6MISCELLANEOUS PROVISIONS

6 MISCELLANEOUS PROVISIONS 6.1 Law The governing law of this Deed of Amendment is the law of the State of South Australia, and the parties submit to the non-exclusive jurisdiction of the Courts of South Australia and to the courts which hear appeals from those courts. 6.2 Costs Each party will bear its own legal costs of preparation and review of this Deed of Amendment. BHP will pay all stamp duty levied on this Deed of Amendment. 6.3 Counterparts This Deed of Amendment may be executed in counterparts, which when taken together are one instrument. EXECUTION SIGNED SEALED and DELIVERED for and on behalf of the Crown in right of the State of South Australia by JOHN WAYNE OLSEN, Premier, in the presence of: } (J W Olsen) Premier (Peter Lockett) Witness PETER LOCKETT SIGNED SEALED and DELIVERED by THE BROKEN HILL PROPRIETARY COMPANY LIMITED by its attorney and in the presence of: } (P Laity) Attorney Philip M Laity (D J Goodwin) Witness DAVID GOODWIN ANNEXURE 1 LAND TO BE DISPOSED ANNEXURE 2 FORM OF DEED OF ASSIGNMENT AND ASSUMPTION DEED OF ASSIGNMENT AND ASSUMPTION THIS DEED is made                                                                                  between: 1 THE MINISTER FOR PRIMARY INDUSTRIES AND RESOURCES, the Minister administering the Broken Hill Proprietary Company's Indenture Act 1937 and the Broken Hill Proprietary Company's Steel Works Indenture Act 1958, a body corporate pursuant to the provisions of the Administrative Arrangements Act 1994, acting for and on behalf of the Crown in right of the State of South Australia (the "State"); 2 THE BROKEN HILL PROPRIETARY COMPANY LIMITED ACN 004 028 077 of 600 Bourke Street, Melbourne, Victoria ("BHP"); and 3 [Insert name, ACN and address of Assignee] (the "Assignee"). A The State and BHP are parties to an Indenture dated 4 October 1937 which Indenture is set out (in consolidated form) in Appendix 1 to the Broken Hill Proprietary Company's Indenture Act 1937 (the "1937 Indenture") and to an Indenture dated 4 September 1958 which Indenture is set out in the Schedule to the Broken Hill Proprietary Company's Steel Works Indenture Act 1958 (the "1958 Indenture"). B By clause 18 of the 1937 Indenture BHP is permitted to assign its rights under the 1937 Indenture and the Leases by the execution of a deed of assignment and assumption substantially in the form of this Deed. C By clause 31(5) of the 1958 Indenture BHP is permitted to assign its rights under the 1958 Indenture and the Leases by the execution of a deed of assignment and assumption substantially in the form of this Deed. D By [Insert details of sale or other agreement between BHP and the Assignee], BHP has agreed to assign with effect from the Effective Date, its right and interest under the 1937 Indenture, the 1958 Indenture and the Leases to the Assignee and the Assignee has agreed to accept that assignment and to assume BHP's obligations and liabilities under the 1937 Indenture, the 1958 Indenture and the Leases. E The parties are entering into this Deed to effect the assignment and assumption referred to in Recital D. 1. ASSIGNMENT AND ASSUMPTION 1.1 Effective Date The Effective Date is [Insert date] or such other date on or after the date of this Deed as is agreed in writing by BHP and the Assignee, and notified to the State. 1.2 Deed applies from Effective Date All provisions of this Deed will have effect from and, if necessary, relate back to the Effective Date, so as to have full force and effect on and from that date. 1.3 Assignment and Assumption From the Effective Date: (a) BHP assigns to the Assignee all of its rights and interests under the Assigned Instruments; and (b) the Assignee assumes all of BHP's obligations and liabilities under the Assigned Instruments and will be bound by and comply with those provisions of the Assigned Instruments which were, immediately prior to the Effective Date, binding upon BHP. 2. THE STATE'S COVENANTS 2.1 Covenant The Assignee covenants with the State that it will, from the Effective Date, observe and perform the Assigned Instruments and be bound by all terms of the Assigned Instruments which, but for this Deed, were to be performed by BHP. 2.2 Consent of the State In consideration of the promise contained in clause 2.1, the State consents to the assignment to the Assignee of BHP's rights under the Assigned Instruments, with effect from the Effective Date. 2.3 Release of BHP by the State (a) With effect on and from the Effective Date, the State releases BHP from all its obligations and liabilities under the Assigned Instruments and from all actions, claims or proceedings that it may have against BHP under or in respect of the Assigned Instruments. (b) Nothing in clause 2.3(a) relieves BHP of any obligations and liabilities accrued under the Assigned Instruments prior to the Effective Date except to the extent the Assignee discharges such obligations and liabilities. 2.4 Release of State by BHP (a) With effect on and from the Effective Date, BHP releases the State from all its obligations and liabilities under the Assigned Instruments and from all actions, claims or proceedings that it may have against the State under or in respect of the Assigned Instruments. (b) Nothing in clause 2.4(a): (i) relieves the State of any obligations and liabilities accrued under the Assigned Instruments prior to the Effective Date except to the extent such obligations and liabilities are discharged in favour of the Assignee; or (ii) shall be taken to constitute a release by the Assignee of any obligations and liabilities of the State. 3. MISCELLANEOUS PROVISIONS 3.1 Law and Jurisdiction The governing law of this Deed is the law of the State of South Australia, and the parties submit to the non-exclusive jurisdiction of the Courts of South Australia and to the courts which hear appeals from those courts. 3.2 Costs Each party will bear its own legal costs of preparation and review of this Deed. The Assignee will pay all stamp duty levied on this Deed. 3.3 Counterparts This Deed may be executed in counterparts, which when taken together are one instrument. 3.4 Interpretation In this Deed: (a) "Assigned Instruments" means the 1937 Indenture, the 1958 Indenture and the Leases. (b) "Leases" means all mineral and other leases and other proprietary rights held by BHP which are referred to in, or granted pursuant to, the 1937 Indenture or the 1958 Indenture. (c) A reference to the 1937 Indenture, the 1958 Indenture and the Leases is a reference to those instruments and proprietary rights as they have been, or are, amended from time to time. [Insert Execution clauses]