection with the Railway under section 47 of the Access Code; (v) an arrangement referred to in section 29(1) of the Access Act for the railway owner in respect of the Railway; and (vi) any other document or matter the subject of a notice from the Minister to the Company, being a document or matter which the Access Act or the Access Code requires be approved or determined in connection with a railway owner, as soon as possible after the Access Act and the Access Code apply to the Railway; and (d) ensure the submission to the Regulator within 3 months of the Access Act and the Access Code applying to any expansion or extension (including any spur line) of the Railway of new or amended guidelines, statements of policy, principles, rules, arrangements and other documents and matters referred to in this subclause (8) as may be required by the Access Act and the Access Code in respect of the relevant expansion or extension of the Railway and conduct itself in such manner as to, and do all such things as are reasonable to, facilitate the approval or determination of new or amended document and matters. (9) Nothing in this clause shall be taken to exempt the railway owner in respect of the Railway from any obligation or requirement of the railway owner under the Access Act or the Access Code. (10) Nothing in this Agreement shall be taken to limit the rights of the State to regulate access to the Port and to the Port Facilities in the future, or the Company’s obligations to comply in respect of any such regulation. **Compliance with Laws** 16. (1) In the construction operation maintenance and use of any work installation plant machinery equipment service or facility provided or controlled by the Company, the Company shall throughout the currency of this Agreement comply with and observe the provisions hereof and subject thereto the laws for the time being in force in the said State. (2) Except as otherwise provided in this Agreement, the Company shall be responsible for obtaining such leases, authorities, permits and licences as it shall require for the obtaining of stone, sand, clay and gravel for the construction of the Railway and the Lateral Access Roads. **Maintenance** 17. Throughout the currency of this Agreement the Company shall 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 all such other works installations plant machinery and equipment for the time being the subject of this Agreement. **Use of local labour professional services and materials** 18. (1) Except as otherwise agreed by the Minister the Company shall, for the purposes of this Agreement: (a) except in those cases where the Company can demonstrate it is not reasonable and economically practicable so to do, use labour available within the said State (using all reasonable endeavours to ensure that as many as possible of the workforce be recruited from the Pilbara region) or if such labour is not available then, except as aforesaid, use labour otherwise available within Australia; (b) as far as it is reasonable and economically practicable so to do, use the services of engineers, surveyors, architects and other professional consultants experts and specialists, project managers, manufacturers, suppliers and contractors resident and available within the said State, or if such services are not available within the said State, then, as far as practicable as aforesaid, use the services of such persons otherwise available within Australia; (c) during design and when preparing specifications, calling for tenders and letting contracts for works, 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 suitably qualified Western Australian and Australian suppliers, manufacturers and contractors are given fair and reasonable opportunity to tender or quote; (d) 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 or, subject to the foregoing, give that consideration and, where possible, preference to other Australian suppliers, manufacturers and contracts; and (e) if, notwithstanding the foregoing provisions of this subclause, a contract is to be let or an order is to be placed with other than a Western Australian or Australian supplier, manufacturer or contractor, give proper consideration and, where possible, preference to tenders, arrangements or proposals that include Australian participation where price, delivery and service are otherwise equal or better. (2) Except as otherwise agreed by the Minister, the Company shall, in every contract entered into with a third party for the supply of services, labour, works, materials, plant, equipment or 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 subclause (1) and shall report to the Company concerning such third party’s implementation of that condition. (3) The Company shall: (a) in respect of developments the subject or to be the subject (as the case may be) of proposals submitted under clause 10, submit a report to the Minister at quarterly intervals from the date specified in clause 3(4) to the date of the first submission of proposals under clause 10 and thereafter at monthly intervals until commissioning of the Railway and thereafter as requested by the Minister from time to time; and (b) in respect of developments the subject or to be the subject (as the case may be) of proposals submitted under clause 12, submit a report to the Minister at quarterly intervals from the date on which it gives notice under clause 12(1) to the date of the first submission of proposals in connection with that notice under clause 12 and thereafter at monthly intervals until commissioning of the developments the subject of the proposals approved pursuant to clause 12 and thereafter as requested by the Minister from time to time, concerning its implementation of the provisions of this clause, together with a copy of any report received by the Company pursuant to subclause (2) during that month or longer period as the case may be 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. (4) The Company shall keep the Minister informed on a regular basis as determined by the Minister from time to time or otherwise as reasonably required by the Minister during the currency of this Agreement of any services (including any elements of the project investigations, design and management) and any works, materials, plant, equipment and supplies that it may be proposing to obtain from or have carried out or permit to be obtained from or carried out outside Australia, together with its reasons therefor and shall, as and when required by the Minister, consult with the Minister with respect thereto. **No discriminatory charges** 19. Except as provided in this Agreement the State must not impose, nor shall it permit or authorise any local government or any agency, instrumentality or other authority of the State to impose, discriminatory taxes, rates or charges of any nature whatsoever on or in respect of the titles, property or other assets, products, materials or services used or produced by or through the activities of the Company in the conduct of the Project nor will the State take or permit to be taken by any such State agency, instrumentality or other authority any other discriminatory action which would deprive the Company of full enjoyment of the rights granted or intended to be granted under this Agreement. In the application of this clause the conferral of rights upon parties to other Government agreements shall be disregarded. **Taking of land for the purposes of this Agreement** 20. (1) The State is hereby empowered, as and for a public work under Parts 9 and 10 of the LAA and the *Public Works Act 1902*, to take for the purposes of this Agreement any land (other than any part of the Port) which in the opinion of the Company is necessary for the Project and which the Minister determines is appropriate to be taken for the Project (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 those Acts may license that land to the Company. (2) In applying Parts 9 and 10 of the LAA and the *Public Works Act 1902* for the purposes of this Clause ‑ (a) “**land**” in those Acts includes a legal or equitable estate or interest in land; (b) sections 170, 171, 172, 173, 174, 175 and 184 of the LAA do not apply; and (c) the LAA applies as if it were modified in section 177(2) by inserting ‑ (i) 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*”; and (ii) after “that Act” the following ‑ “or that Agreement as the case may be”. (3) 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. **No taking of land** 21. Subject to the performance by the Company of its obligations under this Agreement, but without limiting clause 14(3) the State shall not, during the currency of this Agreement, without the consent of the Company, take or suffer or permit to be taken by any local government or by any agency, instrumentality or other authority of the State any of the works, installations, plant, equipment or other property for the time being belonging to the Company and the subject of or used for the purpose of this Agreement or any of the works on the lands the subject of the Special Railway Licence and, without such consent (which shall not be unreasonably withheld), the State shall not create or grant or permit or suffer to be created or granted by any agency, instrumentality or other authority of the State any road, right‑of‑way, water right or easement of any nature or kind whatsoever over or in respect of any such lands which may unduly prejudice or interfere with the Company’s activities under this Agreement. **Commonwealth licences and consents** 22. (1) The Company shall from time to time make application to the Commonwealth or to the Commonwealth constituted agency, authority or instrumentality concerned for the grant to it of any licence or consent under the laws of the Commonwealth necessary to enable or permit the Company to enter into this Agreement and to perform any of its obligations hereunder. (2) On request by the Company the State shall make representations to the Commonwealth or to the Commonwealth constituted agency, authority or instrumentality concerned for the grant to the Company of any licence or consent mentioned in subclause (1). **Zoning** 23. The State shall ensure after consultation with the relevant local governments that the lands the subject of the Special Railway Licence or a Lateral Access Road Licence shall be and remain zoned for use or otherwise protected during the currency of this Agreement so that the activities of the Company hereunder may be undertaken and carried out thereon without any interference or interruption by the State, by any agency, instrumentality or other authority of the State or by any local government on the ground that such activities are contrary to any zoning by‑law, regulation or order. **Assignment** 24. (1) Subject to the provisions of this clause the Company may at any time with the consent of the Minister assign, mortgage, charge, sublet or dispose of to any person the whole or any part of the rights of the Company hereunder (including to ownership of the Railway and its right to or as the holder of the Special Railway Licence or a Lateral Access Road Licence) and of the obligations of the Company hereunder subject however in the case of an assignment or disposition to the assignee or disponee (as the case may be) executing in favour of the State (unless the Minister otherwise determines) a deed of covenant in a form to be approved by the Minister to comply with observe and perform the provisions hereof on the part of the Company to be complied with, observed or performed in regard to the matter or matters the subject of such assignment or disposition. (2) Notwithstanding anything contained in or anything done under or pursuant to subclause (1) the Company will at all times during the currency of this Agreement be and remain liable for the due and punctual performance and observance of all the covenants and agreements on its part contained in this Agreement PROVIDED THAT the Minister may agree to release the Company from such liability where the Minister considers such release will not be contrary to the interests of the State. (3) Notwithstanding the provision of the Mining Act insofar as the same may apply: (a) no assignment, mortgage, charge, sublease or disposition made or given of or over the Special Railway Licence or any other licence granted pursuant to this Agreement in accordance with the provisions of subclause (1) and the terms of consent thereunder; and (b) no transfer, assignment, mortgage or sublease made or given in exercise of any power contained in any such mortgage or charge, shall require any approval or consent other than such consent as may be necessary under subclause (1) and no equitable mortgage or charge shall be rendered ineffectual by the absence of any approval or consent (otherwise than as required by this clause) or because the same is not registered under the provisions of the Mining Act. **Variation or determination** 25. (1) The parties to this Agreement may from time to time by agreement in writing add to, substitute for, cancel or vary all or any of the provisions of this Agreement for the purpose of more efficiently or satisfactorily implementing or facilitating any of the objects of this Agreement. (2) The Minister shall cause any agreement made pursuant to subclause (1) to be laid on the Table of each House of Parliament within 12 sitting days next following its execution. (3) Either House may, within 12 sitting days of that House after the agreement has been laid before it, pass a resolution disallowing the agreement, but if after the last day on which the agreement might have been disallowed neither House has passed such a resolution the agreement shall have effect from and after that last day. (4) The parties may at any time by mutual agreement determine this Agreement, PROVIDED THAT no matter in connection with a failure by the parties to agree under this subclause (4) shall be referable to arbitration hereunder. **Force majeure** 26. This Agreement shall be deemed to be made subject to any delays in the performance of the obligations under this Agreement and to the temporary suspension of continuing obligations under this Agreement that may be caused by or arise from circumstances beyond the power and control of the party responsible for the performance of those obligations including (without limiting the generality of the foregoing) delays or any such temporary suspension as aforesaid caused by or arising from act of God, force majeure, earthquakes, floods, storms, tempest, washaways, fire (unless caused by the actual fault or privity of the party responsible for such performance) act of war, act of public enemies, riots, civil commotions, strikes, lockouts, stoppages, restraint of labour or other similar acts (whether partial or general), acts or omissions of the Commonwealth, shortages of labour or essential materials, reasonable failure to secure contractors, delays of contractors, factors due to overall world economic conditions or factors due to action taken by or on behalf of any government or governmental authority (other than the State or any agency, instrumentality or other authority of the State) or factors that could not reasonably have been foreseen PROVIDED ALWAYS that the party whose performance of obligations is affected by any of the said causes must promptly give notice to the other party or parties of the event or events and shall use its best endeavours to minimise the effects of such causes as soon as possible after the occurrence. **Power to extend periods** 27. (1) Notwithstanding any provision of this Agreement but subject to subclause (2), the Minister may at the request of the Company from time to time extend or further extend any period or vary or further vary any date referred to in this Agreement for such period or to such later date as the Minister thinks fit, whether or not the period to be extended has expired or the date to be varied has passed. (2) The date specified in clause 10(1) for the submission of proposals under it may only be extended once pursuant to this clause and for a period not exceeding: (a) subject to paragraph (b), 6 months; or (b) if the reason for the Company’s request is a delay in vesting the Boodarie multi‑user stockyard area in the Port Authority, 2 years. **Determination of Agreement** 28. (1) If: (a) (i) the Company makes default which the State considers material in the due performance or observance of any of the covenants or obligations of the Company in this Agreement or in the Special Railway Licence or in a Lateral Access Road Licence; or (ii) the Company abandons or repudiates this Agreement or abandons or repudiates its activities under this Agreement, and such matter is not remedied within a period of 180 days after notice is given by the State as provided in subclause (2) or if the matter is referred to arbitration, then within the period mentioned in subclause (3); or (b) the Company goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction) and unless within 3 months from the date of such liquidation the interest of the Company is assigned to an assignee approved by the Minister under clause 24; or (c) the mining of iron ore from the Roy Hill mining area as referred to in clause 10(5)(a)(iii) has not commenced within 12 months after the SRL Railway is constructed and commissioned; or (d) the mining of iron ore from the Roy Hill mining area has been abandoned for a period of 12 months (or with the Minister’s approval such longer period not exceeding 5 years); or (e) the mining of iron ore from the Roy Hill mining area has been suspended for a continuous period of 5 years; or (f) the iron ore mined from the Roy Hill mining area is not transported upon the Railway to, and shipped from, the Port Facilities excluding any period during which the operation of the SRL Railway is suspended for maintenance, repair, upgrade or renewal permitted by this Agreement, the State may by notice to the Company determine this Agreement. (2) The notice to be given by the State to the Company in terms of subclause (1)(a) must specify the nature of the default or other ground so entitling the State to exercise such right of determination and where appropriate and known to the State the party or parties responsible therefor and shall be given to the Company and all such assignees, mortgagees, chargees and disponees for the time being of the Company’s said rights to or in favour of whom or by whom an assignment, mortgage, charge or disposition has been effected in terms of clause 24, whose name and address for service of notice has previously been notified to the State by the Company or, any such assignee, mortgagee, chargee or disponee. (3) (a) If the Company contests the alleged default or other ground referred to in subclause (1)(a) the Company shall within 60 days after notice given by the State as provided in subclause (2) refer the matter in dispute to arbitration. (b) If the question is decided against the Company, the Company must comply with the arbitration award within a reasonable time to be fixed by that award PROVIDED THAT if the arbitrator finds that there was a bona fide dispute and that the Company was not dilatory in pursuing the arbitration, the time for compliance with the arbitration award shall not be less than 90 days from the date of such award. (4) If the default referred to in subclause (1)(a) has not been remedied within a period of 180 days after receipt of the notice referred to in that subclause or within the time fixed by the arbitration award as aforesaid the State instead of determining this Agreement as aforesaid because of such default may itself remedy such default or cause the same to be remedied (for which purpose the State by agents workmen or otherwise shall have full power to enter upon lands occupied by the Company and to make use of all plant, machinery, equipment and installations thereon) and the actual costs and expenses incurred by the State in remedying or causing to be remedied such default shall be a debt payable by the Company to the State on demand. **Effect of cessation or determination of Agreement** 29. (1) On the cessation or determination of this Agreement: (a) except as otherwise agreed by the Minister the rights of the Company to, in or under this Agreement and the rights of the Company or any mortgagee or chargee to or in the Railway, access roads and other works constructed under this Agreement or to, in or under the Special Railway Licence or Lateral Access Road Licences (if still current), shall thereupon cease and determine but without prejudice to the liability of any of the parties hereto in respect of any antecedent breach or default under this Agreement or in respect of any guarantee or indemnity given under this Agreement; (b) the Company shall forthwith pay to the State all money which may then have become payable or accrued due; and (c) save as aforesaid and as otherwise provided in this Agreement none of the parties shall have any claim against the other of them with respect to any matter or thing in or arising out of this Agreement. (2) Upon the cessation or determination of this Agreement; (a) the Minister may by notice to the Company require the Company to, at the Company’s cost, remove the SRL Railway and any other works constructed under this Agreement from the Railway Corridor and return the land in the Railway Corridor to a condition as near as possible to the condition that land was in prior to the grant of authority under the LAA in respect of the land as contemplated by clause 4; (b) unless the Minister gives notice under subclause (2)(a), the SRL Railway and the works constructed under this Agreement shall become and remain the absolute property of the State without the payment of any compensation or consideration to the Company or any other party and freed and discharged from all mortgages and other encumbrances and the Company shall do and execute all such deeds, documents and other acts, matters and things (including surrenders) as the State may reasonably require to give effect to the provisions of this subclause. **Indemnity** 30. The Company shall 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 work carried out by or on behalf of the Company pursuant to this Agreement or relating to its activities hereunder or arising out of or in connection with the construction maintenance or use by the Company or its servants agents contractors or assignees of the Company’s works or services the subject of this Agreement or the plant apparatus or equipment installed in connection therewith PROVIDED THAT subject to the provisions of any relevant Act such indemnity will not apply in circumstances where the State, its servants, agents, or contractors are negligent in carrying out work for the Company pursuant to this Agreement. **Subcontracting** 31. Without affecting the liabilities of the parties under this Agreement each of the State and the Company will have the right from time to time to entrust to third parties the carrying out as their agent of any portions of the activities which it is authorised or obliged to carry out hereunder. **Arbitration** 32 (1) Except as provided in this Agreement, any dispute or difference between the State and the Company arising out of or in connection with this Agreement, the construction of this Agreement or as to the rights duties or liabilities of either of them under this Agreement or as to any matter to be agreed upon between them under this Agreement must, in default of agreement between them and in the absence of any provision in this Agreement to the contrary, be referred to and settled by arbitration under the provisions of the *Commercial Arbitration Act 1985* (WA) and each party may be represented before the arbitrator by a duly qualified legal practitioner or other representative. (2) Except where otherwise provided in this Agreement, the provisions of this clause will not apply to any case where the State, the Minister or any other Minister in the Government of the State is by this Agreement given either expressly or impliedly a discretionary power. (3) The arbitrator of any submission to arbitration under this Agreement is hereby empowered upon the application of either the State or the Company, to grant in the name of the Minister any interim extension of any period or variation of any date referred to herein which having regard to the circumstances may reasonably be required in order to preserve the rights of that party or of the parties to the arbitration and an award may in the name of the Minister grant any further extension or variation for that purpose. **Consultation** 33. (1) The Company must during the currency of this Agreement consult with and keep the State fully informed on a confidential basis concerning any action that the Company proposes to take with any third party (including the Commonwealth or any Commonwealth constituted agency, authority, instrumentality or other body) which might significantly affect the overall interest of the State under this Agreement. (2) The Company must during the currency of this Agreement consult with and keep the State fully informed with respect to the transport or proposed transport (of which it becomes aware) of the iron ore mined from the Roy Hill mining area other than on the Railway or the shipment of such iron ore other than from the Port Facilities. **Notices** 34. Any notice consent or other writing authorised or required by this Agreement to be given or sent by the State to the Company or to a Guarantor will be deemed to have been duly given or sent if signed by the Minister or by any senior officer of the Public Service of the State acting by the direction of the Minister and forwarded by prepaid post or handed to the Company or to the Guarantor as the case may be at its address hereinbefore set forth or other address in Western Australia nominated by the Company, or by the Guarantor as the case may be, to the Minister and by the Company or by the Guarantor to the State if signed on its behalf by any person or persons authorised by the Company or by its solicitors, or by the Guarantor or by its solicitors as the case may be, as notified to the State from time to time and forwarded by prepaid post or handed to the Minister and except in the case of personal service any such notice consent or writing shall be deemed to have been duly given or sent on the day on which it would be delivered in the ordinary course of post. **Guarantee of the Company’s performance** 35. Notwithstanding any addition to or deletion or variation of the provisions of this Agreement or any time or other indulgence granted by the State or by the Minister to the Company whether or not notice thereof is given to the Guarantors by the State, the Guarantors hereby guarantee to the State the due performance by the Company of all of the Company’s obligations to be performed hereunder. The Minister may agree to release the Guarantors from this guarantee where the Minister is reasonably satisfied that the Company has the financial capacity to perform its obligations under this Agreement. Except as provided in a release given under this clause, the guarantee given under this clause shall continue notwithstanding the cessation or determination of this Agreement. **Term of Agreement** 36. (1) Subject to the provisions of clause 11(6) and clauses 28 and 29, this Agreement shall expire on the expiration or sooner determination or surrender of the Special Railway Licence. (2) (a) As soon as practicable after: (i) the expiration of the 27th year of the initial term of the Special Railway Licence; and (ii) the expiration of the 7th year of the first renewal (if made) of that initial term, the Minister is to carry out a review of the operation of this Agreement and in undertaking that review the Minister is to consider: (iii) the need for the operation of this Agreement to so continue from the perspective of both the State and of the Company; (iv) the ability for the Company’s activities under this Agreement to be undertaken under the general laws of the State if the Agreement was to be determined; (v) then Government policies in relation to the benefits conferred by this Agreement; and (vi) such other matters as appear to the Minister to be relevant to the operation of this Agreement. The Minister is also to consult with the Port Authorities Minister. (b) The Minister is to prepare a report based on the Minister’s review under this subclause and provide the report to the State for the State’s consideration within 18 months of commencement of the review. (c) The Minister shall afford the Company and the Guarantors full opportunity to make submissions to the Minister for the Minister’s consideration in undertaking that review and to consult with the Minister in respect of the Minister’s proposed report under this subclause. (d) If following a review pursuant to paragraph (a)(i) or (a)(ii) the State forms the view that this Agreement should not continue the parties to this Agreement may by mutual agreement determine this Agreement. (e) The provisions of clause 32 shall not apply to the undertaking of a review under this clause (including the preparation and provision of the Minister’s report), to any forming by the State under this clause of the view that this Agreement should not continue or to any matter in connection with a failure by the parties to agree under paragraph (d) to determine this Agreement. (f) Nothing in this subclause (including any negotiations as contemplated by subclause (d) to determine this Agreement) shall prejudice rights of the State under clause 28. **Applicable law** 37. This Agreement is to be interpreted according to the law for the time being in force in the State of Western Australia. **SCHEDULE 1** **MISCELLANEOUS LICENCE FOR A RAILWAY AND OTHER PURPOSES** WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] the State agreed to grant to Roy Hill Infrastructure Pty Ltd ACN 130 249 633 of Level 3, Hppl House, 28‑42 Ventnor Avenue, West Perth, Western Australia (hereinafter with its successors and permitted assigns called “the Company”) a miscellaneous licence for the construction operation and maintenance of the SRL Railway (as defined in the Agreement and otherwise as provided in the Agreement) and, if applicable, other purposes AND WHEREAS the Company pursuant to clause 13(1) 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 Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] 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 SRL Railway 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 30 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 13(1)(a) of the Agreement with the right as provided in the Agreement for the Company during the currency of the Agreement to take 2 successive renewals of the term each for a further period of 10 years upon the same terms and conditions (subject to the sooner determination of the term upon the determination 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 therefor or in lieu thereof and to the regulations and by‑laws of the time being in force thereunder. ‑ The terms “approved proposals”, “Port Facilities”, “Railway”, “Railway Operation Date”, “Roy Hill mining area”, “SRL Railway” and “SRL 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 (including for the avoidance of doubt any area of land included in this licence pursuant to clause 13(8) of the Agreement) for the construction, operation and maintenance of the SRL Railway (including any SRL 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, determine 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 SRL 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 13(8) of the Agreement. 2. The Company shall as soon as possible after the construction of a SRL 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 13(8) 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 SRL 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, determine and thereafter impose in respect of this licence including during the term of the Agreement.] Land description Mineral Field **SCHEDULE 2** **MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD** WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] the State agreed to grant to Roy Hill Infrastructure Pty Ltd ACN 130 249 633 of Level 3, Hppl House, 28‑42 Ventnor Avenue, West Perth, Western Australia (hereinafter with its successors and permitted assigns called “the Company”) a miscellaneous licence for the construction use and maintenance of the Lateral Access Roads (as defined in the Agreement) AND WHEREAS the Company pursuant to clause 13(1) 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 Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] 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 13(1)(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 therefor 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, determine 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, determine and thereafter impose in respect of the licence, including during the term of the Agreement.] Description of land Mineral Field: **SCHEDULE 3** **MISCELLANEOUS LICENCE FOR A LATERAL ACCESS ROAD** WHEREAS by the Agreement (hereinafter called “the Agreement”) ratified by the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] the State agreed to grant to Roy Hill Infrastructure Pty Ltd ACN 130 249 633 of Level 3, Hppl House, 28‑42 Ventnor Avenue, West Perth, Western Australia (hereinafter with its successors and permitted assigns called “the Company”) a miscellaneous licence for the construction use and maintenance of the Lateral Access Roads (as defined in the Agreement) AND WHEREAS the Company pursuant to clause 13(2) 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 Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act [date] 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 13(2) 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 therefor 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, determine 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, determine and thereafter impose in respect of the licence, including during the term of the Agreement.] Description of land Mineral Field: 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** ) **COLIN JAMES BARNETT** ) [Signature] in the presence of: ) Witness: [Signature] Name: JOSEPH MATT OSTOJICH **INFRASTRUCTURE PTY LTD** ACN 130 249 ) [C.S.] 633 was hereunto affixed in accordance with its ) HOLDINGS PTY LTD ACN 123 721 077 ) [C.S.] was hereunto affixed in accordance with its ) **IRO**N ORE PTY LTD ACN 123 722 038 ) [C.S.] was hereunto affixed in accordance with its ) Schedule 2 — 2024 variation agreement [s. 3] [Heading inserted: No. 4 of 2025 s. 8.] **2024** **THE HONOURABLE ROGER COOK PREMIER OF THE STATE OF WESTERN AUSTRALIA** **ROY HILL INFRASTRUCTURE PTY LTD ACN 130 249 633** **ROY HILL HOLDINGS PTY LTD ACN 123 721 077** **ROY HILL IRON ORE PTY LTD ACN 123 722 038** **RAILWAY (ROY HILL INFRASTRUCTURE PTY LTD) AGREEMENT 2010** **RATIFIED VARIATION AGREEMENT** [Solicitor’s details] **THIS AGREEMENT** is made this 13th day of November 2024 **BETWEEN** **THE HONOURABLE ROGER COOK**, MLA., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time ("**the** **State**") of the first part; **ROY HILL INFRASTRUCTURE PTY LTD** ACN 130 249 633 of 5 Whitham Road, Perth Airport Western Australia ("**the** **Company**") of the second part; **ROY HILL HOLDINGS PTY LTD** ACN 123 721 077 and **ROY HILL IRON ORE PTY LTD** ACN 123 722 038 both of 5 Whitham Road, Perth Airport Western Australia (collectively "**the Guarantors**") of the third part. **RECITALS** **A.** The State, the Company and the Guarantors are the parties to the agreement dated 22 June 2010 ratified by and scheduled to the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* ("**the** **Principal Agreement**"). **B.** The State, the Company and the Guarantors wish to vary the provisions of 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 Company and the Guarantors acknowledge and agree that the State is not obliged to, and nor has it represented that it will, introduce in the Parliament of Western Australia a Bill to ratify this Agreement, notwithstanding that the State has executed this Agreement. (4) If by 31 December 2025 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 varied as follows: (1) in clause 1 by: (a) inserting in the appropriate alphabetical position the following new definitions: "**Additional Infrastructure**" means: (a) Train Loading Infrastructure; and (b) Train Unloading Infrastructure; "**Australian Consumer Law**" means the *Competition and Consumer Act 2010* (Cth); "**LAA Minister**" means the Minister for Lands, a body corporate under section 7 of the LAA; "**rail closure plan**" means a document that: (a) is in the form required under the Mining Act for a mine closure plan relating to miscellaneous licences granted under that Act (or otherwise in a form determined from time to time by the Minister for Mines in the absence of such a requirement); and (b) contains information required under the Mining Act for a mine closure plan relating to miscellaneous licences granted under that Act (or otherwise information determined from time to time by the Minister for Mines in the absence of such a requirement) including about: (i) the decommissioning of the SRL Railway, Additional Infrastructure (if any) and any other works under this Agreement, and whether proposed or, as at the Variation Date, under construction, existing and not already decommissioned; and (ii) the rehabilitation of land, within the area of the Special Railway Licence; "**SRL Railway associated infrastructure**" means associated railway track structures including sidings, turning loops, over and 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 that is contiguous to, and ancillary to the operation of, the SRL Railway, but does not include an SRL Railway spur line; "**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 products, freight goods or other products onto the SRL Railway for transport (directly or indirectly) to the Port; "**Train Unloading Infrastructure**" means train unloading infrastructure reasonably required for the unloading of iron ore products, freight goods or other products from the SRL Railway and, in the case of iron ore products, to be processed or blended with other iron ore products at processing or blending facilities in the vicinity of that train unloading infrastructure and with the resulting iron ore products then loaded onto the SRL Railway for transport (directly or indirectly) to the Port; and "**Variation Date**" means the date on which clause 2 of the variation agreement made on or about 11 November 2024 between the State, the Company and the Guarantors comes into operation. (b) in the definition of "Port Authority", inserting "and, from its succession, the Pilbara Ports Authority, a body corporate under the Port Authorities Act" at the end of the definition before the semicolon; (c) in the definition of "Port Railway Lease and Licence", after the words "(including as renewed)," inserting the words "as varied in accordance with its provisions,"; (d) in the definition of "Project", after the words "including access roads and" inserting the words "Additional Infrastructure (if any) and"; (e) in the definition of "Railway Safety Act", deleting "*Rail Safety Act 1998*" and substituting "*Rail Safety National Law (WA) Act 2015* (WA)"; (f) in the definition of "Special Railway Licence", deleting "clause 13(8)" and substituting "clauses 13(8) and 13(9)"; (g) in the definition of "SRL Railway", inserting ", including for the avoidance of doubt any SRL Railway spur line and SRL Railway associated infrastructure the subject of additional proposals approved in accordance with clause 12" at the end of the definition before the semicolon; (h) in the definition of "this Agreement", "hereof" and "hereunder", after the semicolon deleting the word "and"; and (i) deleting the "Trade Practices Act" definition; (2) deleting clause 4 (including the heading) and substituting the following: "**Obligations of the State** 4. (1) The State shall subject to subclause (3) and the adequate protection of the environment (including flora and fauna) and the land affected (including improvements thereon) arrange for the issue of requisite authority under any one or both of (as determined by the State in its discretion): (a) section 91 of the LAA; or (b) section 182 of the LAA, to allow the Company to enter upon Crown land (within the meaning of the LAA and including, if applicable, land the subject of a pastoral lease but excluding land within the Port other than the Boodarie multi‑user stockyard area before any vesting of the land comprising it in, or any placing of the land comprising it under the care, control and management of, the Port Authority) with plant and equipment to carry out all works to the extent reasonably necessary for the purposes of undertaking its obligations under clause 5(1) (including as applying pursuant to clause 12(2)). (2) For the purposes of paragraph (b) of subclause (1), section 182 of the LAA shall apply as if the Project (including a significant modification, expansion or other variation of it for which proposals are required pursuant to clause 12) is a proposed public work for which the LAA Minister is under that section authorised to take interests in land within the meaning of that section. (3) The Company acknowledges that it shall be responsible for obtaining all consents of each person whose consent the LAA Minister (acting with the concurrence of the Minister in respect of any such Crown land the subject of a Government agreement) requires for the grant of any requisite authority referred to in subclause (1) and in a form and substance acceptable to the LAA Minister." (3) deleting clause 6 (other than the heading) and substituting the following: "6. (a) For the purposes of this Agreement the *Aboriginal Heritage Act 1972* (WA) applies as if: (i) the expression 'owner of any land' in section 18(1) of that Act includes the Company to the extent that its requisite authority to enter and be on the relevant land would not otherwise comprise a right contemplated by section 18(1) of the Act; and (ii) the following sentences are added 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 agreement ratified by the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010*, as varied from time to time, of all of the Company's submitted initial proposals thereunder for the Project (as defined in 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." (b) The Company acknowledges that nothing in this clause 6 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." (4) in subclause 7(3) by: (a) deleting paragraph (a) other than the paragraph number and substituting "not used"; (b) in the final paragraph following paragraph (d), after each occurrence of the word "lease" inserting the word ", easement"; and (c) in the final paragraph following paragraph (d) by deleting the words "in respect of paragraph (a) the grant of the authority referred to therein and in respect of paragraphs (b), (c) and (d)"; (5) in clause 8 by: (a) in subclause 8(2), inserting before the words "Port Facilities" the word "initial"; and (b) in subclause 8(5), after the words "or any other person" inserting the words "(whether for the initial Project or as expanded from time to time)"; (6) in clause 9 by: (a) in subclause (7), after the word "periodic" inserting the words "(at least annual)"; and (b) inserting the following new subclause (9) in the appropriate numerical order: "The Company shall promptly provide to the State a summary of each plan approved or deemed approved in a form reasonably required by the State (which summary shall be published by or on behalf of the Company)." (7) by inserting after clause 9 the following new clause 9A: "**Local industry participation plan** 9A. (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 immediately following the Variation Date it shall 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 clause 18(2) 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 clause 18(2) to adopt, in calling for tenders and letting contracts for works, materials, plant, equipment and supplies 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 clause 18(2) 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 clause 18(2) 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) During the currency of this Agreement the Company shall implement the plan provided under this clause. (5) 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. (6) The provisions of subclauses (3) and (4) shall apply *mutatis mutandis* to any development proposed or to be proposed as the case may be pursuant to clause 12 (unless the Minister otherwise requires) but with any required plan to be submitted by no later than the giving of notice by the Company under clause 12(1). (7) The Company shall promptly provide to the State a summary of each plan provided under this clause in a form reasonably required by the State (which summary shall be published by or on behalf of the Company)." (8) in paragraph (b) of subclause 11(2) by deleting "section 45(7)" and substituting "section 45(12)"; (9) deleting clause 12 (other than the heading) and substituting the following: "12. (1) If the Company at any time during the currency of this Agreement desires to construct outside the Port a SRL Railway spur line, Additional Infrastructure or otherwise desires to significantly modify, expand or otherwise vary its activities (including by constructing SRL Railway associated infrastructure outside the then Railway Corridor) that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement beyond those activities specified in any approved proposals, it shall give notice of such desire to the Minister and furnish to the Minister with that notice: (a) an outline of its proposals in respect thereto (including such matters mentioned in clause 10(1) as are relevant or as the Minister otherwise requires); (b) in the case of the proposed construction of a SRL Railway spur line, the proposed design capacity of such spur line; (c) the expected consequent increase in the capacity of the Railway or part of it (as the case may be), as a result of the construction of the SRL Railway spur line or other modification, expansion or variation of the Company's activities (as the case may be); and (d) to the Minister's reasonable satisfaction evidence that capacity within the Port, and access for the Company to such capacity, will be available over the remaining term of this Agreement, and in a timeframe consistent with the commencement and completion of the construction of the SRL Railway spur line or other modification, expansion or variation of the Company's activities (as the case may be) for the handling at and shipment from it of the additional tonnages of iron ore products (or manganese ore products or other products, with the consent of the Port Authority) that may be transported upon the Railway to the Port as a result of the expected consequent increase in the capacity of the Railway or part of it (as the case may be). (2) 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, Additional Infrastructure (if any) or other modification, expansion or variation of the Company's activities (as the case may be) or whether he or she requires the proposal to be modified (in which case, subclause (1) shall *mutatis mutandis* apply to such modified proposal). If the Minister gives in‑principle approval the Company may (but not otherwise) submit detailed proposals in respect thereof provided that the provisions of clauses 4, 5, 7 (in respect of any proposed spur line), 9 and 9A shall *mutatis mutandis* apply prior to submission of detailed proposals in respect thereof save that: (a) in respect of any land within the Railway Corridor (as at the Variation Date) upon which construction of Additional Infrastructure is proposed to occur, clause 7(3)(d) shall apply to the extent of that proposed construction as if the affected land were to be included in the Special Railway Licence for that purpose; and (b) the width of the Railway Corridor for any proposed spur line must be no more than 500 metres unless otherwise agreed by the Minister taking into account the matters specified in clause 7(1) and the proposed location of any Additional Infrastructure. (3) 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 clause 7(1) (as referred to in subclause (2)), approval of a plan as referred to in clause 9 and provision of a plan as referred to in clause 9A (in each case if the Minister so requires), the Company shall submit to the Minister within a reasonable timeframe, as determined by the Minister after receipt of the notice referred to in subclause (1) (or in the case of a notice referred to in subclause (2), the giving of the Minister's in‑principle approval as referred to in that subclause), detailed proposals in respect of the proposed construction of such spur line, Additional Infrastructure (if any) or the other proposed modification, expansion or variation of its activities (as the case may be) including such of the matters mentioned in clause 10(1) as the Minister may require. (4) The provisions of clause 10 (other than subclause (2)(a) and with the reference in subclause (5)(b) to clause 7(3)(b) being read as a reference to clause 7(3)(d) including as supplemented by subclause (2)(a) of this clause) and clause 11 (other than subclauses (5)(a), (6) and (7) of clause 11) shall *mutatis mutandis* apply to detailed proposals submitted pursuant to this clause provided that: (a) the Company may withdraw such proposals 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 same; and (b) the Minister shall not consider a purported proposal or proposals (as the case may be) if the Minister is of the opinion that the purported proposal or proposals does not or do not (as the case may be) comply with this clause or other provisions of this Agreement that apply to the purported proposal or proposals and in such circumstances: (i) this subclause (4) (other than this paragraph (b)) shall not apply to the purported proposal or proposals; (ii) subject to this Agreement, the Minister shall afford the Company full opportunity to consult with him or her (including disclosure of written reasons for his or her opinion) and should it so desire to submit a new or revised proposal or proposals either generally or in respect to some particular matter; and (iii) the Minister's opinion is not subject to arbitration under clause 32. (5) Subject to and in accordance with the EP Act and any approvals or licences required under that Act, the Company shall implement approved proposals pursuant to this clause in accordance with the terms thereof." (10) in clause 13 by: (a) in subclause (7) deleting the words "subclause (6)" and substituting the words "subclauses (8) and (9)"; (b) in subclause (8) after the words "SRL Railway spur line" inserting the words ", SRL Railway associated infrastructure and/or Additional Infrastructure"; (c) in subclause (8) after the words "in the Special Railway Licence by endorsement" before the full stop inserting the words "and upon such endorsement the Special Railway Licence shall be deemed to be amended so as to extend the rights and authority of the Company under the Special Railway Licence to all activities (including the taking of stone, sand, clay and gravel) necessary for the planning, design, construction, commissioning, operation and maintenance of Additional Infrastructure on the included area of land"; (d) after subclause (8) inserting the following new subclauses (9) to (15): "(9) If additional proposals are approved in accordance with clause 12 for the construction of Additional Infrastructure within the Railway Corridor (as at the Variation Date), the Minister for Mines shall delineate the area of land within which such construction is to occur in the Special Railway Licence by endorsement and upon such endorsement the Special Railway Licence shall be deemed to be amended so as to extend the rights and authority of the Company under the Special Railway Licence to all activities (including the taking of stone, sand, clay and gravel) necessary for the planning, design, construction, commissioning, operation and maintenance of Additional Infrastructure on the delineated area of land. (10) The Company shall, not later than 6 months after the Variation Date, lodge with the State a rail closure plan for, subject to the EP Act, approval by the Minister for Mines (acting with the concurrence of the Minister) and on provision of such approval: (a) the rail closure plan shall be deemed to be a mine closure plan within the meaning given to that term in the Mining Act that, subject to this clause, is to be reviewed, amended and implemented in accordance with that Act; (b) the Special Railway Licence shall be deemed to be subject to: (i) a condition that the holder of the Special Railway Licence must review the rail closure plan and obtain approval for the reviewed rail closure plan in accordance with this clause; and (ii) a condition that the holder of the Special Railway Licence must decommission all SRL Railway, Additional Infrastructure (if any) and any other works under this Agreement from time to time within the area of, and rehabilitate the land within, the Special Railway Licence in accordance with the approved rail closure plan from time to time. (11) The Company shall ensure that the rail closure plan referred to in subclause (10) is reviewed every five years and otherwise at the times determined from time to time by the Minister for Mines (acting with the concurrence of the Minister). (12) The Company shall ensure that a reviewed rail closure plan is within the applicable times under subclause (11) lodged with the State for approval, subject to the EP Act, by the Minister for Mines (acting with the concurrence of the Minister). (13) The Minister for Mines (acting with the concurrence of the Minister) may approve the rail closure plan or a reviewed rail closure plan as lodged or subject to such changes as required by the Minister for Mines (acting with the concurrence of the Minister). If the Company is unwilling to accept the changes required to be made, the Company shall notify the Minister to that effect and either party may refer to arbitration hereunder the question of the reasonableness of the changes and the effect of an award made on arbitration shall be that the rail closure plan or reviewed rail closure plan (as the case may be) lodged by the Company shall, with such changes as required by the Minister for Mines (acting with the concurrence of the Minister) as the arbitrator determines to be reasonable (with or without modification by the arbitrator) be deemed to be the rail closure plan approved by the Minister for Mines (acting with the concurrence of the Minister) under this clause. (14) Without limiting the Mining Act, and subject to clause 29(2)(b) and any arrangements with the State in that regard, the Company shall implement the rail closure plan or reviewed rail closure plan approved or deemed to be approved from time to time under subclause (13). (15) Without limiting the Mining Act, the obligations set out in subclause (14) shall survive the cessation or determination of this Agreement and the expiry or surrender of the Special Railway Licence, in which case the Company may enter and re‑enter the land that was the subject of the Special Railway Licence with such agents, employees, vehicles, machinery and equipment as may be necessary for the purpose of implementing the relevant rail closure plan and complying with the relevant conditions." (11) in clause 14 by: (a) in paragraphs (a) and (b) of subclause (2) after each occurrence of the word "Railway" inserting the words "and Additional Infrastructure (if any)"; (b) in paragraph (c) of subclause (2) by deleting the words "on an owner and an operator (as those terms are therein defined)" and substituting the words "on a rail transport operator (as that term is therein defined)"; (c) deleting subclause (3) and substituting the following new subclause (3): "(3) The Company shall provide crossings for livestock and also for any roads, other railways, conveyors, pipelines, transmission lines and other utilities which in respect of a proposed crossing of land the subject of the Special Railway Licence exist at the date of grant of the Special Railway Licence or in respect of land subsequently included in it exist at the date of such inclusion or in respect of land the subject of a Lateral Access Road Licence exist at the date of grant of the Lateral Access Road Licence. In addition 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 Special Railway Licence or land the subject of a Lateral Access Road Licence (as the case may be) the Company shall: (a) if applicable, give its consent to, and 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 Special Railway Licence or of a Lateral Access Road Licence (as the case may be) 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 (b) 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." (d) in subclause (5) after the words "Special Railway Licence" inserting the words ", the Port Railway Lease and Licence", after the word "shall" inserting the words ", subject to any temporary emergency and statutory rights of a relevant authority or agency," and after the word "Railway" before the full stop inserting the words "and Additional Infrastructure (if any)"; (e) in subclause (7) after the words "SRL Railway" inserting the words "and Additional Infrastructure (if any)"; (f) in subclause (8) after the word "Railway" and before the comma inserting the words "or Additional Infrastructure (if any)"; (g) at the end of subclause (12) before the full stop inserting the words "(acting with the concurrence of the Port Authorities Minister)"; (h) after subclause (12) inserting the following new subclause (12A): "(12A) The parties acknowledge that the Port Facilities Lease and Licence and the Port Railway Lease and Licence were granted by a deed made on 30 June 2011 between the Port Authority, the Company and the Guarantors, as amended and restated by a deed made on 26 August 2019 between them." (i) at the end of subclause (15) before the full stop inserting the words "or permit any third party referred to in clause 31 to trade in iron ore products while so engaged by the Company"; (12) in clause 15 by: (a) in paragraph (g) of subclause (1) deleting each occurrence of the words "Trade Practices Act" and substituting the words "Australian Consumer Law" and deleting the word "TPA"; (b) in subclause (2) in paragraph (a) deleting the word "TPA" and in subparagraph (ii) of paragraph (d) deleting the word "date"; (c) in subclause (3) and paragraphs (d) and (f) of subclause (6) deleting each occurrence of the word "TPA"; (d) in paragraphs (a), (b), (e) and (f) of subclause (6) deleting each occurrence of the words "Trade Practices Act" and substituting the words "Australian Consumer Law"; and (e) in paragraph (b) of subclause (6) after the full stop inserting the following words and subparagraphs: "As at the Variation Date: (i) no such undertaking has been given by the Company; and (ii) the Company has advised the State that it has no intention to give such an undertaking." (13) in clause 17 after the word "Railway," inserting the words "Additional Infrastructure (if any),"; (14) in subclause 18(2) by: (a) inserting a colon after the words "such third party shall undertake" and renumbering the remainder of that sentence as paragraph (a); (b) at the end of renumbered paragraph (a), deleting the full stop and substituting the words "; and"; and (c) inserting the following new paragraph after the renumbered paragraph (a): "(b) procurement activities in accordance with the plan provided under clause 9A." (15) in subclause 18(3) by: (a) in paragraph (b) deleting the words "to the date of the first submission of proposals in connection with that notice under clause 12 and thereafter at monthly intervals"; (b) after the words "concerning its implementation of the provisions of this clause" before the comma inserting the following words "and of the relevant plan in connection with the development provided pursuant to clause 9A"; and (c) deleting the word "month" and substituting the word "quarter"; (16) in subclause 24(1) after the word "Railway" inserting the words ", Additional Infrastructure (if any)"; (17) in clause 26 inserting a comma after the words "for such performance)"; (18) in clause 27 by: (a) deleting the heading and substituting the following new heading "**Power to vary periods or dates**"; and (b) in subparagraph (1) deleting the words "extend or further extend any period or", "for such period or to such later date" and "to be extended has expired" and after the words "vary or further vary any" inserting the words "period or"; (19) in clause 29 by: (a) in paragraph (a) of subclause (1) deleting the words "in the Railway," and substituting the words "in the SRL Railway, Additional Infrastructure (if any),"; (b) in subclause (2) after each occurrence of the words "SRL Railway" inserting the words ", Additional Infrastructure (if any)"; (c) in subclause (2) after the words "determination of this Agreement" deleting the semicolon and substituting a colon; and (d) after the semicolon at the end of paragraph (a) of subclause (2) inserting the word "and"; (20) in subclause 32(1) deleting the words "*Commercial Arbitration Act 1985* (WA)" and substituting the words "*Commercial Arbitration Act 2012* (WA)"; (21) inserting after clause 33 the following new clauses 33A and 33B: "**Provision of certain information relating to proposals and other matters** 33A. The Company shall: (1) provide to the Minister spatial information relating to proposals and other relevant matters submitted or otherwise notified under this Agreement in a form that can be accessed, viewed and uploaded into a geographic information system (for example, by provision of shapefiles); and (2) at the request of the Minister, promptly provide 'as constructed' drawings of works, services or facilities (including the Railway and Additional Infrastructure) constructed or modified pursuant to this Agreement to the extent such drawings have been obtained by the Company, and without limiting any other provisions of this Agreement, which information and drawings will be provided on a confidential basis to the State. **Access by Minister** 33B. On reasonable prior notice and subject to compliance with reasonable safety requirements and directions, the Company will permit and facilitate the Minister and any other officer or person authorised by them to enter upon any land and access any works, services or facilities for the purpose of making any survey, inspection or examination relating to the administration or purposes of this Agreement." (22) in clause 34 by renumbering the existing clause as subclause (1) and inserting the following new subclause (2): "(2) Subclause (1) does not preclude the parties providing notices, consents or other writings required by this Agreement by electronic means in accordance with a protocol agreed from time to time by the parties." (23) in clause 36 by deleting subclause (2) and deleting the numbering for subclause (1); and (24) in clause 37 by inserting the following words at the end of the clause before the full stop "and except for matters to be referred to arbitration pursuant to this Agreement 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 ROGER COOK** in the presence of:<br>[Signature]<br>___________________________________________________<br>Signature of witness<br>SARAH GWEN KEEGAN<br>___________________________________________________<br>Name of witness | )<br>)<br>) | [Signature] | | **EXECUTED** by **ROY HILL INFRASTRUCTURE PTY LTD** ACN 130 249 633 in accordance with section 127(1) of the *Corporations Act 2001* (Cth) by authority of its directors:<br>[Signature]<br>___________________________________________________<br>Signature of director<br>TADEUSZ WATROBA<br>___________________________________________________<br>Full name of director (block letters) | )<br>)<br>)<br>)<br>)<br>) | [Signature]<br>___________________________________________________<br>Signature of ~~director~~/company secretary*<br>GREGORY HAWKINS<br>___________________________________________________<br>Full name of ~~director~~/company secretary* (block letters)<br>*delete whichever is not applicable | | **EXECUTED** by **ROY HILL HOLDINGS PTY LTD** ACN 123 721 077 in accordance with section 127(1) of the *Corporations Act 2001* (Cth) by authority of its directors:<br>[Signature]<br>___________________________________________________<br>Signature of director<br>TADEUSZ WATROBA<br>___________________________________________________<br>Full name of director (block letters) | )<br>)<br>)<br>)<br>)<br>) | [Signature]<br>___________________________________________________<br>Signature of ~~director~~/company secretary*<br>GREGORY HAWKINS<br>___________________________________________________<br>Full name of ~~director~~/company secretary* (block letters)<br>*delete whichever is not applicable | | **EXECUTED** by **ROY HILL IRON ORE PTY LTD** ACN 123 722 038 in accordance with section 127(1) of the *Corporations Act 2001* (Cth) by authority of its directors:<br>[Signature]<br>___________________________________________________<br>Signature of director<br>TADEUSZ WATROBA<br>___________________________________________________<br>Full name of director (block letters) | )<br>)<br>)<br>)<br>) | [Signature]<br>___________________________________________________<br>Signature of ~~director~~/company secretary*<br>GREGORY HAWKINS<br>___________________________________________________<br>Full name of ~~director~~/company secretary* (block letters)<br>*delete whichever is not applicable | [Schedule 2 inserted: No. 4 of 2025 s. 8.] ![]() Notes This is a compilation of the *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* and includes amendments made by other written laws. For provisions that have come into operation see the compilation table. Compilation table | **Short title** | **Number and year** | **Assent** | **Commencement** | | --- | --- | --- | --- | | *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010* | 43 of 2010 | 28 Oct 2010 | Pt. 1: 28 Oct 2010 (see s. 2(a)); Pt. 2 and Sch. 1: 29 Oct 2010 (see s. 2(b)) Pt. 3: 15 Aug 2015 (see s. 2(c) and *Gazette* 14 Aug 2015 p. 3243) | | *Railway (Roy Hill Infrastructure Pty Ltd) Agreement Amendment Act 2025* | 4 of 2025 | 19 Jun 2025 | s. 1 and 2: 19 Jun 2025 (see s. 2(a)); Act other than s. 1 and 2: 20 Jun 2025 (see s. 2(b)) | 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)** 2024 variation agreement 3 Agreement 3 scheduled agreement 3 Undertaking Acceptance Date 15(1) 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 2025. By Authority: GEOFF O. LAWN, Government Printer