ROXBY DOWNS (INDENTURE RATIFICATION) (AMENDMENT OF INDENTURE) AMENDMENT BILL 2011

This Act may be cited as the Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011.

(1) Subject to this section, this Act will come into operation on a day to be fixed by proclamation.

(2) The amendments set out in Part 2 will come into operation on the Variation Date.

OD (Stage 1) Project has the same meaning as in the provisions set out in Schedule 1 to the Variation Deed;

Variation Date means the date on which the Minister, by notice in the Gazette, gives notice of the receipt of a Project Notice for the OD (Stage 1) Project;

Variation Deed means the Deed dated 12 October 2011, a copy of which is contained in Schedule 1 of this Act.

(2) The Minister must publish the notice in the Gazette contemplated by the definition of Variation Date under subsection (1) within 2 business days after receiving the relevant Project Notice.

In this Act, a provision under a heading referring to the amendment of a specified Act amends the Act so specified.

(1) Section 4(1), definition of the Joint Venturers—delete the definition and substitute:

Approved Mitigation Plan has the same meaning as in clause 11(11)(e) of the Indenture;

Company means BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 as a party to the Indenture and includes its successors and permitted assigns;

Desal Infrastructure has the same meaning as in clause 13(17A)(a) of the Indenture;

(a) the following Acts are to be construed subject to the provisions of the Indenture:

and, to the extent of any inconsistency between the provisions of those laws and of the Indenture, the provisions of the Indenture prevail; and

(d) the Crown Land Management Act 2009 is to be construed as conferring on the Governor sufficient power to make the grants of land, and to grant the leases, licences, easements and rights of way, contemplated by the Indenture; and

(3) If an application is made to the Minister under clause 7 of the Indenture for a Project Approval and, if it were not for the provisions of that clause, the right to grant the Project Approval would have been vested in another Minister of the Crown, or in an instrumentality of the Crown subject to control or direction by another Minister of the Crown, the application must not be granted unless that other Minister has been consulted and agrees to the granting of the application.

(4) A Project Approval under clause 7 or 7A of the Indenture will be taken to have been duly granted under and in pursuance of the Act or law under which provision is made for the permit, consent, approval, authorisation, permission or determination (however described) that constitutes the Project Approval.

7—Amendment of section 8—Licences etc required in respect of the mining and milling of radioactive ores

8—Amendment of section 9—Application of Aboriginal Heritage Act to the Stuart Shelf Area and the Olympic Dam Area

(5) Where a development authorisation under Division 2 of Part 4 of the Development Act 1993 is granted in relation to any development which is an element of a Project, no part of the land which is contemplated by the development authorisation, and considered in the applicable environmental impact statement (EIS), public environmental report (PER) or development report (DR), as the site or location of the proposed development, may be declared to be a protected area under section 21 of the Aboriginal Heritage Act, whether before or after the completion of the development, unless—

(a) the relevant land is identified in the relevant EIS, PER or DR as an Aboriginal site; or

(c) the development authorisation ceases to be operative before the relevant development has been substantially completed.

(6) Without limiting subsection (5), after the grant of a Special Mining Lease, or the incorporation of additional land into a Special Mining Lease, in respect of a Project, land—

(b) within a corridor designated in the relevant approved environmental impact statement referred to in subsection (5) of this section as in force at any time before the Variation Date as—

(c) which is contemplated by a development authorisation under Division 2 of Part 4 of the Development Act 1993, and considered in the applicable EIS, PER or DR, as the site or location of a development in relation to the Project; or

(d) within a well field in respect of which a Special Water Licence is in force; or

may not, without the consent of the Joint Venturers, be declared to be a protected area under section 21 of the Aboriginal Heritage Act.

(6a) Without limiting subsection (5), land within the Olympic Dam Area may not, without the consent of the Joint Venturers, be declared to be a protected area under section 21 of the Aboriginal Heritage Act.

(7) The powers conferred by section 26 of the Aboriginal Heritage Act are not exercisable without the consent of the Joint Venturers in respect of the land to which subsection (6) or (6a) applies.

(5) Section 9(10)—delete "or in its form as at some later date fixed by proclamation with the consent of the Joint Venturers"

Joint Venturers means the parties who were the Joint Venturers under the Indenture as at the Ratification Date or any one of them and includes their respective successors and permitted assigns.

(1) The Local Government Act 1999 applies in and in relation to the Municipality subject to the operation of this section and the provisions of the Indenture.

(2) The office of Administrator of the Municipality will continue until the election of councillors under the Indenture.

(a) will be an officer of the Crown appointed by the Minister as contemplated by clause 23(3) of the Indenture; and

(b) will, in the exercise, performance and discharge of his or her powers, functions and duties under the Indenture, this Act and the Local Government Act 1999—

(4) The Crown is entitled to be reimbursed for the costs of employing the Administrator and for any other liabilities incurred by the Crown in relation to the administration of the Municipality from the funds of the Municipality.

(5) The Administrator will have, in relation to the administration of the Municipality, the powers, functions and duties of—

and, subject to the directions of the Minister, the Administrator may exercise, perform and discharge those powers, functions and duties in such manner as the Administrator thinks fit and as if the Administrator were such a council and chief executive officer.

(6) Without limiting any other provision of this section, the following provisions will apply in relation to the application of the Local Government Act 1999 to and in relation to the Municipality:

(a) until the Normalization Date, a reference in that Act to the Minister will be taken to be a reference to the Minister responsible for the administration of this Act;

(c) in the event of an inconsistency between a provision of the Indenture and a provision of that Act, the provision of the Indenture will apply to the extent of the inconsistency.

(7) In addition, the following limitations apply in relation to the exercise of powers of local government within the Municipality:

(a) the authority exercising powers of local government within the Municipality has no power with respect to private roads, except that it may, after consultation with the Company—

(ii) erect or lay down infrastructure or equipment (including pipes, wires, cables, fittings and other objects) in, on, across, under or over a private road;

(b) any rate imposed on land within the Municipality must be based on valuations made by the Valuer-General;

(e) a by-law that will affect the operations of the Company must not be made without the approval of the Minister and the Minister must, before approving a proposed by-law—

(i) inform the Company of the terms of the proposed by-law and allow it a reasonable opportunity to comment; and

(f) a power of compulsory acquisition of land may not be exercised contrary to the provisions of clause 30 of the Indenture.

(9) For the purposes of subsection (8), the designated day will be a day fixed by the Governor by proclamation.

(10) The Governor may make a proclamation under subsection (9) if or when satisfied that elections for members of council constituting the Municipality should be conducted in view of the scheme set out in the Indenture.

(12) Subject to the preceding subsections (and until the Normalization Date), the Local Government Act 1999 will, to such extent as is reasonably practicable, apply to and in relation to the Municipality with such modifications as may be necessary to facilitate the proper and efficient administration of the Municipality in a manner consistent with the principles contained in that Act.

(b) take or use any water belonging to the Company or supplied by the Company for the use of any consumer.

(a) attach any equipment or thing, or make any connection, to any Desal Infrastructure; or

(b) interfere with the collection, storage, production, treatment, conveyance or supply of water through the use of any Desal Infrastructure; or

(d) damage any Desal Infrastructure, or any equipment associated with any Desal Infrastructure.

(2) A person must not, without lawful authority, pull up or remove any poles, stakes or other items driven into, or placed in or on, the ground for the purposes of carrying out any works associated with the construction, alteration, maintenance, management or removal of any Desal Infrastructure.

(3) A person must not, without lawful authority, destroy or damage any works associated with the construction, alteration, maintenance, management or removal of any Desal Infrastructure.

(4) If the Company suffers loss as a result of a contravention of this section, the Company may recover compensation for the loss from a person guilty of the contravention—

(a) on application to a court convicting the person of an offence against this section; or

(a) owned or occupied by the Company, or that is under the care, control and management of the Company; and

(b) which constitutes the site (or part of any site) of any Desal Infrastructure,

The holder of a licence under the Petroleum and Geothermal Energy Act 2000 will not be entitled to access any part of the area of a Special Mining Lease (or to be granted any such access) unless a statement of environmental objectives is in place in accordance with clause 19(13) of the Indenture.

(1) For the purposes of the Land Acquisition Act 1969, this Act is a special Act authorising the compulsory acquisition of land.

(2) The Minister is authorised to acquire land as an Authority under the Land Acquisition Act 1969.

(1) A Project Approval under clause 7 or 7A of the Indenture in relation to a Project is valid and effective for the purposes of this or any other Act even if the Company did not give a Project Notice for the relevant Project before applying for the approval or before the approval was given.

(2) Subsection (1) extends to Project Approvals given before the Ratification Date.

(3) For the purposes of the declaration made under section 46 of the Development Act 1993 in relation to the Indenture on 21 August 2008 (see Gazette 21.8.2008 p3709-3711), the land referred to in clause 28(1) of the Indenture will be taken to include all land within the Olympic Dam Area after the Variation Date.

(1) The Minister may, by instrument in writing, appoint a person to be an authorised officer for the purposes of this Part.

(2) An appointment under this section may be made subject to such conditions or limitations as the Minister thinks fit.

An investigation by an authorised officer is an authorised investigation if the purpose of the investigation is—

(a) to monitor the Company's compliance with an EMP or Approved Mitigation Plan required under the Indenture; or

(b) to gather information relating to compliance with an EMP or Approved Mitigation Plan; or

(1) For the purpose of carrying out an authorised investigation, an authorised officer may—

(a) enter any land, and inspect the land and any operations or activities conducted on the land; or

(2) A person must not, without reasonable excuse, obstruct an authorised officer in the exercise of powers under this section.

(3) A person involved in the Company's operations under the Indenture must give an authorised officer such assistance as is reasonably required for the effective exercise of a power conferred by this section, including—

(b) by answering any question that the authorised officer reasonably asks about the record.

Any charges imposed by the Municipality for the supply of potable water or the provision of sewerage services within the town must comply with the requirements of clause 13(22) of the Indenture.

(1) Any tariffs imposed by the power distribution authority for the supply of electricity to consumers within the town must comply with the requirements of clause 18(16) of the Indenture.

power distribution authority has the same meaning as in clause 18(13) of the Indenture.

(1) The Indenture is amended, with effect on and from the Variation Date, in the manner set out in Clause 4 of the Variation Deed contained in Schedule 1 of this Act.

(4) As a consequence of the amendment of the Indenture under subsection (1), the copy of the Indenture set out in the Schedule to the Roxby Downs (Indenture Ratification) Act 1982 is, on the Variation Date, amended so as to conform with the Indenture as so amended.

(1) SML1 is amended, with effect on and from the Variation Date, in the manner set out in Clause 4 of the Variation Deed contained in Schedule 1 of this Act.

(1) Subject to this section, the Variation Date must be no later than 12 months after the date on which this Act comes into operation under section 2(1).

(2) Subject to subsection (3), the period under subsection (1) may be extended by the Minister if the Company requests an extension under Clause 5.2 of the Variation Deed.

(3) If the Minister determines under Clause 5.2(b) of the Variation Deed to extend the period, the Minister will sign an instrument in writing for the purposes of that provision.

(4) The Minister must then cause copies of the instrument to be laid before both Houses of Parliament within the period set out in Clause 5.2(c) of the Variation Deed.

(5) Either House of Parliament may, within 5 sitting days of that House after the instrument has been laid before it, pass a resolution disallowing the instrument but if after the last day on which the instrument may be disallowed neither House has passed such a resolution, the instrument will have effect according to its terms (and the extension will have effect from and after that last day even if the period of 12 months referred to in subsection (1) has already expired).

1.	INTERPRETATION
	1.1	Definitions
	1.2	Terms defined in the Indenture
	1.3	Rules for interpreting this Deed
2.	INITIAL OBLIGATIONS OF THE STATE AND THE MINISTER
3.	CONDITION PRECEDENT
	3.1	Act to amend the Ratification Act
	3.2	Result if Amendment Act fails
4.	VARIATION OF THE INDENTURE AND SML1
	4.1	Variation of the Indenture
	4.2	Variation of SML1
	4.3	Effect of variations
5.	VARIATION DATE
	5.1	Latest time for Variation Date
	5.2	Procedure to change time for Variation Date
	5.3	Result if Variation Date does not occur
6.	GENERAL
	6.1	Applicable law
	6.2	Liability for expenses
	6.3	Giving effect to this Deed
	6.4	Entire agreement
Schedules
1	AMENDED FORM OF THE INDENTURE
2	AMENDMENTS TO SML1

Variation Deed

DATE 12 October 2011

PARTIES

The State of South Australia (the State)

Minister for Mineral Resources Development, the Minister administering the Roxby Downs (Indenture Ratification) Act 1982 and a body corporate pursuant to the provisions of the Administrative Arrangements Act 1994 (the Minister)

BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 (formerly Roxby Mining Corporation Pty Ltd and WMC (Olympic Dam Corporation) Pty Ltd) whose registered address is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria (ODC)

BHP Billiton Nickel West Pty Ltd ACN 004 184 598 (formerly Western Mining Corporation Limited and WMC Resources Limited) whose registered address is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria (BHP Billiton Nickel West)

RECITALS

A. The Olympic Dam and Stuart Shelf Indenture dated 3 March 1982 was ratified and approved by the Roxby Downs (Indenture Ratification) Act 1982.

B. The State, the Minister, ODC and BHP Billiton Nickel West are currently the parties to the Indenture.

C. On 22 May 1986, the Governor of the State granted to ODC and others a Special Mining Lease pursuant to the Indenture. ODC is now the sole remaining lessee under this Special Mining Lease.

D. For the reasons set out in the Recitals in the amended Indenture as set out in Schedule 1 to this Deed (Amended Indenture), the parties wish to amend the Indenture and the Special Mining Lease (now known as SML1).

E. In order:

(1) to ratify and approve the amendment of the Indenture and SML1;

(2) to amend certain provisions of the ratifying Act to facilitate the Project referred to in Recital V of the Amended Indenture; and

(3) to change the way in which certain other Acts of the Parliament of the State apply to the Amended Indenture,

it is necessary to amend the ratifying Act, and supplement it with further ratifying provisions.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this Deed.

Indenture means the Indenture dated 3 March 1982 between the State, the Minister of Mines and Energy (the predecessor of the Minister at that time), ODC, BHP Billiton Nickel West and others, as it has been amended from time to time.

Recitals means the revised recitals to the Indenture as set out in Schedule 1 to this Deed.

Ratification Date means the date on which the Act referred to in clause 2 that amends the Roxby Downs (Indenture Ratification) Act 1982 and approves and ratifies the amendment of the Indenture and SML1 comes into operation.

SML1 means the Special Mining Lease granted under the Indenture on 22 May 1986 by the Governor of the State to ODC and others, as amended from time to time.

1.2 Terms defined in the Indenture

Unless otherwise defined in clause 1.1, a term that is defined in the Indenture (as amended by this Deed) has the same meaning in this Deed.

1.3 Rules for interpreting this Deed

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this Deed, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) a party is to a party to this Deed and includes a successor in title, permitted substitute or a permitted assign of that party; and

(ii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person.

(b) A singular word includes the plural, and vice versa.

(d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

2. INITIAL OBLIGATIONS OF THE STATE AND THE MINISTER

The Minister shall cause the Government of the State, as soon as practicable after the execution of this Deed, to introduce into and sponsor in the Parliament of the State a Bill, in the form initialled by or on behalf of the parties, for an Act to be entitled the "Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011" which will, among other things, approve and ratify the amendment of the Indenture and SML1 as specified in this Deed. The Minister will endeavour to secure the passage of the Bill through the Parliament and have it come into operation as an Act on or before 20 December 2011 (or such later date as may be agreed by the Minister and ODC) (Sunset Date).

3. CONDITION PRECEDENT

3.1 Act to amend the Ratification Act

Clauses 4 and 5 of this Deed will not come into operation unless and until the Bill referred to in clause 2, or a Bill on other terms agreed in writing by ODC and the Minister (and failure to agree is not arbitrable), has been passed by the Parliament of the State, has received the Governor's assent and has commenced to operate as an Act (either on the day the Governor's assent was given or on some other day proclaimed to be the date upon which the Act shall come into operation).

3.2 Result if Amendment Act fails

If the Bill referred to in clause 2, or a Bill on other terms agreed in writing by ODC and the Minister (and failure to agree is not arbitrable), is not passed by the Parliament of the State and does not come into operation as an Act on or before the Sunset Date, this Deed will thereupon cease and determine and none of the parties will have any claim against any other of them with respect to any matter or thing arising out of, done, performed or omitted to be done or performed pursuant to this Deed.

4. VARIATION OF THE INDENTURE AND SML1

4.1 Variation of the Indenture

(a) The parties acknowledge and confirm that, as a result of changes to their names and past assignments of rights and assumptions of obligations under the Indenture (which are referred to in the Recitals), they are the current parties to the Indenture and their details are correctly recorded for reference purposes under "Parties" in Schedule 1 to this Deed.

(b) The statements set out in Schedule 1 to this Deed under "Recitals" are included in the Indenture with effect on and from the Variation Date in place of the existing recitals to the Indenture.

(c) The clauses, schedules and annexures of the Indenture are amended and added to, with effect on and from the Variation Date, so far as is necessary (and only so far as is necessary), so that the clauses, schedules and annexures to the Indenture are as set out in Schedule 1 to this Deed.

(d) Except as may otherwise be provided in the Indenture as amended in the manner agreed in this subclause, the variation and amendment of the Indenture as agreed in this subclause do not affect any right or obligation of any party that arises under the Indenture before the Variation Date.

4.2 Variation of SML1

(a) SML1 is amended with effect on and from the Variation Date in the manner set out in Schedule 2 to this Deed.

(b) Except as may otherwise be provided in the Indenture as amended in the manner agreed in clause 4.1, the amendment of SML1 as agreed in this subclause does not affect any right or obligation of the State or ODC that arises under SML1 before the Variation Date.

4.3 Effect of variations

(a) Except as expressly agreed to be amended by this Deed, no amendment of the Indenture or SML1 is to be inferred or implied, and in all other respects the Indenture and SML1 are confirmed and remain in full force and effect.

(b) All the rights of ODC, express or implied, to:

(i) any land or to the grant of any land (including, in each case, any fee simple estate, lease, licence, right of way or easement or other tenure or estate in land);

(ii) the use (including to the sole or exclusive use) of any land, infrastructure, facility or service (whether subject to conditions or otherwise); or

(iii) undertake any activity to the exclusion of others or prevent or restrict any person from undertaking any activity,

under the Indenture or SML1 existing on the date of this Deed (Existing Rights) shall be preserved and no amendment or addition made to the Indenture or SML1 by this Deed shall diminish, limit, restrict or replace any of the Existing Rights, except to the extent that:

(iv) a right is provided for in a provision of the Indenture or SML1 that is deleted by this Deed; or

(v) the Indenture or SML1 contains an express provision that is inconsistent with the right.

5. VARIATION DATE

5.1 Latest time for Variation Date

Subject to clause 5.2, the Variation Date must not be later than 12 months after the Ratification Date.

5.2 Procedure to change time for Variation Date

The period between the Ratification Date and the Variation Date may be extended, in accordance with the following procedure:

(a) ODC may give notice in writing to the Minister (by delivering the notice to the Minister's office at the time in Adelaide with a copy delivered to the Crown Solicitor's Office at the time in Adelaide) requesting an extension of the period as a result of an unforeseen change of economic, physical or other circumstances which ODC (in its discretion) decides will be materially adverse to the Project;

(b) the Minister may thereupon determine (in his discretion), by instrument under the Ratification Act signed by the Minister, to extend the period for whatever extra time the Minister determines (in his discretion) is warranted by the circumstances;

(c) the instrument must be laid on the Table of each House of the Parliament within 10 sitting days next following its signature by the Minister; and

(d) either House may, within five sitting days of that House after the instrument has been laid before it, pass a resolution disallowing the instrument, but if after the last day on which the instrument might have been disallowed neither House has passed such a resolution the instrument (and the extension determined to be given pursuant to it) shall have effect from and after that last day, even if the period of 12 months referred to in clause 5.1 has already expired.

5.3 Result if Variation Date does not occur

If the Variation Date does not occur within 12 months (or such longer period as is determined in accordance with clause 5.2) after the Ratification Date:

(a) the amendment of the Indenture and SML1 will not take effect under clause 4;

(b) this Deed will cease to have any effect; and

(c) the parties in relation to the Project and any Subsequent Projects will continue to be governed by the Indenture and SML1 (and other documents entered into under or pursuant to the Indenture) as they presently apply, unless and until they may be varied or amended in the future.

6. GENERAL

6.1 Applicable law

(a) This Deed is governed by and shall be construed in accordance with the law for the time being applicable in South Australia.

(b) Each party submits to the jurisdiction of the courts of South Australia, and of any court that may hear appeals from any of those courts, for any proceedings in connection with this Deed.

6.2 Liability for expenses

Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Deed.

6.3 Giving effect to this Deed

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.

6.4 Entire agreement

This Deed contains the entire agreement between the parties about its subject matter, being the amendment of the Indenture and SML1. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect.

SCHEDULE 1—AMENDED FORM OF THE INDENTURE

OLYMPIC DAM AND STUART SHELF

INDENTURE

TABLE OF CONTENTS

1.	Defined Terms
2.	Ambit of Indenture
3.	Initial Government Obligations Intentionally omitted
4.	Condition Precedent Intentionally omitted
5.	Investigative Activities
6.	Commitment to a Project
7.	Approvals
7A.	Environmental Authorisations
8.	Implementation of Projects
9.	Subsequent Projects
10.	Compliance with Codes
11.	Environmental Management Programme
11A.	Greenhouse Gas and Energy Management Plan
12.	Use of Local Professional Services, Labour and Materials
12A.	Availability of Diesel Fuel
13.	The Company's Water Requirements
14.	Roads
14A.	Workers' Village
15.	Airstrip and Related Facilities
16.	Railway Facilities
17.	Port
18.	Power
19.	Special Mining Leases
19A.	Pipeline Licence
20.	Special Exploration Licences Intentionally omitted
21.	Provision of Infrastructure
22.	Infrastructure Costs
23.	Establishment of Municipality
24.	Freehold Grants
24A.	Indemnity for Grants of Tenure
24B.	Town Normalization
25.	Special Buffer Zones
26.	Further Processing Intentionally omitted
27.	Leases, Licences, Easements and Rights of Way
28.	Major Development
29.	Rating
30.	No Resumption
30A.	Safety Net
31.	Resumption for the Purposes of this Indenture
31A.	Requested Land or Rights
32.	Royalties
32A.	Production of Non-minesite Product
32B.	Royalties in respect of Non-Minesite Product Intentionally omitted
33.	No Special Taxes
34.	Non Discrimination
35.	Confidentiality
36.	Assignment
37.	Liability of Joint Venturers
38.	Force Majeure
39.	Payments
40.	Commonwealth Licences and Consents
41.	Termination of Indenture by the State
42.	Effect of Termination by the State
42A.	Rehabilitation Bond
43.	Stamp Duty Exemption
44.	Residential Tenancies Act
45.	Trade Practices Act Intentionally omitted
46.	No Partnership
47.	Enforcement
48.	State Assistance and Support
49.	Arbitration
50.	Independent Expert Intentionally omitted
51.	Provisions Applicable to Special Tenements
52.	Derogating Legislation
53.	Extensions of Time
54.	Notices
55.	Consultation
56.	Variation
57.	Applicable Law
SCHEDULE 1—Special Water Licence
SCHEDULE 2—Special Mining Lease
SCHEDULE 3—Eligible Exploration Licence
SCHEDULE 4—Special Buffer Zone Lease (Mine)
SCHEDULE 5—Description of the Olympic Dam Area
SCHEDULE 6—Description of the Stuart Shelf Area
SCHEDULE 7—Indicative Offset Activities and Assessment Criteria
SCHEDULE 8—Special Buffer Zone Lease (Town)
SCHEDULE 9—Lease Terms
SCHEDULE 10—Easement in Gross Terms
SCHEDULE 11—Approved Form of Performance Bond
SCHEDULE 12—Approved Form of Parent Company Guarantee
Annexures—
Map A— Intentionally omitted
Map B—Stuart Shelf Area

THIS INDENTURE made the THIRD day of MARCH 1982

PARTIES

THE STATE OF SOUTH AUSTRALIA (the "State")

MINISTER FOR MINERAL RESOURCES DEVELOPMENT, the Minister administering the Roxby Downs (Indenture Ratification) Act 1982 a body corporate pursuant to the provisions of the Administrative Arrangements Act 1994 (the "Minister")

BHP BILLITON OLYMPIC DAM CORPORATION PTY LTD (ACN 007 835 761) (formerly Roxby Mining Corporation Pty Ltd and WMC (Olympic Dam Corporation) Pty Ltd) whose registered office is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria ("ODC")

BHP BILLITON NICKEL WEST PTY LTD (ACN 004 184 598) (formerly Western Mining Corporation Limited and WMC Resources Limited) whose registered office is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria ("BHP Billiton Nickel West")

RECITALS

A. On 3 March 1982, this Indenture was entered into between the State, the Minister, ODC, BHP Billiton Nickel West, BP Australia Limited (ACN 004 085 616) ("BPA") and BP Exploration Operating Company Limited (ACN 007 506 943) (formerly named BP Petroleum Development Limited) ("BPEO"), providing for, amongst other things, the establishment and development of certain of the State's mineral resources.

B. This Indenture was ratified and approved and its implementation authorised by the Roxby Downs (Indenture Ratification) Act 1982.

C. This Indenture, apart from certain specified provisions, came into effect on 21 June 1982, the date when the Roxby Downs (Indenture Ratification) Act 1982 received the assent of the Governor of the State.

D. In May 1986, notice was given to the Minister of the decision to proceed with the Initial Project as then defined in this Indenture, as a joint venture with the shares of the participants being ODC 51%, BPA 36.5% and BPEO 12.5%.

E. On 22 May 1986, the Governor of the State granted ODC, BPA and BPEO a Special Mining Lease for a term ending on 7 May 2036, in accordance with Clause 19(1) of this Indenture as then in force. The State granted an estate in fee simple in land subject to the Special Mining Lease (now Certificate of Title Volume 5140 Folio 575), in accordance with Clause 24(7) of this Indenture as then in force.

F. With effect from 26 May 1986, the Governor of the State constituted the Municipal Council of Roxby Downs, pursuant to section 7 of the Local Government Act 1934 and Clause 23(1) of this Indenture as then in force (Gazette, 15 May 1986 p. 1254). On 10 November 1986, the Minister of Lands constituted the Town of Roxby Downs, pursuant to the Crown Lands Act 1929 (Gazette, 20 November 1986, p.1646).

G. BHP Billiton Nickel West, BPA and BPEO did not select any areas within the Stuart Shelf Area, as contemplated by Clause 5(2) and the definition of "the Selected Areas" in Clause 1 of this Indenture as then in force, and as a result no Special Exploration Licences were issued under this Indenture.

H. As part of the Initial Project, an airstrip and related facilities were constructed on freehold land granted by the State (now Certificate of Title Volume 5140 Folio 477), in accordance with Clause 15 of this Indenture as then in force.

I. As part of the Initial Project, a new sealed public road was constructed from Pimba through the townsite of Roxby Downs to the minesite constructed on SML1, in accordance with Clause 14(2) of this Indenture as then in force.

J. As contemplated by Clauses 18(5), 18(6) and 18(8) of this Indenture as then in force, the Commonwealth's power line running from Port Augusta to Woomera (the "Power Line") was acquired from the Commonwealth and extended from Woomera to Olympic Dam, and an additional power line and appurtenant works from Port Augusta to Olympic Dam (the "Additional Power Line") were constructed.

K. On 8 April 1987, the Minister of Lands dedicated land for township purposes pursuant to Clause 24(1) of this Indenture as then in force (Gazette, 16 April 1987 p.1020). The dedication was resumed by the same Gazette notice.

L. On 8 May 1987 and in accordance with Clause 36 of this Indenture as then in force, BPA and BPEO assigned to BP Minerals (Roxby Downs) Pty Ltd (ACN 000 009 816) ("BPMRD") all of their respective interests under the Indenture and in the joint venture referred to in Recital D.

M. To facilitate the performance of the State's obligations under Clause 24(3) of this Indenture, the South Australian Government, pursuant to Part XIV of the Crown Lands Act 1929, has, since 1986, issued ODC and its predecessors under the Indenture with annual licences to occupy portions of the land described in the Gazette notices referred to in Recitals F and K, for the purpose of developing the townsite of Roxby Downs.

N. On 6 June 1991, ODC and BPMRD submitted a Project Notice under Clause 9(2) of this Indenture as then in force in relation to a Subsequent Project consisting of the further development of the mine in the Olympic Dam Area and provision of associated infrastructure, facilities and services.

O. On 31 March 1993 and in accordance with Clause 36 of the Indenture as then in force, BPMRD assigned to ODC all of its interests under the Indenture and in the joint venture referred to in Recital D.

P. On 3 June 1993 and 14 January 1997, and in April 2001, ODC submitted Project Notices under Clause 9(2) of this Indenture as then in force in relation to Subsequent Projects consisting of the further development of the mine in the Olympic Dam Area and provision of associated infrastructure, facilities and services.

Q. On 30 December 2005, 16 March 2006 and 4 January 2007, ODC submitted Project Notices under Clause 9(2) of this Indenture as then in force in relation to the production of Non-minesite Product.

R. Pursuant to Clause 20(6) of this Indenture as then in force, the State granted exploration licences to BHP Billiton Nickel West over land within the Stuart Shelf Area. The successor exploration licences of these licences are—

(a) exploration licence 3713, granted on 22 February 2007;

(b) exploration licence 4356, granted on 29 October 2009; and

(c) the subsequent exploration licence granted corresponding to exploration licence 3597 (granted on 7 July 2006 and which expired on 6 July 2011), which is the subject of exploration licence application 2011/00091.

S. This Indenture has been amended by—

(a) an agreement between the State, the Minister, ODC and BHP Billiton Nickel West, authorised and ratified by the Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 1996; and

(b) a deed of amendment dated 29 September 1999 between the State, the Minister, ODC, BHP Billiton Nickel West, Flinders Power Pty Ltd and others, made pursuant to Clause 56(1) of this Indenture as then in force.

T. The Roxby Downs (Indenture Ratification) Act 1982 has been amended by the Acts referred to in Recital S and by the Roxby Downs (Indenture Ratification) (Aboriginal Heritage) Amendment Act 1997, the Freedom of Information (Miscellaneous) Amendment Act 2001 and the Statutes Amendment (Personal Property Securities) Act 2011.

U. The Company continues to operate a mine at Olympic Dam and provide associated infrastructure, facilities and services in accordance with this Indenture.

V. The Company has proposed the development of an open pit mine and processing facilities at Olympic Dam and supporting infrastructure. The Company has obtained development authorisations under the Development Act 1993 for the following major components—

(a) an open pit mine producing up to 72 million tonnes per annum of ore;

(b) expansion of the existing on-site smelter capacity from around 400,000 tonnes of copper concentrate per annum to approximately 800,000 tonnes of copper concentrate per annum;

(d) a 280 megalitre per day coastal desalination plant at Port Bonython on the Upper Spencer Gulf, to supply additional water to Olympic Dam via a 320 km pipeline connection;

(e) a 270 km, 275 kV transmission line from Port Augusta to Olympic Dam;

(f) an on-site 600 MW capacity power station to be supplied from a gas pipeline from Moomba to Olympic Dam;

(g) a 105 km rail line to connect Olympic Dam to the national rail network near Pimba, to move product and supplies by rail instead of road;

(h) a landing facility on the Upper Spencer Gulf near Port Augusta to unload equipment from barges, and an access corridor to a pre-assembly yard on the north-western outskirts of Port Augusta;

(i) a new accommodation village for workers located between Roxby Downs and Andamooka;

(j) a new airport located near the proposed new accommodation village, to replace the existing airport at Olympic Dam;

(k) expansion of the Roxby Downs township, 14 km south of the mine, where most of the Olympic Dam's operational workforce lives; and

(l) a new heavy industrial area to replace the existing Olympic Dam Village heavy industrial area in Charlton Road.

Decisions relating to progressing the establishment of an open pit mine and the particular configuration of the mine and supporting infrastructure will depend on factors including commercial considerations and other assessments undertaken by the Company.

W. The State agreed to amend the Indenture on the basis of the benefits which the State expects to accrue to the South Australian economy and the community from the proposed development of an open pit mine at Olympic Dam, including royalty payments, workforce participation and development, local supplier participation, Aboriginal economic development and regional development.

X. Health, Safety, Environment and Community ("HSEC") issues are of high importance to the Company. The Company's aspiration is that its operations under this Indenture will cause zero harm to members of the public, its workforce and the communities in which it operates, and that any environmental impact of those operations is minimised. The Company, in conjunction with the State, intends to continue to take adequate measures to safeguard the public, the workforce and the environment in relation to operations under this Indenture.

Y. The parties have agreed to the provision of infrastructure, facilities and services for Projects, as required by this Indenture and as appropriate to the scale of the Company's operations up to the production of 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non-mineral Product and associated by-products.

Z. It is agreed that if the Company discovers petroleum within the Olympic Dam Area or the Additional Olympic Dam Area or produces petroleum or petroleum products from those Areas, the provisions of this Indenture shall not apply to such discovery or production and that the applicable provisions shall (unless otherwise agreed and provided for) be those of the Petroleum and Geothermal Energy Act 2000.

ZA. It is the intention of the State and the Company that this Indenture shall not be amended, nor shall the rights and privileges of the Company or the State be derogated from, other than by mutual consent and in accordance with the procedures specified in this Indenture or by amendment of the ratifying Act.

NOW THIS INDENTURE WITNESSES that the parties covenant and agree with each other as follows—

1. DEFINED TERMS

(1) In this Indenture unless the context otherwise requires—

"Additional Olympic Dam Area" means the area specified in the Third Schedule;

"Additional Power Line" has the meaning given in Recital J;

"advise", "agree", "apply", "approve", "approval", "consent", "certify", "direct", "elect", "inform", "notice", "notify", "request" or "require", means, as applicable, advise, agree, apply, approve, approval, consent, certify, direct, elect, inform, notice, notify, request or require in writing;

"Arid Lands NRM Board" means the South Australian Arid Lands NRM Board established under the NRM Act;

"associated company" means—

(a) any company or corporation which is notified to the Minister by the Company as an associated company which—

(i) is promoted by the Company (or by a wholly owned subsidiary of the Company) for all or any of the purposes of a Project and in which the Company or such wholly owned subsidiary has not less than 20% of the issued share capital or some lesser percentage acceptable to the Minister; or

(ii) is a related body corporate, within the meaning of the Corporations Act 2001 (Commonwealth), of the Company or of any company or corporation in which the Company or a wholly owned subsidiary of the Company holds not less than 20% of the issued ordinary share capital; or

(b) any company or corporation approved by the Minister at the request of the Company;

"base quantity" has the meaning given in Clause 13(21);

"Clause" means a clause, sub-clause, paragraph or sub-paragraph of this Indenture;

"Commonwealth" means the Commonwealth of Australia and includes the Commonwealth Government for the time being;

"the Company" means ODC and includes its successors and permitted assigns;

"Eligible Exploration Licence" means exploration licence 3713 granted on 22 February 2007 (known as Wirrda Well) and includes any renewals or subsequent exploration licences granted in respect of that licence or over land comprised in that licence or any exploration licence held from time to time by the Company, BHP Billiton Nickel West, or an associated company over the area described in the Third Schedule;

"EMP" has the meaning given in Clause 11(1);

"Environmental Authorisation" means a Project Approval required under the Environment Protection Act 1993;

"EPA" means the Environment Protection Authority established under the Environment Protection Act 1993;

"Indenture" means this Indenture, whether in its original form or as from time to time supplemented, varied or amended;

"the Initial Project" means the project the subject of the notice referred to in Recital D, involving the construction, maintenance and operation of a mine in the Olympic Dam Area and the construction, acquisition, maintenance and operation of mining, treatment, transportation and other facilities, plant and equipment and infrastructure necessary or appropriate for the mining and treatment of ore, including a town and related and ancillary facilities for the workforce and their dependents and others engaged in the aforesaid mining and treatment and other activities;

"Manager" means a manager appointed pursuant to Clause 54(2);

"mine buffer zone" means the area of land surrounding the minesite, designated pursuant to Clause 25 and being the subject of a Special Buffer Zone Lease in the form, or substantially in the form, of the Fourth Schedule;

"minerals" means—

(a) any naturally occurring deposit of metal or metalliferous ore, precious stones, or any other mineral (including sand, gravel, stone, shell, coal, oil shale, shale and clay);

(b) any metal, metalliferous substance, or mineral recoverable from the sea or a natural water supply; or

(c) any metal, metalliferous ore, or mineral that has been dumped or discarded in the course of mining operations or operations incidental thereto,

but does not include soil;

"the minesite" means the site of any mine or mines within the area of a Special Mining Lease;

"Minesite Ore" means ore extracted from lands comprised in a Special Mining Lease;

"the Mining Act" means the Mining Act 1971;

"the Minister" means the Minister in the Government of the State for the time being responsible (under whatever title) for the administration of the ratifying Act;

"month" means calendar month;

"the Municipality" means the municipality of Roxby Downs;

"Non-minesite Materials" means copper, gold, silver or any other mineral that is not Minesite Ore and does not originate from Minesite Ore, and whether it is in the form of ore or in any other form, and whether or not it originates from land within South Australia;

"Non-minesite Product" means all saleable mineral production from a treatment plant and produced from Non-minesite Materials for the benefit of the Company;

"non-potable water" means water other than potable water;

"Normalization Date" has the meaning given in Clause 24B(2);

"NRM Act" means the Natural Resources Management Act 2004;

"the Olympic Dam Area" means the area described in the Fifth Schedule;

"OD Project EIS" means the draft environmental impact statement and the supplementary environmental impact statement prepared by the Company under Division 2 of Part 4 of the Development Act 1993 in relation to the OD Project, delivered by the Company to the State in the months of May 2009 and May 2011 respectively;

"OD Project" means the proposed Project or Projects to which Recital V refers;

"OD (Stage 1) Project" means the first stage of the OD Project, comprising at least the development of an open pit mine to the production stage and all other works which are necessary preliminaries to the development of the mine;

"Outsourced Element" has the meaning given to that term in Clause 36(4)(a)(i);

"person" includes, in addition to a natural person, a body corporate, and any agency, authority or instrumentality of the Crown or of any government, or any statutory or local authority;

"petroleum" means "petroleum" as defined in the Petroleum and Geothermal Energy Act 2000;

"Pilot Plant" means any chemical or metallurgical plant which is not designed, intended or used for commercial production;

"Pimba Road" means the road referred to in Recital I;

"Pipeline Licence" means a pipeline licence granted, in accordance with Clause 19A, pursuant to the Petroleum and Geothermal Energy Act 2000 and the ratifying Act, and includes any new pipeline licence granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 30A(4);

"potable water" means water of a quality which is deemed suitable for human consumption in accordance with the maximum permissible standards for potable water quality determined by the World Health Organization;

"Power Line" has the meaning given in Recital J;

"private road" means a road, street or thoroughfare, including every carriageway, footpath, dividing strip and traffic island, which is owned or occupied by the Company or an associated company or which is constructed pursuant to this Indenture (other than, in any case, roads dedicated as public roads under Clause 14(8) or otherwise with the agreement of the Company);

"Product" means all saleable mineral production from a treatment plant and produced from Minesite Ore for the benefit of the Company;

"Project" means the Initial Project or a Subsequent Project;

"Project Approval" means any permit, consent, approval, authorisation, permission or determination of any kind whatever (including a determination that is required for obtaining the benefit of an exemption) that the Company or an associated company is required to obtain from the State or any of its instrumentalities, any statutory authority or any local government authority, to enable the Company or associated company to discharge its obligations or exercise its rights under this Indenture or to proceed with the implementation of a Project;

"Project Notice", in respect of a Project, means a notice given to the Minister of a decision to proceed with the Project pursuant to Clause 6(2);

"public road" means any road not being a private road;

"Ratification Date" means the date on which the Act that amends the ratifying Act to ratify and approve the amendments to this Indenture referred to in Recital W comes into operation;

"ratifying Act" means the Act referred to in Recital B;

"SA Water" means the South Australian Water Corporation established in accordance with the South Australian Water Corporation Act 1994;

"SML1" means the Special Mining Lease referred to in Recital E, as varied from time to time;

"SML1 Expanded Area" means, at any time, the land to which SML1 applies at that time in excess of the land for which SML1 was originally granted (on 22 May 1986);

"Special Buffer Zone Lease" means a lease by that name created only pursuant to this Indenture and the ratifying Act in the form or substantially in the form of the Fourth Schedule or the Eighth Schedule, and includes any new Special Buffer Zone Lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 30A(4);

"Special Mining Lease" means a lease by that name created only pursuant to this Indenture and the ratifying Act and in the form or substantially in the form of the Second Schedule, and includes SML1, any Special Mining Lease granted under Clause 19(3), and any new mining lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 30A(4), in each case, as varied, substituted or replaced from time to time;

"Special Tenements" means collectively all Special Mining Leases, Special Water Licences and Special Buffer Zone Leases, and "Special Tenement" means any one of them;

"Special Water Licence" means a licence by that name created pursuant only to this Indenture and the ratifying Act and in the form or substantially in the form of the First Schedule, and includes any new water licence granted pursuant either to an agreement entered into pursuant to Clause 30A or to Clause 30A(4);

"the Stuart Shelf Area" means the area bordered black on the plan annexed to this Indenture marked "Map B" and as more particularly described in the Sixth Schedule;

"Subsequent Project" means any project, other than the Initial Project, for mining of minerals in the Olympic Dam Area or an Additional Olympic Dam Area, or the treatment of minerals extracted from any of those areas, and ancillary and related activities, including infrastructure, and includes, without limitation, any material expansion or other material variation of a Project, and also includes the production of Non-minesite Product and ancillary and related activities, including infrastructure, always both in conjunction with a Project for the production of Product and in accordance with Clause 32A;

"SWL A" means the Special Water Licence granted by the Governor of the State on 22 May 1986 and any renewals of that Special Water Licence;

"SWL B" means the Special Water Licence granted by the Governor of the State on 30 November 1995 and any renewals of that Special Water Licence;

"the town" means the town declared pursuant to Clause 24(1) as then in force (the town of Roxby Downs) and developed primarily by or at the direction of the Company as the principal housing area for the workforce and includes all necessary services and facilities and commercial areas in connection with the principal housing area;

"town buffer zone" means the area of land surrounding the townsite, designated pursuant to Clause 25 and being the subject of a Special Buffer Zone Lease in the form, or substantially in the form, of the Eighth Schedule;

"the townsite" means the site on which the town is to be or is situated;

"the Townsite Land" means the land that was the subject of the dedication referred to in Recital K, as extended, reduced or substituted from time to time pursuant to Clause 24(1);

"treatment plant" means a plant (other than a Pilot Plant) located on SML1 for producing a form of saleable copper and associated mineral by-products, and includes such other treatment plant as may be located on the land the subject of a Special Mining Lease;

"Variation Date" means the date on which the Minister publishes a notice in the Gazette stating that he or she has received a Project Notice for the OD (Stage 1) Project;

"the Water Minister" means the Minister in the Government of the State for the time being responsible for the administration of the NRM Act.

(2) In this Indenture—

(a) monetary references are references to Australian currency unless otherwise specifically expressed;

(b) headings and marginal notes do not affect the interpretation or construction;

(c) reference to an Act or a Law, unless otherwise specifically expressed, includes the amendments to that Act or Law for the time being in force and also any Act or Law passed in substitution for or in lieu of that Act or Law, and the regulations and by-laws for the time being in force under the Act or Law;

(d) words importing one gender shall include the other genders, words importing persons shall include corporations, the singular shall include the plural and vice versa;

(e) reference to any Minister includes the person for the time being holding the office or performing the duties of such Minister;

(f) where reference is made to the Consumer Price Index or CPI, such reference shall be to the Consumer Price Index for the City of Adelaide (All Groups) as published by the Australian Bureau of Statistics Catalogue No. 6401.0. If the Bureau ceases at any time to publish the Consumer Price Index, the Company and the Minister shall confer and agree upon the adoption of another suitable index or standard;

(g) where reference is made to the Commonwealth of Australia Bond Rate, such reference shall be to the theoretical yield on a non brokerage basis for non rebate bonds based on the average for the week centred on the last Wednesday of the month of June for Commonwealth Government Bonds with a maturity nearest to 10 years after the relevant month of June as currently quoted in the monthly Reserve Bank of Australia Bulletin; and

(h) reference to a party to this Indenture or other person includes a successor in title, permitted substitute or a permitted assign of that party or person.

(3) The Schedules and annexures to this Indenture form part of this Indenture. Should any inconsistency arise between a provision of a Schedule or an annexure and a provision of Clauses 1 to 57 of this Indenture, the latter shall prevail.

2. AMBIT OF INDENTURE

The scope and purpose of this Indenture is to provide comprehensively between the State and the Company for existing and future mining developments in the Olympic Dam Area and the area of any Special Mining Lease which may be granted within the Additional Olympic Dam Area, and for associated treatment and transportation facilities and related infrastructure.

3. INITIAL GOVERNMENT OBLIGATIONS

Intentionally Omitted

4. CONDITION PRECEDENT

Intentionally Omitted

5. INVESTIGATIVE ACTIVITIES

(1) The Company may, from time to time, conduct field, engineering and office studies and take other action to enable it to—

(a) define the limits and reserves of mineralisation within the Olympic Dam Area and the Additional Olympic Dam Area; and

(b) evaluate all aspects (and in particular, the geological, economic, engineering, mining, environmental, metallurgical treatment and marketing aspects) of the development of that mineralisation,

including, without limitation, activities relating to—

(d) investigation of necessary supporting infrastructure.

(2) For the avoidance of doubt, no Project Notice is required in connection with studies and other actions and activities under this Clause 5.

(3) This Clause 5 does not affect any applicable requirements of the Eligible Exploration Licence or the Mining Act in relation to activities within the Additional Olympic Dam Area.

6. COMMITMENT TO A PROJECT

(1) The Company shall provide the Minister with a Project Notice in relation to the OD (Stage 1) Project as soon as reasonably practicable after the board of directors approves that Project.

(2) If the Company decides to proceed with a Project, it shall, subject to the terms of this Indenture, notify the Minister of its decision with respect to proceeding with the Project and, within two months after that notice, shall provide to the Minister details in respect of all matters covered by the notice, including, as appropriate—

(a) details in respect of the mining, treatment, transport and shipment of Product and in respect of the treatment, transport and shipment of Non-minesite Materials and Non-minesite Product and provision for the necessary workforce and population as specified in Clause 6(3);

(b) advice of its being satisfied that suitable arrangements can be made for the financing of the Project; and

(3) The details to be advised to the Minister pursuant to Clause 6(2)(a) are details in respect of all matters covered by the relevant notice and such of the following matters as the Company and the Minister may agree—

(a) the mining and all stages of treatment of Minesite Ore or all stages of treatment of Non-minesite Materials including the tonnages of Minesite Ore to be mined and treated or the tonnages of Non-minesite Materials to be treated and the disposal of tailings;

(b) streets and roads;

(d) facilities at ports in the State for the purposes of the Project;

(e) construction camp;

(f) housing and town requirements (including site and conceptual layout) and including social, civic and engineering services;

(g) water supply;

(h) sewerage and effluent disposal;

(i) electricity supply;

(j) any fee simple estates, leases, licences or other tenures of land required from the State;

(k) any other works, services or facilities desired by the Company;

(l) airport;

(m) any significant aboriginal and historic sites and measures for their protection;

(n) safety measures, including radiometric measures, for the workforce and associated population and for the transport storage and shipping of Product;

(o) use of local professional services, labour and materials;

(p) measures to be taken in respect of the Company's operations in respect of the Project for the protection and management of the environment;

(q) the size and capacity of the treatment plant, the proposed construction programme, and the proposed extent of the mine; and

(r) any other details which the Company considers to be relevant.

(4) The details furnished pursuant to Clause 6(3) may be submitted separately and in any order as to the matters referred to in Clauses 6(3)(a) to 6(3)(r) and may from time to time be varied or amended by the Company.

(5) Use of Existing Infrastructure—The details furnished to the Minister pursuant to Clause 6(3) may, instead of providing for the construction of new facilities of a kind referred to in that Clause, provide for the use by the Company, upon reasonable terms and conditions, of any existing facilities of that kind.

(6) The Company shall co-operate with the State and, when and where appropriate, consult with the representatives or officers of the State and its instrumentalities, regarding the matters referred to in Clauses 6(3)(a) to 6(3)(r).

7. APPROVALS

(1) Notwithstanding any provision of any Act, regulation, by-law or rule of law to the contrary, but subject always to the provisions of the ratifying Act and Clause 23(2A), the application for any Project Approval (other than an Environmental Authorisation) may, in the discretion of the Company, be made to the Minister.

(2) Every application pursuant to Clause 7(1) shall be in the form and shall provide the information and details required by the Act, regulation or by-law applicable to such application, and on its receipt, the Minister shall do one of the following—

(a) approve the application without qualification or reservation; or

(b) require, as a condition of the giving of his approval to the application, that the applicant comply with such conditions as he (having regard to the circumstances, including the overall development of the relevant Project and the factors which would normally be taken into account in respect of such an application) thinks reasonable, and in such a case the Minister shall disclose his reasons for such conditions; or

(c) refuse the application (having regard to the circumstances, including the overall development of the relevant Project and the factors which would normally be taken into account in respect of such an application), and in such a case the Minister shall disclose his reasons for such refusal.

(3) The Minister shall—

(a) where details in respect of the subject matter of an application have previously been supplied to him pursuant to Clause 6(2) or 6(4) and the application is substantially in accordance with such details, within two months of the receipt of such application; or

(b) in any other case, including where an application is made before a Project Notice is given in respect of a Project, within four months of the receipt of an application,

give notice to the applicant of his decision in respect of the application.

(4) Consultation with Minister—If the decision of the Minister is as mentioned in Clause 7(2)(b) or 7(2)(c), the Minister shall afford the applicant full opportunity to consult with him and, should it so desire, to submit new or revised applications, either generally or in respect to some particular matter, and the provisions of this Clause 7 shall apply to any such new or revised application.

(5) The Company may, pursuant to Clause 7(1), seek any number of Project Approvals (whether under one Act or any number of Acts) at any one time or as part of one application, and the Minister may deal with them in accordance with the provisions of this Clause.

(6) Minister's Decision Subject to Arbitration—If, in respect of any application made pursuant to Clause 7(1)—

(a) the decision of the Minister is as mentioned in Clause 7(2)(b) and the applicant considers that any condition is unreasonable; or

(b) the decision of the Minister is as mentioned in Clause 7(2)(c) and the applicant considers that such decision is unreasonable; or

the applicant, within two months of receipt of the notice mentioned in Clause 7(3) or (as applicable) of the expiration of the time specified in that Clause, may refer—

(i) the reasonableness of the condition; or

(ii) the reasonableness of the refusal; or

(iii) the application for the Project Approval in question,

as applicable, to arbitration in the manner provided in Clause 49.

7A. ENVIRONMENTAL AUTHORISATIONS

(1) Notwithstanding any provision of the Environment Protection Act 1993, any other Act, or any regulation, by-law or rule of law to the contrary, but subject always to the provisions of the ratifying Act, the application for any Environmental Authorisation may, in the discretion of the Company, be made to the EPA pursuant to this Clause 7A.

(2) Every application pursuant to Clause 7A(1) shall be in the form and provide the information and details required by the Environment Protection Act 1993 and the regulations and other statutory instruments under it, and on its receipt the EPA shall do one of the following—

(a) approve the application without qualification or reservation; or

(b) require, as a condition of the giving of its approval to the application, that the applicant comply with such conditions as the EPA (having regard to the circumstances, including the overall development of the relevant Project and the factors which would normally be taken into account in respect of such an application) considers reasonable, and in such a case the EPA shall disclose its reasons for such conditions; or

(3) The EPA shall—

(a) where details in respect of the subject matter of an application have previously been supplied to the Minister pursuant to Clause 6(2) or 6(4) and the application is substantially in accordance with such details, within two months of the receipt of such application; or

(b) in any other case, including where an application is made before a Project Notice is given in respect of a Project, within four months of the receipt of an application,

give notice to the applicant of the EPA's decision in respect of the application.

(4) Consultation—If the decision of the EPA is as mentioned in Clause 7A(2)(b) or 7A(2)(c)—

(a) the EPA shall afford both the applicant and the Minister full opportunity to consult with the EPA;

(b) the Minister shall afford the applicant full opportunity to consult with him; and

(c) the EPA shall afford the applicant full opportunity, should the applicant so desire, to submit new or revised applications, either generally or in respect to some particular matter, and the provisions of this Clause 7A shall apply to any such new or revised application.

(5) EPA's Decision Subject to Arbitration—If, in respect of any application to which Clause 7A(1) applies—

(a) the decision of the EPA is as mentioned in Clause 7A(2)(b) and the applicant considers that any condition is unreasonable; or

(b) the decision of the EPA is as mentioned in Clause 7A(2)(c) and the applicant considers that such decision is unreasonable; or

the applicant, within two months of receipt of the notice mentioned in Clause 7A(3) or (as applicable) of the expiration of the time specified in that Clause, may refer—

(i) the reasonableness of the condition; or

(ii) the reasonableness of the refusal; or

(iii) the application for the Environmental Authorisation in question,

as applicable, to arbitration in the manner provided in Clause 49.

(6) As an alternative to arbitration under Clause 7A(5), the applicant may appeal to the Environment, Resources and Development Court in connection with an Environmental Authorisation in the circumstances contemplated by and in accordance with the Environment Protection Act 1993.

(7) Without limiting the provisions of Clause 7A(2) or the Environment Protection Act 1993, in determining whether to approve or refuse an application for an Environmental Authorisation under Clause 7A or the term or conditions of an Environmental Authorisation—

(a) the EPA shall, in addition to the circumstances specified in Clauses 7A(2)(b) and 7A(2)(c), have regard to any report, assessment, environmental impact statement, public environmental report, development report, assessment report, development authorisation or other document or requirement under the Development Act 1993 or Clause 28 relevant to a project or development in connection with which the Environmental Authorisation is required; and

(b) where the Company has been granted a development approval or authorisation pursuant to the Development Act 1993 or Clause 28 authorising a development or project in connection with which an Environmental Authorisation required, the EPA may not, on due application for that Environmental Authorisation, refuse to grant the Environmental Authorisation.

8. IMPLEMENTATION OF PROJECTS

The Company shall, upon a Project Notice being given in respect of a Project, implement or cause to be implemented the Project with all reasonable diligence in accordance with the terms of this Indenture.

9. SUBSEQUENT PROJECTS

(1) Obligations in respect of Subsequent Projects—Unless otherwise expressly provided in this Indenture, the obligations of the parties in respect of the provision of, or payment for the provision of, infrastructure, facilities and services are limited to the infrastructure, facilities and services appropriate to that required for production at minesites of 1,500,000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products. In the event that production at minesites is planned to exceed that tonnage, the Company and the Minister shall negotiate in good faith as to the provision of and payment for further infrastructure, facilities and services (including any payment of the nature referred to in Clause 29(4)). A failure to agree on these matters shall not be arbitrable.

(2) If the Company requires the provision of infrastructure, facilities and services in excess of what is appropriate to the production at the minesites of 750,000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products, then, to the extent the provision of the additional infrastructure, facilities and services is the obligation of the State under this Indenture, the Minister shall notify the Company of the cost for the State to provide the infrastructure, facilities and services and if the Company agrees to pay those costs, the State shall provide the infrastructure, facilities and services and those costs shall be borne by the Company (and to avoid doubt, the State is not required to provide the infrastructure, facilities or services if the Company does not agree to pay those costs).

10. COMPLIANCE WITH CODES

(1) Notwithstanding any other provision of this Indenture, in relation to each Project, the Company shall observe and comply with the following codes, standards and recommendations, including any amendments or substituted codes, standards or recommendations—

(a) "Code of Practice and Safety Guide for Radiation Protection and Radioactive Waste Management in Mining and Mineral Processing 2005", (Radiation Protection Series Publication No. 9) published in 2005 by the Australian Radiation Protection and Nuclear Safety Agency;

(b) "Code of Practice for the Safe Transport of Radioactive Material 2008", (Radiation Protection Series Publication No. 2) published in 2008 by the Australian Radiation Protection and Nuclear Safety Agency;

(c) Recommendations for "Intervention in Emergency Situations involving Radiation Exposure", (Radiation Protection Series Publication No. 7) published by the Australian Radiation Protection and Nuclear Safety Agency;

(d) "Recommendations for Limiting Exposure to Ionizing Radiation" (1995) and "National Standard for Limiting Occupational Exposure to Ionizing Radiation" (republished in 2002), (Radiation Protection Series Publication No. 1) published by the Australian Radiation Protection and Nuclear Safety Agency;

(e) Publications issued from time to time by the Australian Radiation Protection and Nuclear Safety Agency (or its successor) as part of the Radiation Protection Series of Publications (or any series that replaces it); and

(f) Codes or recommendations presently issued or to be issued from time to time by the International Commission on Radiological Protection or the International Atomic Energy Agency.

(2) Notwithstanding Clause 10(1), the Company shall, at all times, use its best endeavours to ensure that the radiation exposure of employees and the public shall be kept to levels that are in accordance with the principles of the system of dose limitation as recommended by the International Commission on Radiological Protection (publication number 103 of 1997) as varied or substituted from time to time.

(3) Where, by or under an Act of the Parliament of the State or Commonwealth, provision is made in respect of a matter contained in a code, standard or recommendation described in Clause 10(1), the Company shall comply with that provision.

(4) The State shall not, in relation to a Project, seek to impose on the Company or an associated company any standard relating to the mining, treatment, processing, handling, transporting or storage of radioactive ores, residues, effluents, wastes, tailings, concentrates or Product which is more stringent than the most stringent standards contained in any of the codes, standards and recommendations referred to in Clause 10(1).

11. ENVIRONMENTAL MANAGEMENT PROGRAMME

(1) Within 12 months (or any longer period reasonably required or otherwise agreed by the Minister) after giving a Project Notice in respect of a Project, the Company shall submit to the Minister a programme for the protection, management and rehabilitation (if appropriate) of the environment in respect of that Project, including arrangements with respect to monitoring and the study of sample areas to ascertain the effectiveness of the programme (as varied from time to time in accordance with this Clause 11, an "EMP").

(2) An EMP may set out an outcomes based regulatory regime that provides for—

(a) a set of outcomes and a set of objective criteria for measuring the achievement of those outcomes as the basis for compliance; and

(b) the implementation of appropriate monitoring or management systems in relation to the outcomes.

(3) In addition to the requirements that are or can otherwise be included in an EMP, the Company may, at its absolute discretion, include in an EMP any condition or requirement, however called or described, of any Project Approval to the extent the condition or requirement relates to the protection, management or rehabilitation of the environment.

(4) On receipt of an EMP submitted to him pursuant to Clause 11(1), the Minister shall do one of the following—

(a) approve the EMP without qualification or reservation; or

(b) approve the EMP subject to conditions or variations as he thinks reasonable; or

(5) The Minister shall, within four months, or such other period agreed by the Company, of receipt of an EMP submitted to him pursuant to Clause 11(1), give notice to the Company of his decision in terms of Clause 11(4)(a), 11(4)(b) or 11(4)(c). If the decision of the Minister is as mentioned in Clause 11(4)(b) or 11(4)(c), the Minister shall disclose to the Company his reasons for his decision.

(6) The provisions of Clauses 7(4) and 7(6) apply, with any necessary modifications, to any decision of the Minister in the terms of Clause 11(4)(b) or 11(4)(c).

(7) The Company shall implement an EMP when approved by the Minister or determined by arbitration in accordance with the terms in which it is approved or determined (including any conditions or variations).

(8) The Company shall, at yearly intervals, within three months (or any longer period reasonably required or otherwise agreed by the Minister) from the anniversary of the date an EMP is first approved or determined, submit a detailed report to the Minister on compliance with the EMP, including achievement of any outcomes it sets out (according to applicable criteria).

(9) The Company shall, if requested by the Minister, review an EMP and submit to the Minister a revised EMP for approval within three months (or any longer period reasonably required or otherwise agreed by the Minister) after the date of the Minister's request. The provisions of Clauses 11(4) to 11(6), inclusive, apply, with any necessary modifications, in relation to the revised EMP (except that the Minister shall give notice of his decision within two months, or such other period agreed by the Company, of receipt of the revised EMP). However, the Minister may request that an EMP be reviewed under this Clause 11(9) only where—

(a) a matter has arisen that was previously unanticipated and has a material environmental impact;

(b) the requested review is limited to dealing with that previously unanticipated matter; and

(10) The Company may, in addition to submitting revisions of an EMP in accordance with Clause 11(9), at any time submit a revision to an EMP to the Minister for approval. The provisions of Clauses 11(4) to 11(6), inclusive, apply, with any necessary modifications, in relation to revisions to the EMP submitted to the Minister.

(11) Enforcement of EMP—

(a) If the Company becomes aware of—

(i) a failure to achieve an outcome (according to the applicable criteria) specified in an EMP; or

(ii) an unexpected material detriment to the environment occurring as a result of the Company's or associated company's operations under this Indenture; or

(iii) a breach of any condition or requirement of any Project Approval included in an EMP,

the Company shall give notice in writing to the Minister of the relevant matter as soon as reasonably practicable after becoming aware of it.

(b) If the Minister has reasonable cause to believe a matter referred to in Clause 11(11)(a) has occurred or is likely to occur, the Minister may give notice in writing to the Company of the matter.

(i) following notification of a matter under Clause 11(11)(a) or (b); and

(ii) in relation to a matter under Clause 11(11)(a)(i), if the Minister is of the opinion (acting reasonably) that there has been or is likely to have been a failure to achieve the outcome itself, or that the matter might reasonably be expected to lead to a failure to achieve the outcome itself, in each case, which has an environmental impact,

require the Company to, and if required, the Company shall, within such time as is reasonable in the circumstances, submit to the Minister a plan to manage or mitigate the adverse environmental impact or detriment and, where applicable, for a return to compliance with the EMP (including, where appropriate, timeframes, monitoring and reporting) ("Mitigation Plan").

(d) The provisions of Clauses 11(4) to 11(7), inclusive, shall apply, with any necessary modifications, in relation to a Mitigation Plan.

(e) If any action required under a Mitigation Plan which has been approved by the Minister or determined by arbitration ("Approved Mitigation Plan") is not taken within the applicable timeframe or otherwise in accordance with the Approved Mitigation Plan, the Minister may direct the Company, by written notice, to take the action in accordance with the Approved Mitigation Plan, and if the Company does not comply with Minister's direction within two months (or any other period reasonably required or otherwise agreed by the Minister), the Minister (or a person authorised by the Minister for the purpose) may take the action required by the direction, and the Company shall pay to the Minister his reasonable actual costs incurred in taking the action.

(f) The Company shall not be regarded for the purposes of this Indenture as in default in the due performance or observation of any covenants or obligations under this Indenture in connection with a failure to implement any aspect of an EMP ("EMP Breach") unless the Company fails to submit a Mitigation Plan required in relation to the EMP Breach in accordance with Clause 11(11)(c), fails to comply with a direction under Clause 11(11)(e) within the applicable period or fails to pay the Minister's costs in taking action required by a direction in relation to the EMP Breach in accordance with Clause 11(11)(e) ("Mitigation Plan Failure").

(g) Subject to Clause 11(16), the consequences of a breach or failure to comply with any condition or requirement of any Project Approval (other than an Environmental Authorisation) included in an EMP are confined to those provided in this Clause 11(11) except where—

(i) there is a Mitigation Plan Failure in relation to that breach or failure; or

(ii) the Minister is of the opinion (acting reasonably and in consultation with the Minister responsible for the Act pursuant to which provision is made for the relevant Project Approval) that the effects of the failure are so significant, taking into consideration the nature and extent of the failure and effects, that to ensure the effects can be managed appropriately and responsibly, the provisions of this Clause 11(11) should not apply,

and in those cases this Clause 11(11) shall not apply and any otherwise applicable powers and remedies under the Act pursuant to which provision is made for the relevant Project Approval shall apply.

(h) A failure to give notice under this Clause 11(11) of a breach of any condition or requirement of any Environmental Authorisation shall not be regarded as a default in the due performance or observation of any covenant or obligation under this Indenture and this Clause 11(11) shall not apply in connection with any Environmental Authorisation.

(12) If the Minister believes on reasonable grounds either that—

(a) a statement in a report provided under Clause 11(8) as to the achievement or likely achievement of an outcome specified in an EMP; or

(b) a statement in a report provided in accordance with an Approved Mitigation Plan as to achievement or likely achievement of an outcome of an action required under the Approved Mitigation Plan,

is incorrect, the Minister may give the Company notice requiring an independent audit of the relevant outcome reported, and the Company shall engage at its own cost an independent expert approved by the Minister to conduct the audit, and the Company shall submit a copy of the audit to the Minister within two months (or any longer period reasonably required or otherwise agreed by the Minister) after the date of the Minister's request.

(13) The Minister may, notwithstanding Clause 35, make available for public inspection—

(a) an EMP that has been approved by the Minister or determined by arbitration;

(b) an Approved Mitigation Plan;

(d) an audit submitted under Clause 11(12); or

(e) a notice (including a direction) given by the Minister under Clause 11(11).

(14) A single EMP may cover two or more Projects, or elements of two or more Projects, and may incorporate any plans relating to the management of environmental impacts that the Company is required to have in place for the purposes of any Project Approval.

(15) Where the rights of the Company under this Indenture to construct, operate or maintain an Outsourced Element are assigned (in accordance with this Indenture) to a person, and obligations under this Clause 11 relating to that Outsourced Element have been assumed by that person, the Company is released from those obligations to the extent of the assumption.

(16) Nothing in Clause 11(11) derogates from or affects in any way—

(a) the ability of the EPA to take any action under the Environment Protection Act 1993 in relation to a breach or failure to comply with an Environmental Authorisation or any provision of the Environment Protection Act 1993; or

(b) any applicable criminal consequences or any fines, penalties or other sanctions for any offence for any failure to comply with any condition or requirement of any Project Approval.

(17) Except as provided in Clause 11(11)(g), nothing in Clause 11(11) derogates from or affects in any way the powers (so that the powers are preserved) of any Minister or other instrumentality or statutory body or authority under any Act in relation to a matter to which Clause 11(11)(a) applies, to the extent that the power would have applied if the provisions of Clause 11(11) had not been included in this Indenture.

(18) Notwithstanding the provisions of this Clause 11, the State acknowledges that the Company, in assessing the economic feasibility of a Project, shall have regard to the laws, regulations or standards (other than those referred to in Clause 10) relative to the environment existing at the time at which the relevant Project Notice is given. Should there occur, during the currency of this Indenture, any changes to any such laws, regulations or standards of or applied by the State, the result of which is to impose substantial additional costs upon the Company, the State shall, upon request of the Company, give due consideration to ameliorating the adverse effects of such costs.

(19) For the purposes of noise controls prescribed under the Environment Protection Act 1993, the land use category that applies to the area of a Special Mining Lease is "Special Industry".

11A. GREENHOUSE GAS AND ENERGY MANAGEMENT PLAN

The Company agrees that the EMP for the OD Project shall incorporate the "Greenhouse Gas and Energy Management Plan" which the Company is required to develop and have in place under the conditions of the development authorisation for that Project.

12. USE OF LOCAL PROFESSIONAL SERVICES, LABOUR AND MATERIALS

(1) The Company shall for the purposes of this Indenture, as far as it is reasonable and economically practicable—

(a) use the services of engineers, surveyors, architects and other professional consultants resident and available within the State;

(b) use labour available within the State;

(c) when calling for tenders and letting contracts for works, materials, plant, equipment and supplies, ensure that South Australian suppliers, manufacturers and contractors are given reasonable opportunity to tender or quote; and

(d) give proper consideration and, where possible, preference, to South 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.

(2) The State continues to support the availability of analytical, process, research and development and other scientific and technical services in South Australia and the Company, in accordance with the provisions of Clause 12(1), shall give reasonable consideration to the use of such services for the purposes of this Indenture.

(3) Intentionally Omitted

(4) Nothing in this Clause 12 shall require the Company or an associated company to act other than upon commercial considerations.

(5) The Company shall, by not later than nine months after the Ratification Date, submit to the Minister a two year plan describing the Company's strategies or plans to maximize opportunities for local industry, diversification of its workforce and expansion of its use of local service providers (an "Industry and Workforce Participation Plan") through—

(a) opportunities for employment and workforce development, especially for young people and Aboriginal people;

(b) opportunities for competitive local suppliers;

(d) support for aboriginal economic development;

(e) support for regional development;

(f) opportunities for research, development and innovation; and

(g) any other appropriate opportunity for the expansion, development or diversification of local industry, workforce or service provision associated with a Project.

(6) The Company shall—

(a) by not later than two months after each anniversary of the first 30 June following the Variation Date, submit a report to the Minister on the outcomes of the implementation of the Industry and Workforce Participation Plan; and

(b) by not later than two months after each second anniversary of the first 30 June following the Variation Date, or any longer period reasonably required by the Company or otherwise agreed by the Minister, review the Industry and Workforce Participation Plan and submit to the Minister a revised Industry and Workforce Participation Plan for the two year period commencing on the relevant anniversary.

(7) The Company or the Minister may make the Industry and Workforce Participation Plan or annual report publicly available, subject to the excision of any material the Company has identified as confidential.

(8) It is the intention of the Company that it will use all reasonable endeavours to implement the Industry and Workforce Participation Plan. However, a failure to implement the Industry and Workforce Participation Plan shall not be a breach of this Indenture.

(9) Subject to the Company and the Minister agreeing that a meeting or all future meetings are not necessary, the Company shall, at least bi-annually, meet with the Chairperson of the State's Economic Development Board and relevant Chief Executives of State Government departments, to discuss, and provide advice and updates on, current outcomes or issues in relation to the implementation of the Industry and Workforce Participation Plan.

12A. AVAILABILITY OF DIESEL FUEL

(1) If the Minister requests, the Company shall, within 60 days of the Minister's request, give the Minister a written statement of its estimated usage, by month, of diesel fuel in its operations under this Indenture during the period of 12 months starting on the first day of the month following the month during which the statement is given (the "Diesel Plan").

(2) If the Company becomes aware that its usage of diesel fuel in any month is likely to exceed, to a material extent, the estimate for that month shown in the Diesel Plan, the Company shall promptly give the Minister a revised Diesel Plan containing the updated estimated usage.

13. THE COMPANY'S WATER REQUIREMENTS

(1) The Company shall, on or before the first day of January each year, provide the Minister with a ten year schedule of its estimates of the annual average daily water requirements for the forthcoming ten years in respect of—

(a) potable water; and

(b) non-potable water,

in each case for both—

(d) the townsite,

and the actual or expected sources of supply for such water.

(2) Potable Water—The Company shall construct adequate potable water storage facilities for the town at a location and of a capacity to be agreed with the State (which storage facilities are in this Clause 13 referred to as the "Storage Facilities"). The Storage Facilities shall be and remain the property of the Company and, in accordance with Clause 13(23), may be constructed in several stages.

(3) The Company shall have the right (to be exercised in its sole discretion) to construct a pipeline and appurtenant works from Port Augusta to Olympic Dam (which pipeline and works is in this Clause 13 referred to as the "Pipeline") capable of delivering to Olympic Dam a sufficient supply of potable water to satisfy that portion of the mine and town water requirements in respect of potable water appropriate to a level of production at the minesite of up to 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products which may not be provided from some other source. The timing of the construction of the Pipeline shall be at the discretion of the Company and the route shall be subject to generally applicable environmental procedures and approvals.

(4) The State has no obligation, by reason only of Clause 13(3), to make any quantity of potable water available to the Company at Port Augusta, regardless of whether or not the Company constructs the Pipeline.

(4A) Intentionally Omitted

(5) Intentionally Omitted

(6) If the Pipeline is constructed by the Company, it shall be and remain the property of the Company, and the Company shall operate and maintain it at the Company's cost. The Company may enter into contracts with a third party for the performance of this obligation.

(7) Underground Water Search—The Company may, in accordance with any relevant Act and following consultation with the State, search for underground water within and outside the Olympic Dam Area. Where appropriate, in the opinion of the Company, it shall engage experienced groundwater consultants. The Company shall furnish to the Minister details of the results of any investigations and copies of any reports of such consultants as they become available.

(8) Grant of Licence to Draw Underground Water—If the investigations referred to in Clause 13(7) prove the availability of any underground water source or sources which can be drawn on by the Company for the purposes of its operations, and following—

A. agreement by the Company or an associated company and the Water Minister of the dimensions and locations of the proposed wellfield or wellfields; and

B. designation, in accordance with the following procedures, of an area (the "designated area") in which the wellfield or wellfields are intended to be located for the purposes of this Indenture—

(i) the designated area shall be that area from which it is reasonably expected that the abstraction of water by the Company or an associated company for the thirty year period next ensuing will not reduce the potentiometric pressure by more than five metres (or such other pressure reduction as may be agreed between the Company or an associated company and the Water Minister) at the boundary of the designated area;

(ii) the Company or an associated company shall advise the Water Minister of the area it proposes should constitute the designated area;

(iii) when notifying the Water Minister of the area it proposes should constitute the designated area, the Company or an associated company shall supply to the Water Minister such data as is necessary to enable the Water Minister to determine whether the extent, location and boundaries of such proposed designated area are appropriate;

(iv) the Water Minister and the Company or an associated company shall liaise with a view to agreeing the extent, location and boundaries of the designated area. If agreement cannot be reached, the matter shall be referred to arbitration pursuant to Clause 49,

the State shall, subject to Clause 13(13) and if so requested by the Company, grant to the Company or to an associated company, as the Company may nominate to the Minister, (and when and where appropriate shall grant renewals of) a Special Water Licence or Special Water Licences for an initial period commencing with effect from the date of the application, and (if appropriate) terminating on the commencement of a Special Mining Lease and then for a period conterminous with the period of a Special Mining Lease as nominated by the Company to the Minister (or for such lesser period as the Company may specify), exclusively and irrevocably to develop and draw, subject only to Clause 13(16) and this Clause 13(8), free of charge (except as provided in Clause 13(12)), underground water (both potable and non-potable) to satisfy, in whole or in part, the mine water requirements and the base quantity of water from wells situated in a wellfield or wellfields, subject to the following conditions—

(a) The Company shall design, install and maintain in good working order, and collect data from, an appropriate monitoring system approved by the State. The monitoring system (which shall include such monitoring wells as are necessary) shall have for its purpose the collection of adequate data for the management of the use of the underground water resources and shall allow for the collection of the following data—

(i) total water quantities withdrawn from any wellfield on both an individual well and wellfield basis. Abstraction shall be added to the record on a monthly basis;

(ii) water pressures and levels in all monitoring and production wells, and at the boundary of the area designated pursuant to Clause 13(8)B(iv); and

(iii) water qualities in all monitoring and production wells on a quarterly basis.

The data base shall be adequate for the purpose of allowing periodic assessment of the water supply position and the response of the aquifers to water production for use in connection with the Company's operations.

(b) The Company shall cause an annual report to be prepared by a competent hydrogeologist and submitted to the State. The purpose of the report shall be to—

(i) define aquifer response to water production for use in connection with the Company's operations during the review period;

(ii) define the resource's ability to maintain the supply for use in connection with the Company's operations;

(iii) define a strategy for future water production and management in connection with the Company's operations; and

(iv) define the need for further exploration for, development of, or use of, additional water sources by the Company for its operations.

(i) If, after considering the data collected and supplied to him pursuant to Clauses 13(8)(a) and 13(8)(b), the Water Minister is of the opinion that the extent or boundaries of the designated area should be varied, he shall liaise with the Company with a view to agreeing upon such variation. If agreement cannot be reached, the matter may be referred to arbitration pursuant to Clause 49. If the designated area is so varied, the Special Water Licence shall be amended accordingly.

(ii) If the Water Minister has reason to believe that the continued abstraction of water by the Company from the designated area shall be detrimental to the water resource or that there is a reasonable possibility of a complete or partial failure of the water supply from the water resource, he may issue to the Company a notice requiring it to restrict the abstraction of water from the designated area to the limit set out in the notice, or, if appropriate, to establish another wellfield and designated area.

(iii) If the Company disputes the terms of the notice issued pursuant to Clause 13(8)(c)(ii), it may refer the matter to arbitration pursuant to Clause 49, and it shall comply with the terms of the notice as issued by the Water Minister or (if applicable) determined by the arbitrator.

(iv) Notwithstanding the provisions of this Clause 13(8), the Water Minister may, if he is of the opinion that an emergency situation exists, give not less than 96 hours' notice to the Company requiring it to limit the amount of water which may be taken from a wellfield or designated area, at any one time or from time to time, to the maximum which such wellfield or designated area is hydrologically capable of safely supplying.

(8A) Notwithstanding any other provision in this Indenture or requirement of an EMP, the Company shall be entitled under Clause 13(8) to draw in any calendar year (or other 12 month period agreed between the Company and the Minister) from the wellfields the subject of SWL A and SWL B, collectively, up to the quantity of water that represents an annual average abstraction of 42 megalitres per day, subject only to the powers of the Water Minister contained in Clauses 13(8)(c)(ii) and 13(8)(c)(iv).

(9) Should the Minister at any time pursuant to Clause 13(8) limit the amount of water to be taken from any wellfield, or if otherwise that portion of the mine water requirements and of the base quantity which is being supplied from a wellfield in respect of which a Special Water Licence has been granted pursuant to Clause 13(8) cannot continue to be met from such wellfield on a continuous basis, the Company may, in the terms of Clause 13(7), following consultation with the State, search for new or additional underground water sources with a view to restoring or ensuring the full quantity of the mine water requirements and (subject to Clause 13(23)) the base quantity. The State shall, following agreement of the dimensions and locations of the relevant wellfield or wellfields and agreement or determination of the relevant designated area as provided in Clauses 13(8)A and 13(8)B respectively, and subject to Clause 13(13), grant to the Company or an associated company, as the Company may nominate to the Minister, (and when and where appropriate shall grant renewals of) a Special Water Licence or Licences for an initial period commencing with effect from the date of the application, and (if appropriate) terminating on the commencement of a Special Mining Lease and then for a period conterminous with the period of a Special Mining Lease as nominated by the Company to the Minister, exclusively and irrevocably, subject to Clauses 13(8), 13(13) and 13(16), to develop and draw, from a wellfield or wellfields within any such new or additional underground water sources, water to satisfy in whole or in part that portion of the mine water requirements and the base quantity which cannot be met from the existing wellfield or wellfields. Pending the establishment of new or additional water sources and the granting of a Special Water Licence or Licences for those sources, the State shall negotiate with the Company in good faith regarding supply to the Company of sufficient water (if available) to meet that portion of the mine water requirements and of the base quantity which cannot be met from the existing wellfield or wellfields.

(10) Surface Water Investigations—The Company may, in accordance with any Act or law and following consultation with the State, investigate the potential for the development and utilisation of surface run off water from sources within and outside the Olympic Dam Area, and may, subject to concluding any necessary arrangements with relevant occupiers and other persons having existing rights in respect of those sources, develop, utilise, draw water and recharge underground water sources from such sources for the purposes of its operations.

(11) Captured and Re-cycled Water—The Company shall, to the extent that it is reasonably practicable and economically feasible for it to do so, design, construct and operate its plant and works in the conduct of its operations in such a manner as to capture and re-cycle as much water as possible.

(12) Charges—

(a) Except as provided in this Clause 13(12), the State shall not impose on the Company or on any associated company any charge, levy or other impost in respect of the development, extraction or use of any water or water source for the purposes of the Company's operations under this Indenture. For the avoidance of doubt, this Clause 13(12)(a) does not apply to any supply of water by SA Water to the Company.

(b) Subject to Clauses 13(12)(c) and 13(12)(d), the Company shall, on and from the Variation Date, pay to the Arid Lands NRM Board a charge in respect of the volume of water taken by the Company from wellfields located in the Great Artesian Basin or underground saline aquifers (but excluding any water extracted or taken from within the area of a Special Mining Lease), calculated and payable at the rate charged from time to time by the Arid Lands NRM Board on water allocated to the mining, energy, gas and petroleum sectors (which at the Variation Date is $0.0318 per kilolitre).

(c) The maximum rate of any charge payable by the Company pursuant to Clause 13(12)(b) shall be capped at $0.10 per kilolitre for the period of 30 years commencing on the Variation Date.

(d) Any moneys payable by the Company pursuant to Clause 13(12)(b) in a financial year may, notwithstanding anything in that provision to the contrary, be applied by the Company towards the costs of undertaking an Approved Offset Project for that financial year, and, to the extent the moneys are or will be so applied, they need not be paid to the Arid Lands NRM Board.

(e) For the purposes of this Clause 13(12), an activity is an "Approved Offset Project" for a financial year if it has been approved in writing by the Water Minister as an "Approved Offset Project" in accordance with the following rules—

(i) the Company may submit proposals for Approved Offset Projects to the Water Minister for approval before 30 March each year for the following financial year;

(ii) if a proposed Approved Offset Project is within the ambit of the guidelines set out in the Seventh Schedule, the Water Minister may not unreasonably withhold or delay approval of the proposed activity as an "Approved Offset Project";

(iii) if the Water Minister does not respond in writing to a proposal for an Approved Offset Project within 30 working days of receiving the proposal, the Water Minister shall be taken to have approved the proposed activity under Clause 13(12)(e)(ii),

but nothing that the Company is required to do in the performance of its obligations under Clause 13(8)(a) can be an Approved Offset Project.

(f) The Company shall make available to the Water Minister such records and other information as the Water Minister may reasonably require from time to time in order to verify amounts claimed to have been applied towards the costs of undertaking an Approved Offset Project.

(g) By 31 August each year, any moneys payable by the Company pursuant to Clause 13(12)(b) for the preceding financial year in excess of the amount properly applied pursuant to Clause 13(12)(d) shall be paid to the Arid Lands NRM Board as an augmentation to the Board's fund established under the NRM Act (in addition to and not resulting in a reduction to other funds which would otherwise be allocated to the Arid Lands NRM Board), and may be applied by the Board to further the goals or objectives of its ten year strategic plan for management of natural resources, including goals relating to revegetation, monitoring or research and development concerning water issues, as may be agreed, from time to time, by the Water Minister and the Company.

(13) Third Party Use—

(a) —

(i) In association with the granting of any Special Water Licence or Licences by the State in respect of any wellfield pursuant to Clause 13(8) or Clause 13(9), the Company shall conduct a survey of existing users of the resource within the designated area in which it intends to locate a wellfield. The survey shall determine and record, as accurately as is reasonably practicable, the annual water usage of such existing users, the location and depth of their wells, the quality and flow rate of the water obtained, and (if the well is sub-artesian) the depth of the water in the well. The Company shall provide a copy of the survey to the Water Minister.

(ii) The existing users within the designated area (and their successors in title or occupancy) shall continue to have the right to use water from that resource for the proper development or management of the existing use of the lands occupied by such a user unless the State and the Company agree that such continued use will affect the capacity of the resource to supply the mine water requirements and the base quantity, in which case the right of such existing users shall only be restricted or terminated by the State if the Company makes alternative supplies available to those users or agrees with such users on an appropriate level of compensation to be paid to such users, and such compensation is paid accordingly, or make such other arrangements with such users as may be agreed.

(b) The State may, after first ensuring that the mine water requirements and the base quantity will be met on a continuous basis and after having due regard to the hydrological adequacy of the applicable underground water source, upon not less than three months' prior notice to the Company specifying the identity of the third party (which may in this Clause 13(13)(b) include the State but not an existing user (including where applicable the State) requiring water for the proper development and management of the existing use of the lands occupied by such a user) and the estimated maximum daily and total quantity of water to be drawn by that third party and the period over which such drawing is to occur, grant to a third party rights to draw water, or itself draw underground water, from a designated area in respect of which the Company or an associated company is the holder of a Special Water Licence, provided however that—

(i) where the Company or any associated company draws water from a wellfield or wellfields within a designated area, the State shall ensure that it is a condition of any grant to any third party (other than an existing user requiring water for the proper development and management of the existing use of the lands occupied by such a user) that, in the event that the capacity of that designated area is unduly reduced, such reduction shall be borne by any third party and not by the Company or any associated company; and

(ii) this Clause 13(13) shall apply only to the rights to draw water from a particular water source and not to the use by a third party of any plant, equipment, facility or infrastructure supplied or installed by the Company or an associated company for the purpose of drawing water from such source, it being agreed that any such use, and the terms of that use, shall be a matter for separate and private negotiation between the Company or the associated company and the third party.

(14) The State shall ensure that no rights to prospect for or mine or extract minerals, petroleum or other substances are granted over any designated area from which the Company or an associated company is drawing water or has the right to draw water under a Special Water Licence, or from which water is from time to time supplied to the Company or an associated company under a Special Water Licence, if such a grant will or may reasonably be expected to result in the detrimental contamination of water or detrimentally reduce the quality or quantity of the water which the Company or an associated company is able or permitted to draw from the designated area.

(15) The Company shall, to the extent that it is reasonably practical and economical for it to do so, design, construct and operate, or cause to be designed, constructed and operated, all plant so as to ensure the most efficient use of all water sources, including the use of brackish or saline water.

(16) Except as otherwise provided in this Indenture, the Company shall provide, at no cost to the State, all necessary bores, valves, pipelines, meters, tanks, reservoirs, treatment plants, power supply, access roads, equipment and appurtenances necessary to draw, transport, use and dispose of water drawn from any sources licensed to or for the benefit of, or any sources which may be used by, the Company or an associated company under this Clause 13.

(17) The Company or an associated company shall have the right to construct, operate and maintain such water (both potable and non-potable) supply, storage and distribution facilities as may be necessary for the conduct of its operations and, at the request of the Company, the State, in respect of any land owned by it or resumed pursuant to Clause 31, shall grant to the Company or to an associated company, as the Company may nominate to the Minister (or procure the grant of), or assist the Company or associated company to obtain, at no cost to it other than as provided in Clause 31, such fee simple estates in land and leases, licences, easements and rights, free of any liens, charges or encumbrances, which the Company may reasonably require for the exercise of its rights and obligations under this Clause 13.

(17A) Seawater Desalination Plant—

In furtherance of the rights conferred on the Company by Clause 13(17) and the other rights and obligations of the parties under this Indenture (but without in any way limiting or detracting from any of those rights or obligations)—

(a) the Company or an associated company may construct, operate and maintain, as the Company or associated company may require for its operations—

(i) a seawater desalination plant ("Desal Plant");

(ii) pipelines to carry the treated water from the Desal Plant to the minesite ("Transmission Pipeline"); and

(iii) pumping stations, coastal inlet and outlet pipes, power transmission and switching facilities and all other facilities properly ancillary to a desalination plant and associated pipelines,

(collectively, "Desal Infrastructure"), and may (for the avoidance of doubt) take the seawater needed for those purposes;

(b) the location or route of any Desal Infrastructure (including site and corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by the development authorisation for the relevant Desal Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(i) a lease for the Desal Plant ("Desal Site");

(ii) easements in gross for the construction, operation and maintenance of water pipelines (saline or otherwise), the Transmission Pipeline, pumping stations, power transmission and switching facilities and other facilities ancillary to pipelines; and

(iii) exclusive rights by lease or licence for the construction, operation and maintenance of coastal inlet and outlet pipes (and related infrastructure) for the purposes of the Desal Plant, including without limitation, the right to exclude, or restrict or prohibit activities of, any person from the site or location (including without limitation the waters above the site or location) as required for the Company to conduct its operations and necessary activities associated with, or for the security and protection of, the coastal inlet and outlet pipes and related infrastructure and on reasonable terms consistent with this Indenture.

(17B) —

(a) The Desal Infrastructure may be constructed in stages, and may be constructed with spare capacity to meet the Company's reasonable expected future requirements.

(b) The lease referred to in Clause 13(17A)(c)(i) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(i) the tenant is permitted to conduct its operations and all necessary activities;

(ii) the yearly rent is the market rate (on the basis of undeveloped land), as agreed by the Company and the Minister, or in default of agreement, as determined by an independent property valuer (payable as adjusted by Clause 13(17E));

(iii) the term is conterminous with the period of SML1;

(iv) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(v) the tenant may exclude any third party from the leased land if required for the tenant to conduct its operations and necessary activities.

(c) Easements referred to in Clause 13(17A)(c)(ii) shall be permanent (subject to Clause 42 of this Indenture) and exclusive rights referred to in Clauses 13(17A)(c)(iii) shall be conterminous with the lease of the Desal Site under Clause 13(17A)(c)(i). Both the easements and the exclusive rights shall include a right for the Company or associated company to exclude third parties from the land the subject of the easement or exclusive right where it is reasonably required for the purposes of its operations under this Indenture including, without limitation, for construction, operation and maintenance purposes, and produced in the appropriate form, with such modifications as necessary, to enable the registration of the easement as applicable at the relevant State registry, and shall otherwise be in the form, or substantially in the form, set out in the Tenth Schedule (or as otherwise agreed by the Company and the Minister). The exclusive rights shall be at no cost to the Company.

(17C) —

(a) If requested by the Company and upon the surrender by the Company or associated company of the lease referred to in Clause 13(17A)(c)(i), the State shall grant (or procure the grant of) a fee simple estate in the land comprising the Desal Site to the Company or an associated company, as the Company may nominate to the Minister, and the Company or an associated company shall (subject to Clause 13(17E)) pay for such grant the market value (assuming for this purpose that the land is undeveloped land) as agreed by the Minister and the Company, or in default of agreement, as determined by an independent property valuer. To avoid doubt, the Company is not also required to pay any amount under Clause 31(2) in relation to the grant.

(b) If the Company or an associated company acquires the Desal Site in accordance with Clause 13(17C)(a) and an operational seawater desalination plant is not constructed on the Desal Site within 30 years after the Variation Date, the State shall have an option, exercisable by written notice given to the Company within six months of expiry of the 30 year period, to buy the Desal Site from the Company, or relevant associated company, at market value, as agreed by the Minister and the Company, or in default of agreement, as determined by an independent property valuer and on the following terms and conditions—

(i) settlement is to occur on a date (being not earlier than two and not later than three months after the date on which the State gives the Company notice of exercise of the option) and at a place in Adelaide nominated by the Company;

(ii) the price is to be paid in full at settlement;

(iii) title to the land is to be vested in the State free and clear of all mortgages or other security interests and other rights and interests granted or created by the Company or an associated company, except any to which the Minister has previously consented; and

(iv) on settlement, the State shall receive vacant possession, except as otherwise agreed.

(i) the independent property valuer shall be a person (with requisite experience) agreed by the Company and Minister or nominated by the President for the time being of the South Australian Division of the Australian Property Institute (or succeeding bodies serving similar objects), acting as an expert and not an arbitrator;

(ii) the independent property valuer shall have regard to submissions in writing by the parties, and issue his or her determination in writing giving reasons, which determination shall be binding in the absence of manifest error; and

(iii) the independent property valuer's fees (including the cost of appointment) shall be borne by the State and the Company in equal shares.

(17D) —

(a) The Company may not sell to a third party water that is produced by the Desal Plant but is not required for the purposes of the Company's operations under this Indenture unless the Company has first offered to sell the water to the Minister on the same terms (or no less favourable terms) as those on which the Company sells the water to the third party and has given the Minister a reasonable opportunity to consider that offer (not longer than two months or as otherwise agreed by the Company). For the purposes of this Clause 13(17D)(a), to "sell" water includes to supply it for no consideration, or for no monetary consideration. The Minister may nominate another agency or instrumentality of the State to purchase the water.

(b) To avoid doubt, Clause 13(17D)(a) applies whenever the Company enters into or proposes to enter into a contract or other arrangement for the supply of excess water to a third party (but does not apply to a supply made under a standing contract or arrangement in respect of which the Company complied with the requirements of the Clause).

(c) The Minister or another agency or instrumentality of the State may not on-sell water purchased in accordance with Clause 13(17D)(a) on a wholesale basis or otherwise than by the supply to end users in accordance with his or its general supply obligations and practices.

(d) If the Minister or another agency or instrumentality of the State purchases water that is produced by the Desal Plant pursuant to Clause 13(17D)(a), the Company shall, subject to Clause 13(17D)(e), take any action which is reasonably necessary to enable the Minister to take that water purchased from the Transmission Pipeline, as agreed by the Minister and the Company, each acting reasonably. Without limiting this Clause 13(17D)(d), the Minister shall have the right to—

(i) construct a pipeline and connection facilities to the Transmission Pipeline to enable the offtake of the water; and

(ii) offtake the water by means of any pipeline so constructed or any existing pipeline connected to the Transmission Pipeline.

(e) Any action undertaken by the Minister or the Company under Clause 13(17D)(d)—

(i) involving the construction of a pipeline on Company land must be approved by the Company, acting reasonably, and may, at the Company's election, be undertaken by the Company;

(ii) shall be on reasonable commercial terms agreed by the Minister and the Company;

(iii) shall not unreasonably interfere with the Company's operations;

(iv) shall not compromise the integrity of the Transmission Pipeline or the capacity of the Transmission Pipeline to deliver the Company's water requirements; and

(v) will comply with all the Company's policies in relation to activity on Company land,

and the reasonable costs of such action, including, without limitation, any increase to the Company's costs of operating and maintaining the Transmission Pipeline as a result of the connection of a pipeline, shall be borne by the State.

(f) The Minister may construct more than one pipeline and connection at the same time or at different times under Clause 13(17D)(d).

(17E) The Company shall be entitled to set off against (and deduct from) any rent payable under a lease referred to in Clause 13(17A)(c) or any amount payable for a grant under Clause 13(17C)(a), any amount the Company is required to pay to or reimburse the State for under Clauses 31(1) or 31A(5).

(18) Water Charges—

The unit rate referred to in Clause 13(21)(a) shall be—

(i) in respect of the 12 month period commencing on 1 July 2011, the sum of 110 cents per kilolitre; and

(ii) in respect of each subsequent 12 month period commencing on 1 July, calculated in accordance with the following formula—

Where

R = the unit rate payable expressed in cents per kilolitre;

X2 = the total revenue received by SA Water in the 12 month period immediately preceding the 12 month period in respect of which the calculation is being made in respect of potable water supplied by SA Water divided by the total amount of potable water supplied during that 12 month period as set out in the Annual Report of SA Water;

X1 = the total revenue received by SA Water during the 12 month period ended 30 June 2011 in respect of potable water supplied by SA Water divided by the total amount of potable water supplied during that 12 month period as set out in the Annual Report of SA Water.

(19) Subject to this Indenture (and in particular, Clauses 13(8), 13(9) and 13(23)), the delivery of the base quantity of water to the Municipality shall be the obligation of the Company, which obligation shall commence upon completion of the necessary works and shall be discharged by delivery to the Municipality at the point of discharge from the Storage Facilities.

(20) The Municipality shall be responsible for—

(a) the distribution of potable water within the township and, where reasonably practical and economic, the recycling of that water; and

(b) the operation and maintenance of the township sewerage facilities, including the treatment of sewage, and where reasonably practical and economic, the recycling of water from those facilities.

(21) The Company shall supply or cause to be supplied potable and non-potable water to the Municipality on the following terms and conditions—

(a) The Company shall supply a quantity of water (the "base quantity") at a unit rate to be determined from time to time in accordance with Clause 13(18).

(b) The base quantity shall be the quantity of potable and non-potable water which is agreed by the Company and the Minister to be sufficient to meet the residential, industrial, local government, commercial, community and recreational needs of the township appropriate to a level of production at the minesite of 1,500,000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products calculated with reference to a reasonable usage allowance per head of population (being a minimum allowance of 500 litres of potable water per head of population per day plus a reasonably sufficient quantity of potable and non-potable water for public and community parks, gardens and recreational uses) and after having made due allowance for the use of recycled water wherever reasonably practical or economic to do so. If the Company and the Minister are unable to agree within two months of first conferring, the question of the base quantity shall be referred to arbitration pursuant to Clause 49.

(c) In the event that the Company supplies or causes to be supplied water to the Municipality in excess of the base quantity (which the Company shall not be under any obligation to do), the unit rate payable by the Municipality in respect of such excess shall be the actual cost to the Company or an associated company of supplying such excess and shall include that proportion of costs, which bears the same ratio to the total actual cost as the amount of such excess during an accounting period referred to in Clause 13(21)(e)(i) bears to the total amount of water supplied to the Municipality and the minesite during such period, of—

(i) the charges (if any) incurred in acquiring the water;

(ii) depreciation calculated on the straight line method over 20 years;

(iii) return on capital calculated on the then depreciated value at a rate obtained by applying a factor of 1.5 to the Commonwealth of Australia Bond Rate;

(iv) allowance for pumping, evaporation and other losses; and

(v) all costs and expenses of an operating or maintenance nature, including administrative overheads and salary and wages on-costs.

(d) In the event that the Company provides or causes to be provided the base quantity or any water in excess of the base quantity to the Municipality from more than one source, it shall install, maintain and operate such meters and other equipment as may be necessary to calculate the appropriate charges under Clause 13(21)(c)(i).

(e) —

(i) The Company, in respect of the quarters ending on the last days of March, June, September and December (or such other periods, having regard to the accounting practices of the Company or of any Manager, as may from time to time be agreed by the Minister and the Company), shall forward to the Municipality an account for water delivered to it during each quarter (or other period) pursuant to Clause 13(19), and such account shall be payable by the Municipality within 30 days of its receipt.

(ii) If, at the time of preparation of the account referred to in Clause 13(21)(e)(i), the Company is unable to calculate the charges under Clause 13(21)(a) on the basis of actual costs and charges, it shall calculate those charges on the basis of estimates, and within 60 days of the Company becoming aware of actual costs and charges in respect of which estimates have been made, it shall determine the actual charges under Clause 13(21)(a) and forward a statement of those charges to the Municipality, whereupon the following amounts shall be payable—

A. where the estimate of charges exceeds the actual charge, the difference shall be forthwith paid by the Company to the Municipality;

B. where the estimate of charges is less than the actual charge, the difference shall be forthwith paid by the Municipality to the Company.

(22) The charges (including stepped charges) to be levied for the supply of potable water and the provision of sewerage services shall be determined by the Municipality, provided that the charges to be levied shall be such that each consumer shall be entitled to a quantity of water to be agreed by the Company and the Minister at a price not exceeding the rate payable by the Municipality pursuant to Clause 13(21)(a) plus 30% (or such other percentage as may be agreed (failure to so agree shall not be subject to arbitration) between the Municipality and the Company) of such rate, and in the performance of its functions under Clause 13(20) the Municipality may operate at a profit and shall not operate, as far as is reasonably practicable, at a loss, provided, however, that nothing in this Clause 13(22) shall be construed as preventing the Municipality from making reasonable financial provision to meet the costs of future maintenance or replacement. Any profit earned or derived by the Municipality from the charges (including stepped charges) levied on consumers for the supply of potable water and the provision of sewerage services shall be revenue of the Municipality for the financial year in which any such moneys are paid and shall only be used for proper purposes of the Municipality in accordance with this Indenture.

(22A) The Municipality shall, as far as is reasonably practicable, encourage its consumers to observe and implement sound water conservation principles and practices and generally to use water resources efficiently.

(23) The obligations of the Company to construct the Storage Facilities pursuant to Clause 13(2) and to deliver the base quantity to the Municipality pursuant to Clause 13(19) shall, in respect of the base quantity, be limited to ensuring the supply of such requirements as are appropriate to the scale of the Company's operations from time to time with a maximum obligation appropriate to a level of production at the minesite of 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products.

(24) All of the potable water supply and sewerage facilities that are to be, or are, operated—

(a) by the Municipality in the performance of its functions under Clause 13(20); or

(b) by the Company for the purpose of performing its obligations under Clause 13(21), to the extent that those facilities interface with facilities within the ambit of paragraph (a) and are located within the Townsite Land,

are to be constructed and maintained to standards normally adopted by SA Water, and the quality of the water supplied to the Municipality shall be to standards reasonably acceptable to the South Australian Department of Health.

(25) Except where expressly necessary for the purpose of implementing this Clause 13, the provisions of the NRM Act relating to water (and supporting provisions) shall apply to all work undertaken pursuant to this Clause.

(26) The State shall recommend to the Governor of the State that every well in a designated area, not already prescribed under the NRM Act, be declared a prescribed well pursuant to the NRM Act.

(27) If it becomes necessary or desirable to prevent or reduce the wastage of water for the purpose of preserving or protecting any water source used or proposed to be used by the Company or an associated company, the State shall—

(a) recommend to the Governor of the State that any watercourse, lake, well or part of the State, not already prescribed under the NRM Act, be declared to be a prescribed watercourse, lake or well or a surface water area (as applicable) pursuant to the NRM Act; and

(b) take such other action as may be necessary or desirable to prevent or reduce such wastage of water.

(28) It is agreed by the parties that the right of the Company to obtain a Special Water Licence pursuant to this Clause 13 is not limited by Clause 9(1).

(29) The Company may take water, pursuant to a Special Water Licence, contrary to the provisions of any water plan that applies in relation to the water taken pursuant to that Special Water Licence.

14. ROADS

(1) The Company shall—

(a) be responsible for the provision of finance for, and the construction and maintenance of, all private roads required for any Project;

(b) have the right, at any time, to exclude from using such private roads, or any part of them, any or all persons and vehicles, and, at its cost, to make such provision (including, if necessary, the erection of physical barriers) to exclude persons and vehicles from using such private roads, or any part of them, as the Company requires; and

(c) ensure that all such private roads are designed, constructed, maintained and operated to appropriate safety standards, having regard to the nature and extent of their intended and actual use.

(1A) Private Roads—In furtherance of the rights conferred on the Company by Clause 14(1) and the other rights and obligations of the parties under this Indenture (but without in any way limiting or detracting from any of those rights or obligations)—

(a) to facilitate the conduct of its operations under this Indenture, the Company or an associated company may, at any time and from time to time, construct, maintain and operate private roads (including, to avoid doubt, the Borefield Road Realignment before it is dedicated as a public road), including borrow pits and all other works properly ancillary to such roads ("Road Infrastructure");

(b) the route or location of any Road Infrastructure (including corridor and site coordinates), to the extent that the Road Infrastructure is to be constructed on land for which the Company requires the grant of tenure under this Indenture, shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some corridor or site within the routes or locations contemplated by the development authorisation for the relevant Road Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(1B) —

(a) In constructing a private road, the Company shall make appropriate provision, with the consent of the Minister (which shall not be unreasonably withheld), for existing infrastructure (including roads and telecommunication lines) that intersects or is otherwise affected by the private road. All infrastructure required for this purpose shall be constructed by the Company at its cost and to the usual standards applying in South Australia for the construction of such infrastructure.

(b) Notwithstanding section 70(3) of the Crown Land Management Act 2009, a road that the Company has constructed on land owned or occupied by the Company or an associated company shall not be taken to be a public road by reason only that it is shown as a road, street or thoroughfare in a public map.

(c) A lease referred to in Clause 14(1A)(c) shall be in the form, or substantially in the form, of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(i) the tenant is permitted to conduct its operations and all necessary activities;

(ii) the yearly rent is $1.00;

(iii) the term is conterminous with the period of SML1;

(iv) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(v) the tenant may exclude any third party from the leased land if required for the tenant to conduct its operations and necessary activities.

(1C) Vehicles used for the Company's operations under this Indenture shall be—

(a) permitted to drive on and cross any road or part of a road on a Special Mining Lease during any period when the public are not permitted to have access to the road or part of a road; and

(b) exempt from any requirement to be insured or registered while being driven on or crossing a road or part of a road on a Special Mining Lease during any period when the public are not permitted to have access to the road or part of a road and provided that the owner of the vehicle holds public liability insurance in relation to death or bodily injury arising out of the use of the vehicle of at least $20,000,000 at the time (or such greater amount as the Minister may from time to time specify, up to an amount at the time equal to $20,000,000 adjusted by a factor that represents double the increase in CPI from September 2011),

notwithstanding any provision of the Road Traffic Act 1961 or the Motor Vehicles Act 1959.

(2) Borefield Road—

(a) The Company may permanently close to the public, or any section of the public—

(i) the section of the existing Borefield Road (as at the Variation Date) that is located on SML1, once it has constructed a new road that connects the Borefield Road north of SML1 with the Andamooka Road or other alternative road alignment approved by the Minister (acting reasonably) (in this Clause 14, the "Borefield Road Realignment") and the Borefield Road Realignment is available for use;

(ii) any part of the section of the existing Borefield Road (as at the Variation Date) that is located on SML1, once it has constructed alternative road pavement for that part as near as practicable to that part and the alternative road pavement is available for use; and

(iii) any section of the Borefield Road Realignment that is located on SML1, once it has constructed alternative road pavement (on a route that avoids SML1) for that section and the alternative road pavement is available for use,

provided that the new road or alternative pavement, as the case may be, meets the usual standards prevailing in South Australia in respect of roads of a comparable nature at the time. The Company may not otherwise permanently close any section of the existing Borefield Road (as at the Variation Date), or the Borefield Road Realignment, or other road pavement, once it becomes part of the Borefield Road, that is located on SML1, or any part of it, to the public, or a section of the public.

(b) Without limiting Clause 14(3), the Company may (and may only) temporarily close any section of the Borefield Road (other than any part of the Borefield Road Realignment after it is dedicated as a public road) on SML1, or any part of it, to the public, or any section of the public, provided that—

(i) the Company shall use all reasonable endeavours to minimise waiting times for motorists;

(ii) no motorist may be required to wait for more than one hour; and

(iii) the road may not be closed for more than 12 hours in any period of 24 hours.

(c) In furtherance of the rights conferred on the Company by Clause 14(1) and other rights and obligations of the parties under this Indenture (but without in any way limiting or derogating from any of those rights or obligations), the Company may construct and, until it is dedicated as a public road, operate and maintain the Borefield Road Realignment and any other alternative road pavement constructed in accordance with Clause 14(2)(a).

(d) The alignment and design of the Borefield Road Realignment and any alternative pavement constructed in accordance with Clause 14(2)(a)(iii) (including the width of the roadway and access corridor, pavement, shoulder and gradient design, and provision for intersecting infrastructure) are subject to the approval of the Minister, but the Minister may not unreasonably withhold his approval and shall approve—

(i) some alignment along the route contemplated by a development authorisation for the relevant road and considered in the applicable environmental impact statement, public environmental report or development report; and

(ii) a design that will meet the usual standards prevailing in South Australia in respect of roads of a comparable nature at the time.

(e) On the completion of the Borefield Road Realignment or any alternative road pavement constructed in accordance with Clause 14(2)(a)(iii), in accordance with the standards required in Clause 14(2)(d)(ii), the Minister shall give his consent to the dedication of the Borefield Road Realignment or alternative road pavement as a public road under Clause 14(8), and the Company shall then immediately so dedicate the Borefield Road Realignment or alternative road pavement.

(f) This Clause 14(2) has effect despite anything to the contrary in any prior agreement between the Company and the State or any of its agencies or instrumentalities relating to the existing Borefield Road (as at the Variation Date) and—

(i) a purported revocation or suspension of any licence granted by the Company to the State or any of its agencies or instrumentalities under any such agreement in respect of the section of the existing Borefield Road (as at the Variation Date) that is located on SML1 that would have the effect of permanently or temporarily closing that section of the Borefield Road, or any part of it, to the public, or a section of the public, in contravention of this Clause 14, has no effect; and

(ii) subject to complying with the requirements of Clause 14(2)(a), the Company shall be entitled to permanently close any section of the existing Borefield Road (as at the Variation Date), or the Borefield Road Realignment, located on SML1.

(3) Public Roads—

(a) The Company may—

(i) temporarily or, following notice to the Minister, permanently close to the public, or a section of the public, the whole or any part of any public road on SML1 (other than the Borefield Road or the Borefield Road Realignment) at any time and for any reason related to its operations under this Indenture; and

(ii) temporarily close to the public, or a section of the public, the whole or any part of any public road if and to the extent the closure is necessary to facilitate the conduct of the Company's operations under this Indenture, but only with the prior written approval of the Minister (acting reasonably) and in accordance with any reasonable conditions the Minister attaches to that approval.

(b) No right under a Special Mining Lease may be exercised on a public road without the prior written consent of the Minister (which shall not be unreasonably withheld) and which may be given subject to reasonable conditions. However, this Clause 14(3)(b) does not apply in relation to SML1 except in relation to any section of the Borefield Road Realignment located on SML1 until that section is closed in accordance with Clause 14(2)(a)(iii).

(4) Maintenance of Public Roads—The Municipality shall maintain or cause to be maintained the public roads within the area of the Municipality, and the State shall maintain or cause to be maintained the Pimba Road and all roads dedicated as public roads under Clause 14(8) which are not within the area of the Municipality, to a standard similar to comparable public roads in South Australia which bear comparable traffic loads.

(5) The Company shall not be or be deemed to be liable for the maintenance or repair of any road except private roads, which the Company has an obligation to maintain pursuant to Clause 14(1)(a), provided that this Clause 14(5) will not limit any liability the Company may have at law to pay compensation to the State for damage or injury caused to any portion of a road.

(6) Any contribution made by the Company or an associated company to the State for the upgrading of any public road by the Company or an associated company shall not be construed as an admission of responsibility for road maintenance under this Indenture or otherwise.

(7) The Company or an associated company shall, with the consent of the Minister (which shall not be unreasonably withheld), have the right at its cost to upgrade (whether by way of widening, surfacing, resurfacing, sealing, re-sealing or otherwise) any public road for the purposes of its operations. The standard of upgrading shall be that appropriate to the Company's requirements, provided that the Company and the Minister may agree a higher standard, in which case the additional cost involved shall be borne by the State.

(8) The Company may, at any time and from time to time, with the consent of the Municipality in respect of a private road which is within the area of the Municipality and with the consent of the Minister in respect of any other private road (neither consent to be unreasonably withheld or subject to arbitration pursuant to Clause 49), dedicate any private road as a public road, whereupon Clause 14(4) shall apply to the road, provided always that the road meets the usual standards prevailing in South Australia in respect of roads of a comparable nature at the time of such dedication.

(9) Notwithstanding Clause 30, the State may, after consultation with the Company, compulsorily acquire from the Company or an associated company such land as is necessary to construct a public road across or over a private road owned by the Company or an associated company, provided always that any compensation payable in respect of any such acquisition shall include any costs incurred by the Company or an associated company in constructing or otherwise providing for any necessary grade separation.

14A. WORKERS' VILLAGE

(1) In furtherance of the rights conferred on the Company under this Indenture and the other rights and obligations of the parties under this Indenture (but without in any way limiting or detracting from any of those rights or obligations), and to facilitate the conduct of the Company's operations—

(a) the Company or an associated company may construct, operate and maintain—

(i) accommodation facilities to provide for the needs of non-residents who are employed by or on behalf of the Company ("Workers' Village"); and

(ii) roads (both within, and to, the Workers' Village), water pumping stations and transmission pipes, sewerage and effluent pumping stations and transmission pipes, power transmission and switching facilities, telecommunications facilities and transmission lines, and all other infrastructure properly ancillary to accommodation facilities,

(collectively, "Workers' Village Infrastructure");

(b) the location or route of any Workers' Village Infrastructure (including site and corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor (as applicable) within the locations or routes contemplated by the development authorisation for the relevant Worker's Village Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(c) the State shall, at the request of the Company, grant to the Company or an associated company, as the Company may nominate to the Minister, (or procure the grant of), over the relevant approved site or location, leases for the Workers' Village Infrastructure.

(2) A lease referred to in Clause 14A(1)(c) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(a) the tenant is permitted to conduct its operations and all necessary activities;

(b) the yearly rent is $1.00;

(d) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(e) the tenant may exclude any third party from the leased land if required for the tenant to conduct its operations and necessary activities.

15. AIRSTRIP AND RELATED FACILITIES

(1) The Company or an associated company may, and if appropriate and the Minister so consents (which consent shall not be unreasonably withheld), in conjunction with the Municipality, construct or cause to be constructed a sealed airstrip and related facilities to facilitate the Company's operations.

(2) At the request of the Company, the State shall grant (or procure the grant) to the Company or to an associated company or to the Municipality, as the Company may nominate to the Minister, at no cost to the Company other than as provided in Clause 31, the fee simple estate of the land delineated as the airstrip and related facilities as agreed by the Company and the Minister and shall grant (or procure the grant of), at no cost to the Company, such associated company or the Municipality, any easements and rights which the Company may reasonably request for the full enjoyment of the land for the purpose of the construction, maintenance and operation of an airstrip and related facilities. The grant of the fee simple estate shall be made free and clear of all easements of any nature or kind, other than as may have been previously advised in writing to the Company by the State and expressly agreed by the Company or as shall have been requested of the State by the Company, and shall be made free and clear of all liens, charges and encumbrances.

(2A) In furtherance of the rights conferred on the Company under Clauses 15(1) and 15(2) and the other rights and obligations of the parties under this Indenture (but without in any way limiting or detracting from any of those rights or obligations) and to facilitate the conduct of the Company's operations—

(a) the Company or an associated company may construct, operate and maintain a new airport, comprising a sealed airstrip and related facilities to replace the existing airstrip and related facilities ("Airport Infrastructure");

(b) the location of any Airport Infrastructure (including site and corridor coordinates) shall be subject to the approval of the Minister but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by the development authorisation for the relevant Airport Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(2B) The lease referred to in Clause 15(2A)(c) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(a) the tenant is permitted to conduct its operations and all necessary activities;

(b) the yearly rent is $1.00;

(d) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(e) the tenant may exclude any third party from the premises the subject of the lease if required for the tenant to conduct its operations and necessary activities.

(2C) If requested by the Company and upon the surrender by the Company or associated company of the lease referred to in Clause 15(2A)(c), the State shall grant (or procure the grant of) a fee simple estate in the land comprising the lease to the Company or an associated company in the manner provided for in Clause 15(2). To avoid doubt, the Company is not required to pay any amount under Clause 31(2) in relation to the grant.

(3) The Company shall, as and when required by the State, surrender or cause to be surrendered to the State (which surrender shall be accepted) that part or parts of any exploration licences, retention leases, miscellaneous purposes licences, extractive minerals leases or other tenements whatsoever (if any) as shall be necessary to enable the State to comply with its obligations under Clauses 15(2) and 15(2C).

16. RAILWAY FACILITIES

(1) The Company shall consult with the appropriate authorities for the provision, maintenance and operation of such railways, sidings, shunting loops, spurs and other connections as are required for its operations, and the provision and maintenance of loading and unloading facilities sufficient to meet train operating requirements and terminal equipment (including weighing devices and communications systems) together with a staff adequate to ensure the proper operation of those facilities and that equipment, and when appropriate and from time to time shall inform the State of its anticipated railway requirements.

(2) At the request of the Company, the State, in respect of any land owned by it or resumed pursuant to Clause 31, shall grant to the Company or to an associated company or third party as the Company may nominate to the Minister (or procure the grant of), or assist the Company or such associated company or third party to obtain, at no cost to the Company other than as provided in Clause 31, such fee simple estates in land and leases, licences, easements and rights, free of any liens, charges or other encumbrances, which the Company may reasonably require for its operations as contemplated by Clause 16(1).

(2A) In furtherance of the rights conferred on the Company under Clauses 16(1) and 16(2) and the other rights and obligations of the parties under this Indenture (but without in any way limiting or detracting from any of those rights or obligations)—

(a) the Company or an associated Company may construct, operate and maintain—

(i) a railway connecting the minesite with the interstate rail network at or near Pimba, and including sidings, loading and unloading facilities, terminal equipment and other facilities properly ancillary to a railway branch line, as may be required for the Company's operations ("Railway Infrastructure"); and

(ii) an intermodal road/rail facility near or adjacent to the interstate rail network at or near Pimba, including, without limitation, to transfer loads between rail and trucks and to store and laydown certain materials, and other facilities properly ancillary to the intermodal facility, as may be required for the Company's operations ("Pimba Intermodal Facility"),

provided that the Company (or associated company) shall not have a right under this Clause 16(2A)(a) to connect to the interstate rail network without the consent of the operator of the network;

(b) the route and location of any Railway Infrastructure or the Pimba Intermodal Facility (including site and corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by the development authorisation for the relevant Railway Infrastructure or Pimba Intermodal Facility and considered in the applicable environmental impact statement, public environmental report or development report; and

(c) the State shall, at the request of the Company, except in respect of land granted to or under the control of the Commonwealth, grant to the Company or to an associated company (or procure the grant of)—

(i) over the relevant approved site or corridor, leases for Railway Infrastructure and the Pimba Intermodal Facility (collectively "Rail Land"); and

(ii) any easements and other rights which the Company may reasonably request for the full enjoyment of the Rail Land.

(2B) To the extent that the Railway Infrastructure or Pimba Intermodal Facility traverses land granted to or under the control of the Commonwealth, if that land ceases to be granted to or under the control of the Commonwealth, the State shall pursuant to Clause 16(2A)(c) grant to the Company or to an associated company or third party, as the Company may nominate to the Minister, a lease.

(2C) —

(a) A lease referred to in Clause 16(2A)(c)(i) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(i) the tenant is permitted to conduct its operations and all necessary activities;

(ii) the yearly rent is $1.00;

(iii) the term is conterminous with the period of SML1;

(iv) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(v) the tenant may exclude any third party from the leased land if required by the tenant to conduct its operations and necessary activities.

(b) Easements referred to in Clause 16(2A)(c)(ii) shall be permanent (subject to Clause 42 of this Indenture) and shall include a right for the Company or associated company to exclude third parties from the land the subject of the easement where it is reasonably required for the purposes of its operations under this Indenture including, without limitation, for construction, operation and maintenance purposes, and produced in the appropriate form, with such modifications as necessary, to enable the registration of the easement as applicable at the relevant State registry, and shall otherwise be in the form, or substantially in the form, set out in the Tenth Schedule (or as otherwise agreed by the Company and the Minister).

(2D) —

(a) The Company or associated company shall design, construct, operate, maintain, repair and test the railway in accordance with the Rail Safety Act 2007 and (subject to Clause 16(5)) the Railways (Operations and Access) Act 1997.

(b) In constructing a railway, the Company or associated company shall make appropriate provision, with the consent of the Minister (which shall not be unreasonably withheld), for existing infrastructure (including roads and telecommunication lines) that intersects or is otherwise affected by the railway. All infrastructure required for this purpose shall be constructed by the Company or associated company at its cost and to the usual standards applying in South Australia for the construction of such infrastructure.

(3) In the event that any rate, charge, levy or impost is or becomes payable by the Company or by an associated company or third party to the State for or in connection with the provision, availability or use of all or any of the things referred to in Clause 16(1), the State shall ensure that any such rate, charge, levy or impost is calculated on the same basis as that payable by other users generally of such services and includes all allowances, discounts and subsidies as may from time to time be granted or given to such other users.

(4) Part 2 of the Railways (Operations and Access) Act 1997 shall apply in relation to the railway constructed or to be constructed under Clause 16(2A), and the State agrees that it shall not exclude that railway from the application of Part 2.

(5) Parts 3 to 8 (inclusive) of the Railways (Operations and Access) Act 1997 shall not apply to the railway constructed or to be constructed under this Clause 16.

17. PORT

(1) The Company shall from time to time review with the Minister the technical, logistical and economic feasibility of using existing ports and facilities within South Australia for the purposes of any Project.

(2) Subject always to the agreement of the relevant port operator, if the Company determines to utilize the facilities of a port or ports within the State for the purpose of its operations, the Company, subject to Clause 17(5) and in a manner agreed by the Company, the Minister and the port operator, shall provide any additional facilities required at the port or ports to facilitate the conduct of its operations.

(3) Intentionally Omitted

(4) Intentionally Omitted

(5) At the request of the Company, the State, in respect of any land owned by it or resumed pursuant to Clause 31, shall grant to the Company or to an associated company, as the Company may nominate to the Minister, (or procure the grant of) or assist the Company or associated company to obtain, at no cost to the Company other than as provided in Clause 31, such leases, licences, easements and rights, free of any liens, charges or other encumbrances, which the Company may reasonably require for the performance of its obligations under Clause 17(2).

(6) Intentionally omitted

(7) In furtherance of the rights conferred by the Company by Clauses 17(2) and 17(5) and the other rights and obligations of the parties under this Indenture (but without in any way detracting from those rights and obligations) and to facilitate the conduct of the Company's operations—

(a) the Company or an associated company may, as an alternative to using an existing port, construct, operate and maintain a landing facility, including, without limitation, moorings, wharfs, jetties, landing places, berthing, loading and off-loading facilities, laydown areas, storage facilities, roads and other facilities properly ancillary to the landing facility ("Landing Facilities");

(b) the location or route of Landing Facilities (including site and corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by the development authorisation for the relevant Landing Facilities and considered in the applicable environmental impact statement, public environmental report or development report; and

(c) the State shall, at the request of the Company, grant to the Company or to an associated company, as the Company may nominate to the Minister, (or procure the grant of), over the relevant approved site or location, leases for the Landing Facilities (including for an access corridor from the Landing Facilities to a pre-assembly yard on the north-western outskirts of Port Augusta or other location).

(8) A lease referred to in Clause 17(7)(c) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary, to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(a) the tenant is permitted to conduct its operations and all necessary activities;

(b) the yearly rent is $1.00;

(d) either party has a right to terminate the lease following decommissioning of the Landing Facilities and completion of the rehabilitation of the site of the Landing Facilities; and

(e) the tenant may exclude any third party from the premises the subject of the lease if required for the tenant to conduct its operations and necessary activities.

(9) To the extent that the access corridor from the Landing Facilities to a pre-assembly yard on the north-western outskirts of Port Augusta traverses land granted to or under the control of the Commonwealth, the State, if that land ceases to be granted to or under the control of the Commonwealth, shall pursuant to Clause 17(7) grant to the Company or to an associated company, as the Company may nominate to the Minister, a lease of that land in accordance with Clause 17(7).

(10) The State shall take all necessary action to constitute, as a "port" for the purposes of the Harbors and Navigation Act 1993 ("Harbors and Navigation Act"), the land and waters reasonably required for the operation of the Landing Facilities, having regard to the nature and extent of the proposed use of the Landing Facilities.

(11) The operation of the port constituted under Clause 17(10) ("Port") shall be undertaken pursuant to a port operating agreement under Part 5 of the Harbors and Navigation Act, entered into between the Minister for the time being responsible for the administration of the Harbors and Navigation Act ("Ports Minister") and the Company or an associated company or a third party, as nominated by the Company (and the Company or associated company or third party, as applicable, is in this Clause 17 called the "Port Operator"), provided that the Port Operator shall have the necessary expertise and resources required under the Harbors and Navigation Act.

(12) The Harbors and Navigation Act and the Harbors and Navigation Regulations 2009 shall apply to the Landing Facilities and to the Port subject to and modified by the following provisions—

(a) if the CEO (as that term is defined in the Harbors and Navigation Act, and referred to in this Clause as "CEO") appoints an officer or employee of any council to be an "authorised person" for the purposes of the Harbors and Navigation Act, that authorised person will not have any powers in respect of the Port, unless the Port Operator consents to those powers;

(b) any costs for any work undertaken by or on behalf of the Ports Minister in relation to the Landing Facilities will be recoverable from the Port Operator only if the Port Operator has consented to that work and to the extent that the costs are reasonable;

(d) the CEO shall not issue to any person a licence for any aquatic activities in the vicinity of the Port which may interfere with access to the Port, except with the consent of the Port Operator, which shall not be unreasonably withheld.

(13) The Ports Minister and the Company (on behalf of itself or the associated company or third party nominated to be the Port Operator) shall negotiate in good faith the port operating agreement referred to in Clause 17(11) ("Port Operating Agreement") on terms and conditions which reflect and have regard to—

(a) the nature of the Landing Facilities as a single user private facility developed solely for the Company's operations and expected to be operated for a limited period of time; and

(b) the location and size of the Port,

and which are in accordance with the following principles, and the requirements of the Harbors and Navigation Act as modified by this Indenture—

(d) the Port Operator shall not be required to provide any services relating to the Port on a commercial basis or be subject to any restriction imposed on the Port Operator under the Maritime Services (Access) Act 2000;

(e) the Port Operator shall permit free and innocent passage of vessels through those parts of the Port waters not affected by the controls over any exclusion zone agreed by the Ports Minister and the Company, except where in the reasonable opinion of the Port Operator such passage would interfere with the operation of the Landing Facilities;

(f) the Port Operating Agreement will continue for the period the Company is permitted to operate the Landing Facilities pursuant to the applicable development authorisation ("Term") and the Ports Minister may not terminate or cancel the Port Operating Agreement during the Term unless—

(i) the Port Operator has been given a reasonable period to remedy any breach of the Port Operating Agreement; and

(ii) where the Port Operator is a person other than the Company and the breach is not remedied within the reasonable period, the Company has been given a reasonable opportunity—

(A) to assume the obligations of the third party under the Port Operating Agreement; or

(B) to nominate another third party which has the necessary expertise and resources to operate the port under a new port operating agreement on substantially the same terms as the Port Operating Agreement being terminated or cancelled;

(g) any environmental management programme or plan required to be produced under the Port Operating Agreement in relation to the Port—

(i) will be consistent with the development authorisation for the Landing Facilities, including any conditions to that authorisation; and

(ii) may be incorporated into the EMP under this Indenture;

(h) the Port Operator shall not be required to undertake any dredging work within the Port, whether for the purpose of ensuring the depth of a channel or otherwise, other than in accordance with the Company's obligations under the environment management programme in relation to the Port, provided that the Port Operator shall ensure, at its cost, that mariners are kept informed in an appropriate manner of changes to depths within the Port;

(i) the Port Operator shall not be required to nominate a person to or actively participate in any national body in relation to pollution of the sea other than in accordance with the development authorisation for the Landing Facilities; and

(j) any fee payable to the Ports Minister or the State by the Port Operator in respect of the provision of government supervision of the operation of the Port will not exceed $10,000 (at September 2011 values) per annum adjusted annually to reflect the increase in CPI.

(14) The State shall make a regulation under the Harbors and Navigation Act to regulate, restrict or prohibit (as agreed by the Minister and the Company, each acting reasonably) the entry of vessels into the Port as necessary to ensure the safe operation of the Port.

(15) A breach of the Port Operating Agreement shall not be a breach of this Indenture.

(16) The access regime prescribed by the Maritime Services (Access) Act 2000 shall not apply to the Port.

(17) To avoid doubt, nothing in this Clause 17 affects the validity or enforceability of a condition of a development authorisation that requires the Landing Facilities to be decommissioned within a specified period.

18. POWER

(1) Intentionally Omitted

(2) Intentionally Omitted

(3) Intentionally Omitted

(3A) Intentionally Omitted

(4) The Company or an associated company may in its discretion from time to time construct switching yard facilities at locations designated by it after consultation with the State (which switching yard facilities are in this Clause 18 referred to as "Switching Facilities"). Switching Facilities shall be and remain the property of the Company or an associated company and may be constructed in several stages and shall be such as to ensure that the mine and town power requirements can be supplied through such spur or feeder lines as may be appropriate.

(5) Intentionally Omitted

(6) Intentionally Omitted

(7) Intentionally Omitted

(8) Intentionally Omitted

(9) The extension of the Power Line from Woomera to Olympic Dam and the Additional Power Line shall be and remain (unless assigned in accordance with this Indenture) the property of the Company, which may at its cost, operate and maintain the same. The Company may, at its cost, enter into contracts with third parties for the performance of those functions.

(10) The Company's Rights—The Company or an associated company shall have the right to install and operate or cause to be installed and operated, without cost to the State, at an appropriate location, equipment and plant to generate, transmit and reticulate electricity for the purposes of the Company's operations.

(11) At the request of the Company, the State shall, in respect of land owned by it or resumed pursuant to Clause 31, grant to the Company or to an associated company, as the Company may nominate to the Minister (or procure the grant of), or assist the Company or such associated company to obtain, at no cost to the Company, other than as provided in Clause 31, such fee simple estates in land and leases, licences, easements and other rights, free of any liens, charges or encumbrances, which the Company may reasonably require for the exercise of its rights and obligations under this Clause 18.

(11A) In furtherance of the rights conferred on the Company by Clauses 18(4), 18(10) and 18(11) and the other rights and obligations of the parties under this Indenture, (but without in any way limiting or detracting from any of those rights or obligations)—

(a) the Company or an associated company may construct, operate and maintain, as the Company or associated company may require for its operations—

(i) an additional 275kV power transmission line from Port Augusta to Olympic Dam;

(ii) a combined cycle gas turbine power station or other generating unit or units on or near SML1;

(iii) an additional 132kV power transmission line from the Cultana substation to the seawater desalination plant constructed or to be constructed under Clause 13(17A);

(iv) additional substations (as required) to supply pumping stations for water pipelines (including the pipeline constructed or to be constructed under Clause 13(17A));

(v) cogeneration power plants on SML1; and

(vi) any appurtenant works and ancillary infrastructure including, without limitation, any transformers, substations and electrical installations,

(collectively, "Power Infrastructure");

(b) the location or route of any Power Infrastructure (including site or corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by the development authorisation for the relevant Power Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(i) leases for any power stations, substations and appurtenant works part of Power Infrastructure; and

(ii) easements for power transmission lines, substations and any appurtenant works and ancillary infrastructure part of Power Infrastructure.

(11B) —

(a) A lease referred to in Clause 18(11A)(c)(i) shall be in the form or substantially in the form of the Ninth Schedule (or as otherwise agreed by the Company and the Minister) and produced in the appropriate form, with such modifications as necessary to enable the registration of the lease at the relevant State registry and otherwise upon the following terms and conditions—

(i) the tenant is permitted to conduct its operations and all necessary activities;

(ii) the yearly rent is $1.00;

(iii) the term is conterminous with the period of SML1;

(iv) provision for automatic renewal for the duration of any extension of the term of a Special Mining Lease (so that it does not terminate before all Special Mining Leases have terminated); and

(v) the tenant may exclude any third party from the leased land if required for the tenant to conduct its operations and necessary activities.

(b) Easements referred to in Clause 18(11A)(c)(ii) shall be permanent (subject to Clause 42 of this Indenture) and shall include a right for the Company or associated company to exclude third parties from the land the subject of the easement where it is reasonably required for the purposes of its operations under this Indenture including, without limitation, for construction, operation and maintenance purposes, and produced in the appropriate form, with such modifications as necessary, to enable the registration of the easement as applicable at the relevant State registry, and shall otherwise be in the form, or substantially in the form, set out in the Tenth Schedule (or as otherwise agreed by the Company and the Minister).

(12) Intentionally Omitted

(13) Subject to the provisions of this Indenture (and, in particular, Clauses 18(11) and 18(17)), the supply of electricity to the authority charged with the supply of electricity within the town (which shall be the Municipality or such other authority as the Company may agree and which is in this Clause 18 referred to as the "power distribution authority") shall be the obligation of the Company, which obligation shall commence upon completion of the necessary works and shall be discharged by supply to such authority at the outgoing side of a three phase set of insulators attached to a slack span connected between the first tower in the relevant spur or feeder line and the Switching Facilities.

(13A) Any time after a supply of electricity (either from a supplier or retailer, other than directly from the Company) becomes available to the power distribution authority or otherwise to consumers in the town, the Company may with the agreement of the Minister (in his absolute discretion) terminate the Company's obligation to supply electricity to the power distribution authority pursuant to Clauses 18(13) and 18(17) and Clauses 18(13) and 18(17) shall cease to have any force and effect.

(14) Intentionally Omitted

(15) Intentionally Omitted

(16) The power distribution authority shall not, in respect of electricity supplied by such authority to consumers within the town, charge tariffs which exceed the relevant tariffs from time to time generally charged to consumers of the same class within the metropolitan area of Adelaide plus ten per centum (10%) unless otherwise agreed by the Company and the Minister.

(17) —

(a) The Company shall, in respect of electricity supplied by it to the power distribution authority pursuant to Clause 18(13), charge a rate which shall be assessed on the following principles—

(i) the power distribution authority shall run at neither a profit nor a loss, provided, however, that nothing in this Clause 18 shall be construed as preventing the power distribution authority from making reasonable financial provision to meet the costs of future maintenance or replacement;

(ii) the power distribution authority shall properly maintain and service its plant and equipment, and shall be properly able to administer its undertaking and provide electricity in accordance with the terms of this Clause; and

(iii) the rate charged shall be such that the power distribution authority will be able to supply electricity to consumers at the tariffs specified in Clause 18(16).

(b) In the event that the Company provides the town power requirements from more than one source, the Company shall install, maintain and operate such meters and other equipment as may be necessary.

(c) The Company, in respect of the quarters ending on the last days of March, June, September and December (or such other periods, having regard to the accounting practices of the Company or of any Manager, as may from time to time be agreed by the Minister and the Company), shall forward to the power distribution authority an account for electricity supplied to it during each quarter (or other period) pursuant to Clause 18(13), and such account shall be paid by the power distribution authority within 30 days of its receipt.

(d) This Clause 18(17) has effect only for so long as the Municipality is the power distribution authority.

(18) The right of the Company to construct the Switching Facilities pursuant to Clause 18(4) and the obligation to supply electricity to the power distribution authority pursuant to Clause 18(13) shall, in respect of the town power requirements, be limited to ensure the supply of such requirements as is appropriate to the scale of the Company's operations from time to time with a maximum obligation appropriate to a level of production at the minesite of 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products.

(19) Intentionally Omitted

(20) Intentionally Omitted

(21) Intentionally Omitted

(21A) Intentionally Omitted

(22) Intentionally Omitted .

(23) It is acknowledged that the Company intends (without obligation under this Indenture)—

(a) to comply with any applicable National Electricity Rules; and

(b) to design all treatment facilities and associated electricity infrastructure required for the purposes of its operations under this Indenture so as to facilitate compliance with the applicable requirements of rule 4.3.5 (as amended or substituted from time to time) of the National Electricity Rules.

(24) The Company's mine or mines and any of its processing plants or infrastructure shall, at all times, be subject to load shedding of electricity supply as follows—

(a) the Company's electricity load associated with its open cut operations and electric shovels shall be available for inclusion as part of rotational load shedding under guidelines to be agreed between the Minister and the Company;

(b) the Company's electricity load associated with infrastructure for surface processing plants and its underground mine shall be exempt (to the extent not prohibited by the National Electricity Rules at the relevant time) from rotational load shedding and shall not be included on the rotational load shedding schedule under rule 4.3.2(f)(2) (as amended or substituted from time to time) of the National Electricity Rules; and

(c) emergency and under-frequency load shedding shall be dealt with outside of the Indenture and in accordance with the National Electricity Rules at the relevant time.

19. SPECIAL MINING LEASES

(1) The property in minerals contained in the land the subject of any Special Mining Lease shall pass to the holders of such Special Mining Lease at the time the mineralised rock is brought to the surface notwithstanding that royalties in respect of the minerals contained in that rock shall not have then been paid.

(1A) Variation of SML1—The parties have agreed to vary SML1, on and from the Variation Date, including to extend the period for which it operates.

(1B) Expansion of SML1—

(a) At any time, and from time to time, during the term of this Indenture, the holder of SML1 may apply to the Minister to incorporate any area that is part of the Olympic Dam Area into SML1.

(b) If an application is made under Clause 19(1B)(a), the State shall cause the land the subject of the application to be incorporated into SML1, and the State and the applicant shall ensure that Schedule 1 to SML1 is modified as necessary to incorporate the added land (but no other amendments shall be required to the terms of SML1). To avoid doubt, Clause 56 of this Indenture does not apply to any modifications required by this Clause 19(1B).

(c) Contemporaneously with the incorporation of land into SML1 under Clause 19(1B)(b), the holder of any exploration licence relating to the land shall surrender the whole or part (as the case may require) of the exploration licence in respect of the land to be incorporated into SML1 (which surrender shall be accepted by the State).

(d) The provisions of this Clause 19(1B) shall not operate so as to require the State to cause land to be incorporated into SML1 until all processes necessary under the Native Title Act 1993 (Commonwealth) to enable the land to be incorporated have been completed. The Company acknowledges it is primarily responsible to ensure that any procedural requirements of the Native Title Act 1993 (Commonwealth) are met, but the State must co-operate with the Company and use best endeavours to facilitate the expeditious completion of any such processes.

(e) Other than in accordance with this Clause 19(1B), or with the prior written consent of the Company, the State may not grant to any person—

(i) any estate, lease, licence, easement or other interest in land; or

(ii) any licence, lease, permit or other tenement or right of any kind under the Mining Act, the Opal Mining Act 1995 or the Petroleum and Geothermal Energy Act 2000 (but excluding any licence, tenement or right under the Mining Act or the Petroleum and Geothermal Energy Act 2000 which derives from a licence, tenement or right under the relevant Act which existed on the Variation Date),

over any land within the Olympic Dam Area.

(f) If—

(i) any land the subject of an application under Clause 19(1B)(a) is subject to a fee simple estate (or any other proprietary right or interest) existing on the Variation Date;

(ii) to enable the State to incorporate that land into SML1 in accordance with Clause 19(1B)(b), the State needs to acquire the relevant estate, right or interest; and

(iii) the Company has used its best endeavours (on a commercial basis) either to acquire the relevant estate, right or interest directly or to secure its surrender to the State for that purpose (including, in either case, by offering to compensate the holder on reasonable commercial grounds),

the State shall acquire the relevant estate, right or interest needed (including by compulsory acquisition if required).

(g) Where the conditions set out in Clause 19(1B)(f) are satisfied in respect of any estate, right or interest so that Clause 19(1B)(f) applies to it, the State shall not be obliged to compulsorily acquire the estate, right or interest under any other provision of this Indenture.

(h) The Company shall reimburse to the State reasonable compensation previously agreed with the Company and paid by the State in respect of an estate, right or interest acquired pursuant to Clause 19(1B)(f) or the amount determined by a court as compensation in respect of the acquisition of the estate, right or interest (including reasonable costs of the State).

(2) —

(a) Intentionally Omitted

(b) During the eighth last year of the period of a Special Mining Lease (as extended from time to time), the holders of such Special Mining Lease shall calculate the expected life of the mine or mines within such Special Mining Lease on the basis of then measured, indicated and inferred reserves and then current and proposed production rates. If the expected life of such mine or mines is—

(i) greater than 40 years, the Special Mining Lease, at the expiration of the then current period, shall be automatically extended for a further period of 50 years; or

(ii) less than 40 years, the Special Mining Lease, at the expiration of the then current period, shall be automatically extended for the period of such expected life plus 10 years,

unless, in either case, the holders, by notice given to the Minister not less than one year prior to the expiry of such initial or extended period, advise that they do not require the Special Mining Lease to be so extended.

(c) The conditions to apply during any extended period of a Special Mining Lease (other than conditions relating to the term, rent and royalty rate) may be reviewed by the Minister at the commencement of each extended period, and the Minister, subject to Clause 34, may impose such reasonable additional conditions or variations to the existing conditions to apply during such extended period for, without limitation, the purpose of preventing or reducing adverse effects upon the environment of the lands the subject of such Special Mining Lease, provided always that if the holders of such Special Mining Lease consider any such condition, other than a condition relating to safety, to be unreasonable or objectionable, they may refer the question to arbitration pursuant to Clause 49 within 60 days of receipt of advice from the Minister of such condition. Any condition imposed by the Minister under this Clause19 (2)(c) may at any time be cancelled by him and any reference, pursuant to this Clause 19(2)(c), to arbitration, shall not affect the continuance or continuity of the Special Mining Lease.

(3) Conversion of Eligible Exploration Licence—

(a) At any time during the term of this Indenture (if the Eligible Exploration Licence is held by the Company or BHP Billiton Nickel West or an associated company at the time), the Company may apply to the Minister for a Special Mining Lease for all minerals over—

(i) the whole or any part of the area of the Eligible Exploration Licence that is within the Additional Olympic Dam Area; and

(ii) any additional area or areas as may be reasonably necessary for surface facilities,

as may be specified in the application.

(b) An application under Clause 19(3)(a) shall be made within six months after the giving of a Project Notice in relation to a Subsequent Project to which the proposed Special Mining Lease relates.

(c) Until the proposed Special Mining Lease is granted, the Project Notice referred to in Clause 19(3)(b) will not create any obligations.

(d) The State shall, on application under Clause 19(3)(a), cause to be granted to the Company or to an associated company, as the Company may nominate to the Minister, a Special Mining Lease over the land specified in the application (notwithstanding that the survey in respect of the area may not have been completed but subject to such corrections to accord with the survey when completed at the Company's expense) for a term that is equivalent to the unexpired balance of the term of SML1 as extended (or is as otherwise agreed between the Minister and the Company or associated company as the case may require).

(e) Contemporaneously with the grant of a Special Mining Lease under Clause 19(3)(d), the holder of the relevant Eligible Exploration Licence shall surrender the whole or part (as the case may require) of the Eligible Exploration Licence in respect of the land to be comprised in the Special Mining Lease (which surrender shall be accepted by the State).

(f) A Special Mining Lease granted in accordance with Clause 19(3)(d) shall be granted in the form or substantially in the form set out in the Second Schedule, except that the Minister may make amendments to the form of the Special Mining Lease only as are necessary to enable the grant of the Special Mining Lease or to accommodate any operational requirements for the relevant Project or material circumstances which differ between SML1 and the Special Mining Lease granted under Clause 19(3)(d) and, in any case, which are not inconsistent with any provision or the intent of this Indenture.

(g) The provisions of this Clause 19(3) shall not operate so as to require the State to grant or vary, or cause to be granted or varied, a Special Mining Lease until all processes necessary under the Native Title Act 1993 (Commonwealth) to enable that grant or variation to proceed have been completed. The Company acknowledges it is primarily responsible to ensure that any procedural requirements of the Native Title Act 1993 (Commonwealth) are met, but the State must co-operate with the Company to facilitate the expeditious completion of any such processes.

(4) Incorporation of Land in SML1—If an application is made under Clause 19(3) by the same entity that then holds SML1, the State may, if so requested by the applicant, instead of granting a new Special Mining Lease, incorporate the land the subject of the application into SML1, and the State and the applicant shall ensure that SML1 is modified as necessary to incorporate such land as may be so added.

(5) Special Mining Lease Rent—The holders of a Special Mining Lease shall, subject to Clause 34, pay rent to the State for all the land the subject of the Special Mining Lease at the annual rate applicable to all mineral leases granted under the Mining Act.

(6) Exclusive Rights of Entry—Subject always to the ratifying Act and to this Indenture, the State shall ensure that the holders of a Special Mining Lease and their agents, servants and invitees shall have exclusive rights of entry upon and occupation of the lands the subject of the Special Mining Lease, provided always that nothing shall prevent or hinder the entry onto such lands by any employee of the State or any instrumentality of the State for the purpose of discharging or carrying out any statutory duty or acting in the proper course of his employment.

(7) The State shall ensure that, during the currency of this Indenture and subject to compliance with the terms and conditions set out in a Special Mining Lease, the holders of the Special Mining Lease shall not be required, with respect to that Special Mining Lease, to comply with the labour conditions and/or expenditure conditions (if any) imposed by or under the Mining Act.

(8) State Use—The State and the holders of a Special Mining Lease may agree upon the use of any portion of the lands comprised in the Special Mining Lease for provision of a public utility crossing of the lands comprised in that Special Mining Lease (including roads, railways, pipelines and transmission lines), provided that such use does not conflict or interfere with the Company's operations or the rights granted under the Special Mining Lease.

(9) Substituted Securities—Where the Company has had registered or recorded in the Mining Register kept under the Mining Act a mortgage, charge or other encumbrance over its interest in the Eligible Exploration Licence, and the land the subject of that licence, on its surrender, becomes incorporated in a Special Mining Lease granted under Clause 19(3), then, provided the consent of the mortgagee, chargee or other encumbrance is first obtained, the Company's interest in the Special Mining Lease shall, notwithstanding the provisions of any Act and any rule of law or equity to the contrary, be deemed to be the subject of the mortgage, charge or other encumbrance, as if the Special Mining Lease had been referred to in the mortgage, charge or other encumbrance. A memorandum of all such mortgages, charges or other encumbrances shall, by force of this Indenture and the ratifying Act, be endorsed on the Special Mining Lease in the order in which they were registered or recorded against the Company's interest in the surrendered Eligible Exploration Licence.

(10) The Company or an associated company may, where reasonably necessary for the purposes of carrying on its mining operations, dewater or drain, either wholly or partially, any ore body or adjoining strata and may (if appropriate) use, without charge, such water for any purpose connected with such mining operations.

(11) Each of—

(a) SML1, to the extent of the SML1 Expanded Area; and

(b) a Special Mining Lease granted under Clause 19(3),

is subject to every licence, lease, permit or other tenement or right of any kind granted under the Mining Act or the Petroleum and Geothermal Energy Act 2000 which either—

(c) already exists at the Variation Date (in respect of SML1 Expanded Area) or the date of grant (in respect of a Special Mining Lease granted under Clause 19(3)); or

(d) derives from another tenement or right under the relevant Act that existed at that time,

and to the rights and privileges that it confers on its holder.

(12) Except with the Company's prior written consent, the State may not grant to any person a licence, lease, permit or other tenement or right of any kind under the Mining Act, the Opal Mining Act 1995 or the Petroleum and Geothermal Energy Act 2000 over any land already subject to a Special Mining Lease ("Later Tenement"), unless the Later Tenement is one to which the Special Mining Lease is subject under Clause 19(11).

(13) The State shall ensure that the holder of a licence issued under the Petroleum and Geothermal Energy Act 2000 (a "Licence Holder") is only permitted to enter land or exercise rights under the licence on land that is, for the time being, the subject of a Special Mining Lease (the "Relevant Land") subject to and in accordance with an approved "statement of environmental objectives" under that Act which stipulates that—

(a) in relation to Relevant Land which the Company is using for the purposes of its operations, access is not permitted for any purpose except with the prior written consent of the Company, which consent is within the Company's absolute discretion;

(b) in relation to Relevant Land which the Company reasonably considers it may use at any time in the future for the purposes of its operations, access for the purposes of doing any building or construction work or anything that falls within the definition of "development" under the Development Act 1993 (or would have done if not connected with the Petroleum and Geothermal Energy Act 2000) is not permitted except with the prior written consent of the Company, which consent is within the Company's absolute discretion; and

As a condition of being allowed access, the Licence Holder may be required by the Company to be responsible for any costs of the Company incurred as a result of the Company granting access to Relevant Land, for rehabilitation of land disturbed by the Licence Holder's activities and any other liability in relation to the Licence Holder's activities on Relevant Land.

(14) Geological samples and geoscientific records—

(a) In place of any obligation to keep records under the Mining Act, the holder of a Special Mining Lease shall keep such geological samples, and such records of geoscientific data, as the Director of Mines may, by notice given to the holder, require, and deliver them and make them available in accordance with this Clause 19(14).

(b) Until it is first given a notice under Clause 19(14)(a), the holder of a Special Mining Lease shall maintain records of geological mapping, surveys of workings, logs of drill holes, location and type of samples taken, results of analyses and testing of samples, and results of geophysical surveys.

(c) The holder of a Special Mining Lease shall, at the request of the Director of Mines or a person acting under the Director's written authority, produce for inspection, at the place where the samples and records are usually kept or at some other place acceptable to both the holder and the Director or authorised person, the samples and records that the holder is required to keep under Clause 19(14)(a) or Clause 19(14)(b), as applicable. The State is responsible (at its cost) for the transportation, packaging, care, maintenance and safe storage of any samples and records which are required to be made available at a place other than the place where those records and samples are usually kept.

(d) The Director of Mines or a person acting under the Director's written authority may make copies or take extracts of a record produced under Clause 19(14)(c).

(e) The holder of a Special Mining Lease shall, at the request of the Director of Mines or a person acting under the Director's written authority, permit a person nominated in the request to make tests, and take samples of minerals, from land comprised in the Special Mining Lease. The State is responsible (at its cost) for the safe storage and transportation of any sample so taken.

(f) The Director of Mines may, with the consent of the Minister, and despite Clause 35, publish the results of—

(i) any test made in pursuance of Clause 19(14)(e); or

(ii) the analysis of any sample taken in pursuance of this Clause 19(14),

but only if the particular test or analysis was made at least five years earlier.

(g) Unless otherwise agreed between the holder of a Special Mining Lease and the Director of Mines, a record required to be kept by the holder under this Clause 19(14) shall be kept for not less than seven years after—

(i) the date the record was made by the person or, if it was not made by the person, the date it was obtained by the person; or

(ii) if the record relates to a transaction, the date of completion of the transaction,

whichever is the later.

19A. PIPELINE LICENCE

(1) Subject to Clause 19A(2), both upon written application by or on behalf of the Company and upon the provision to the Minister of the information or documents specified in Clause 19A(2), the Minister shall grant, pursuant to the Petroleum and Geothermal Energy Act 2000, a pipeline licence (the "Pipeline Licence") to the Company or to an associated company, as the Company may nominate to the Minister (the "Licensee"), to construct and operate a petroleum pipeline and tanks, machinery and appurtenances integral to the relevant pipeline which is one of the following—

(a) an extension to the Moomba-Adelaide pipeline (as defined in the Natural Gas Authority Act 1967) to Olympic Dam;

(b) a pipeline from Moomba to Olympic Dam; or

(c) a pipeline to Olympic Dam, approved by the Minister, along a route which is other than from Moomba to Olympic Dam, which approval may be given or withheld, including conditionally, in the Minister's absolute and unfettered discretion and such that neither a failure to give approval nor the nature or imposition of any conditions shall be arbitrable,

for the purpose of delivering petroleum to Olympic Dam. The conditions of the Pipeline Licence shall be those specified in and otherwise consistent with this Clause 19A, together with the rights, obligations and liabilities, to the extent not expressly modified by this Clause 19A, of the Minister and of a licensee of a pipeline licence specified in the Petroleum and Geothermal Energy Act 2000.

(2) If the Company applies for the Pipeline Licence in respect of a pipeline referred to in Clause 19A(1)(a), then the Company shall, together with and when making an application for the grant of the Pipeline Licence, provide to the Minister copies of any executed unconditional (except for conditions relating to the construction of the pipeline, the Pipeline Licence being granted, the Licensee obtaining any necessary estates or interests in land to construct or operate the pipeline, conditions relating to the performance of obligations of the State pursuant to the Indenture or such other conditions which the Minister approves) and legally binding and enforceable written contracts to the effect that the owner or operator of the Moomba-Adelaide pipeline, or any other relevant person (other than the Minister), agrees and consents to the construction and operation of the extension to that pipeline to Olympic Dam, pursuant to and on the terms and conditions specified in this Clause 19A, for the term (including any renewals thereof) of the Pipeline Licence specified in this Clause 19A.

(3) Prior to applying for the grant of the Pipeline Licence pursuant to Clause 19A(1), the Company shall, by written notice, provide to the Minister the following—

(a) the information or documents specified in or which may be required pursuant to section 65(1) of the Petroleum and Geothermal Energy Act 2000;

(b) such information or documents as the Minister may reasonably require in relation to design, manufacture, construction, operation, maintenance or testing of the pipeline;

(c) such information or documents as the Minister may reasonably require in relation to any environmental or safety matters relevant to the design, construction, operation, maintenance or testing of the pipeline; and

(d) such information as the Minister may reasonably require in relation to any relevant factor for the purpose of sections 65(1) and 65(3) of the Petroleum and Geothermal Energy Act 2000, other than any information concerning the financial resources of the Company.

(4) Intentionally Omitted

(5) The Minister shall grant the Pipeline Licence to the Licensee for an initial term that is the maximum period allowed under the Petroleum and Geothermal Energy Act 2000.

(6) The Licensee shall pay to the Minister the licence fees payable, from time to time, in respect of such licences pursuant to the Petroleum and Geothermal Energy Act 2000, subject always to the provisions of Clause 34 as to non-discrimination.

(7) The Licensee may, from time to time, apply for a renewal of the term of the Pipeline Licence. The Licensee may apply for such renewals of the term of the Pipeline Licence at any time during which a Special Mining Lease over the Olympic Dam Area or any part of it is granted and is in force. On the Licensee making such an application, the Minister shall renew the Pipeline Licence for a further term that is the maximum period allowed under the Petroleum and Geothermal Energy Act 2000, or such shorter period for which the Licensee may apply.

(8) The conditions applicable to the Pipeline Licence shall be similar to the conditions, subject to Clause 34 as to non-discrimination, on which such pipeline licences are usually granted pursuant to the Petroleum and Geothermal Energy Act 2000, either at the time the Pipeline Licence is granted pursuant to Clause 19A(1) or at the time the term of the Pipeline Licence is being renewed pursuant to this Clause 19A, provided that the Minister may make or impose such reasonable additional conditions or variations on those usual conditions which the Minister reasonably considers appropriate in relation to or as a consequence of any of the following matters—

(a) only as at the time the Pipeline Licence is initially granted pursuant to Clause 19A(1), the nature or route of the pipeline in respect of which the Pipeline Licence is being granted;

(b) the prevention or reduction of adverse effects upon the environment of the lands across which the pipeline is to be constructed or operated, or the implementation or observance of any industry standards, procedures or practices, whether international or otherwise, which the Minister reasonably considers appropriate to minimize or ameliorate any such adverse effects;

(c) industry standards, procedures or practices, whether international or otherwise, in relation to the design, construction, maintenance or operation of the pipeline, or any safety or security standards, procedures or practices; or

(d) such other matters as the Minister may reasonably consider relevant in the light of technical, operational, environmental or safety developments in relation to the design, construction, operation, maintenance or testing of petroleum pipelines or associated tanks, plant, machinery or appurtenances at the time the Pipeline Licence is granted, or the term of the Pipeline Licence is being renewed, pursuant to this Clause 19A,

and provided further that any such determination, whether initially or upon a renewal of the term, of the conditions applicable to the Pipeline Licence by the Minister shall not be arbitrable pursuant to this Indenture, but otherwise without prejudice to the Company's other rights or remedies generally available under statute, at law or in equity to contest, dispute or seek the review of any such determination of the Minister.

(9) If the Licensee applies for a renewal of the term of the Pipeline Licence, then the Minister may review, at the commencement of each renewed period, the conditions to apply to the Pipeline Licence in relation to any of the matters specified in Clause 19A(8) during any such renewed period, and the Minister may, subject to the provisions of Clause 34 as to non-discrimination, impose such reasonable additional conditions or variations to the existing conditions which shall apply during any such renewed period.

(10) The pipeline in respect of which the Pipeline Licence is to be granted shall be of a size and capacity capable of delivering petroleum to Olympic Dam to satisfy current and estimated future mine and town petroleum requirements.

(11) The Licensee shall design, construct, manufacture, operate, maintain, repair and test the pipeline in respect of which the Pipeline Licence is to be granted in accordance with the Petroleum and Geothermal Energy Act 2000, any regulations promulgated, from time to time, pursuant to that Act, and the Pipeline Licence.

(12) Intentionally Omitted

(13) The Licensee shall ensure that any necessary contracts referred to in Clause 19A(2) are in force and effect during the term (including any renewed term) for which the Pipeline Licence has been granted pursuant to this Clause 19A.

(14) Intentionally Omitted

(15) Any condition imposed by the Minister under this Clause 19A may, at any time, be cancelled by the Minister.

(16) Section 55 of the Petroleum and Geothermal Energy Act 2000 shall not apply during the initial term or any renewed term of the Pipeline Licence.

(17) The Petroleum and Geothermal Energy Act 2000 shall apply to both the pipeline and the Pipeline Licence to the extent not expressly modified by or inconsistent with the provisions of this Clause 19A.

(18) In furtherance of the rights conferred on the Company by Clause 19A(1) and the other rights and obligations of the parties under this Indenture, (but without in any way limiting or detracting from any of those rights or obligations) and for the purpose of delivering petroleum to Olympic Dam—

(a) the Company may construct, operate and maintain a petroleum pipeline and tanks, machinery and appurtenances and all other facilities properly ancillary to a petroleum pipeline ("Pipeline Infrastructure");

(b) the location or route of any Pipeline Infrastructure (including site or corridor coordinates) shall be subject to the approval of the Minister, but the Minister shall not unreasonably withhold his approval and shall approve some site or corridor within the locations or routes contemplated by a development authorisation for the relevant Pipeline Infrastructure and considered in the applicable environmental impact statement, public environmental report or development report; and

(19) Easements in gross referred to in Clause 19A(18)(c) shall be permanent (subject to Clause 42 of this Indenture) and shall include a right for the Company or associated company to exclude third parties from the land the subject of the easement where it is reasonably required for the purposes of its operations under this Indenture including, without limitation, for construction, operation and maintenance purposes, and produced in the appropriate form, with such modifications as necessary, to enable the registration of the easement as applicable at the relevant State registry, and shall otherwise be in the form, or substantially in the form, set out in the Tenth Schedule (or as otherwise agreed by the Company and the Minister).

20. SPECIAL EXPLORATION LICENCES

Intentionally Omitted

21. PROVISION OF INFRASTRUCTURE

(1) The Company, as developer, but subject always to the other provisions of this Indenture and in particular, Clauses 22 and 23—

(a) shall provide or cause to be provided, at the town, such housing, accommodation, services and works necessary to provide for the needs of persons (and the dependants of those persons) who are employed by or on behalf of the Company; and

(b) shall use its best endeavours to assist in the provision of the housing needs of such other persons and their dependants who provide services in the town that are ancillary and necessary to the needs of the Company's employees and their dependants.

(2) The conduct of all planning within the townsite, other than for building, design and landscaping of buildings to be owned or occupied by the State or Municipality (which shall be designed by the State), shall be the responsibility of the Company, and, subject to Clauses 21(3) and 21(4), the conduct of all development and construction within the townsite of—

(a) all buildings and structures required for educational, hospital, medical, dental, police, fire, local government, judicial, recreational, town maintenance depots and other civic and communal services;

(b) adequate housing accommodation for married and single personnel directly connected with the construction, operation and maintenance of the infrastructure and facilities the subject of Clauses 21(2)(a) and 21(2)(c); and

(c) all public roads and the lighting for them, electricity headworks and reticulation, sewerage works (including reticulation) and treatment plant, garbage disposal facilities, water supply works (including reticulation) and drainage works,

shall be the responsibility of the Company or, as applicable, the State.

(3) The obligation of the Company to provide housing, accommodation, services and works pursuant to Clause 21(1), and to provide infrastructure pursuant to Clause 21(2), shall be limited to the provision of such housing, accommodation and infrastructure as is appropriate to the scale of the Company's operations from time to time, with a maximum obligation appropriate to a level of production at the minesite of 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products. The Company and the Minister shall, having regard to then current or recent developments of a similar nature by the private sector elsewhere in Australia, agree upon the then current need for and extent of such housing, accommodation and infrastructure, and if agreement cannot be reached within three months after first conferring, the matter shall be referred to arbitration in accordance with Clause 49.

(4) —

(a) The programme for the development and construction of the infrastructure referred to in Clause 21(2) (including priorities in such development and construction) shall be agreed from time to time by the Company and the Minister, and if agreement cannot be reached within three months after first conferring, the matter shall be referred to arbitration in accordance with Clause 49.

(b) In respect of the items specified in Clause 22(2) other than the Pimba Road, the construction of such items shall be by way of tender (unless otherwise agreed by the Minister) and be subject to the direction and control of the Company, provided, however, that the following shall apply to any contract for the construction of any such item—

(i) all contracts shall be awarded on the basis of competitive tender unless the Minister in any case otherwise agrees (failure to so agree shall not be arbitrable); and

(ii) no tender shall be accepted without the consent of the Company and the Minister (which consents shall not be unreasonably withheld), and in accepting any tender, regard shall be had to the programme referred to in Clause 21(4)(a).

(5) In any case where relevant standards and specifications are not contained in the Building Rules under the Development Act 1993, the Company and the Minister shall, having regard to then current or recent developments of a similar nature by the private sector elsewhere in Australia and after consultation with any relevant Department or instrumentality of the State, the Commonwealth or the Municipality, agree upon the standards and specifications to be applied, and if agreement cannot be reached within three months after first conferring, the matter shall be referred to arbitration in accordance with Clause 49.

(6) Subject to the other provisions of this Indenture, the Company shall provide, at its cost, all equipment initially required in relation to public roads and the lighting for them, electricity reticulation, sewerage reticulation and treatment works, water supply and drainage works and all other essential services which it is the responsibility of the Company to plan, develop and construct at the townsite as provided in Clause 21(2)(c).

(7) The State shall provide or cause to be provided full and free access to, egress from and possession of any site or sites which is reasonably required by the Company or an associated company in order for it to discharge any obligation or responsibility or exercise any right under this Indenture. Without limiting the foregoing, the Company or an associated company shall have the right to make excavations in public roads and, as necessary, erect barricades and safety lighting, close or partially close such roads, and do such other acts as may be appropriate.

(8) Subject to the provisions of the Mining Act, the Company or an associated company shall have the right to extract and use such stone, sand, gravel or clay from within or outside the townsite as may be necessary for the purpose of discharging its obligations or exercising any right under this Indenture.

(9) Nothing contained in this Clause 21 shall be construed as placing on the Company an obligation to provide or pay for personnel required to operate the educational, hospital, medical, dental, police, fire, local government, judicial, recreational or other civic and communal services, which obligation shall at all times be discharged by the State, the Municipality or other appropriate authority.

(10) The State, in accordance with Clause 22(5), shall, at no cost to the Company, equip the buildings and structures referred to in Clause 21(2)(a) required for educational, hospital, medical, dental, police, fire, local government, judicial, recreational, town maintenance depots or other civic and communal services, and the housing accommodation referred to in Clause 21(2)(b) (other than accommodation for construction purposes), and shall provide all necessary staff and personnel in connection with those buildings and structures.

(11) The State shall at all times be responsible for the service, maintenance and, where necessary, repair, renovation and replacement of the housing accommodation referred to in Clause 21(2)(b) (and all equipment for it) (other than accommodation for construction purposes), and of all buildings and structures (and all equipment for them) referred to in Clause 21(2)(a) for educational, hospital, medical, dental, police, fire, judicial, recreational, town maintenance depots or other civic and communal services.

(12) Subject to Clause 21(13), the State or, as applicable, the Municipality, shall operate and maintain or cause to be operated and maintained, within the townsite, from the date of completion, all public roads and the lighting for them, electricity headworks and reticulation, sewerage works (including reticulation) and treatment plant, garbage disposal facilities, water supply works (including reticulation) and drainage works, and shall operate and maintain or cause to be operated and maintained, within the townsite, all educational, hospital, medical, dental, police, fire, local government, judicial, recreational, town maintenance depots or other civic and communal facilities.

(13) The Company may agree with the Minister (and failure to so agree shall not be arbitable) that, at the cost of the State and until the relevant responsibility is assumed by the State or the Municipality as provided in Clause 21(12), the Company or an associated company shall be responsible for the operation, service, maintenance and, where necessary, repair, renovation and replacement of all public roads and the lighting for them, electricity headworks and reticulation, sewerage works (including reticulation) and treatment plant, water supply works (including reticulation) and drainage works referred to in Clause 21(2)(c), and of the equipment referred to in Clause 21(6). In respect of the planning, development and construction of the facilities, services and infrastructure referred to in Clause 22(2) which is undertaken by the Company or an associated company, or in accepting responsibility under this Clause 21(13) for any servicing, maintenance, repair, renovation or replacement, the Company or an associated company may act as contractors for the State, and, subject to Clause 22(5) (if appropriate), all related costs and expenses of the Company or such associated company (which shall, without limitation, include the costs and expenses of all sub-contractors engaged by or at the direction of the Company or such associated company) shall be borne by the State or the Municipality, as applicable, on a cost reimbursement basis to the Company or such associated company, so that, after making a reasonable and proper allowance for interest on capital, depreciation in respect of plant and equipment and overhead charges of the Company or such associated company, neither the Company nor the associated company would make a profit nor suffer a loss from undertaking such planning, development and construction of facilities or such service, maintenance, repair, renovation or replacement. Invoicing of costs and expenses and the reimbursement to the Company or such associated company shall be as frequently as may be agreed by the Company and the Minister but in any event, not less frequently than quarterly.

(14) Where, pursuant to Clause 21(13), the Company or an associated company accepts responsibility for the operation, service, maintenance and, where necessary, repair, renovation and replacement of services, facilities and infrastructure, and, as a consequence, becomes the initial supply authority to the public, the billing and collection of any charges for the provision of such services shall be conducted by the State at its cost (either by itself or the Municipality) on behalf of the Company or such associated company, in a manner agreed by the Company and the Minister.

(15) The Company shall, upon completion of each of the facilities and infrastructure specified in Clause 21(2) (other than accommodation for construction purposes), transfer to the State or as it may direct, for no consideration (other than reimbursement of rates, taxes and other outgoings payable or previously paid in respect of the relevant lands), the lands upon which such facilities and infrastructure are situated, if such lands are not then held by the State or on its behalf.

(16) Emergency Services—

(a) Notwithstanding any other provision in this Indenture or in any Act or law to the contrary, and subject to any agreement of the kind referred to in Clause 21(16)(b)(iii), the State has no obligation to provide fire or other emergency services to the minesite, the new accommodation village referred to in Recital V(i) or the airport referred to in Clause 15 (each an "Excluded Area").

(b) Nothing in Clause 21(16)(a) or elsewhere in this Indenture—

(i) derogates from any regulatory or supervisory function exercisable under any Act by any Minister, agency or instrumentality of the State in relation to the provision of fire or other emergency services to an Excluded Area;

(ii) derogates from any power of any Minister, agency or instrumentality of the State under any Act to take action in relation to a fire or other emergency that occurs at an Excluded Area (including any power that might otherwise be excluded by Clause 21(16)(a)), or from any immunity that applies to the exercise of such a power; or

(iii) prevents the Company or an associated company and any Minister, agency or instrumentality of the State from entering into an agreement under which that, or another, Minister, agency or instrumentality of the State provides (whether for a fee or otherwise) fire or other emergency services to an Excluded Area.

(17) Affordable Housing—The Company shall offer to transfer to the State for purposes of its affordable housing policy at least 15% of all new vacant allotments in the townsite created for construction of private housing as part of any greenfield or broadacre subdivision, at a cost per allotment equal to the allotment development cost to the Company of creating serviced allotments in the subdivision of which the relevant allotments form part, determined in accordance with Clause 24(5).

22. INFRASTRUCTURE COSTS

(1) Except as otherwise provided in this Indenture, the provision of the facilities, services and infrastructure referred to in Clauses 13, 14, 14A, 15, 16, 17, 18 and 21 shall be at the cost of the Company.

(2) Subject to Clause 22(4), the State shall pay all costs of the provision of the following facilities, services and infrastructure—

(a) allotment development costs in respect of allotments within the townsite required for public and civic facilities and for housing referred to in Clause 22(2)(b);

(b) all housing accommodation within the townsite for married and single personnel connected with the operation and maintenance of the infrastructure and facilities referred to in Clause 21(2) (other than accommodation for construction purposes);

(d) necessary air conditioned child care centres within the townsite;

(e) necessary air conditioned kindergartens and pre schools within the townsite;

(f) necessary air conditioned primary schools within the townsite, including adequate teaching spaces, administration block, shaded or covered play areas, amenities block, tuck shop and staff facilities;

(g) necessary air conditioned secondary schools within the townsite, including library, administration block, staff facilities and senior centre lecture theatre;

(h) a ten bed acute facility providing facilities for accident and emergency, minor surgical services, community health services and private dental services and such other additional health facilities as the Minister, with the agreement of the Minister for Health, on request from the Company from time to time or otherwise, reasonably considers to be required for the township of Roxby Downs, after taking into consideration its location and demographic factors and other relevant factors for the provision of health facilities at that time;

(i) Intentionally omitted

(j) local authority offices within the townsite, including municipal offices, meeting room, public toilets, library, civic auditorium, works depot and workshop;

(k) swimming pool complex within the townsite, including 50m unheated pool, wading pool, gardens, change rooms and car parks;

(l) necessary sporting facilities and playing fields within the townsite, together with appropriate changeroom facilities;

(m) premises and facilities within the townsite for creative, performing and visual arts;

(n) fire services within the townsite, including a two bay fire station equipped with a fire tender and an additional pump and trailer unit;

(o) State Government offices within the townsite;

(p) 50% of the cost of the upgrading or construction of the Pimba Road;

(q) ambulance centre and equipment within the townsite, including vehicle;

(r) parks and gardens within the townsite;

(s) garbage disposal facilities for the town; and

(t) plant and equipment (including vehicles) necessary for the provision within the townsite of State and Local Authority services and facilities.

(3) The Company and the Minister may from time to time agree (and failure to agree shall not be subject to arbitration) to vary Clause 22(2) by deletion from, addition to or substitution for any of (or any combination of these) the services, facilities and infrastructure listed in that Clause.

(4) The maximum obligation of the State to pay the costs of the provision of certain infrastructure pursuant to Clause 22(2) (as varied from time to time pursuant to Clause 22(3)) shall, notwithstanding the provisions of Clause 9(1), be the cost of the provision of the items so specified which are appropriate to provide for the needs of—

(a) 9,000 people, being people connected directly with the Company's operations or with the provision of government or other necessary services to such persons (and the dependants of such persons), whether or not such persons are employed by the Company or an associated company (but excluding people within the ambit of Clause 22(4)(b)); and

(b) the occupants of the workers' accommodation facility located within the townsite and known as "Roxby Village" from time to time.

(5) It is the intention of the parties that, subject to the other provisions of this Clause 22, the cost of the provision of the facilities, services and infrastructure specified in Clause 22(2) (as varied from time to time pursuant to Clause 22(3)) shall be met wholly by the State and shall not fall upon or be charged to the Municipality in any way.

23. ESTABLISHMENT OF MUNICIPALITY

(1) The boundaries of the Municipality may be varied only by agreement between the Company and the Minister, and failure to so agree shall not be arbitrable.

(1A) It is agreed by the parties that the area of the Municipality shall not include the lands the subject of SML1 and the State shall ensure that the lands the subject of SML1 or any other Special Mining Lease granted pursuant to this Indenture are not within the area of the Municipality or any other local authority.

(2) The Municipality shall have all the powers vested in councils by the Local Government Act 1999, but subject to any limitations or variations which may be specified in the ratifying Act.

(2A) During the period of the appointment of the Administrator pursuant to Clause 23(3), Clause 7 shall apply to any Project Approval sought from, or granted, issued or made by, the Municipality by or to the Company or an associated company, save only that a reference in that Clause 7 to "the Minister" shall be read as a reference to "the Municipality".

(3) Until the day preceding the Normalization Date, the provisions of the Local Government Act 1999 and the Local Government (Elections) Act 1999 relating to the election of councillors shall be suspended as provided in the ratifying Act, and in lieu of elected Councillors, the State shall cause a person approved by the Company to be appointed as Administrator of the Municipality. The appointment shall continue until the day preceding the Normalization Date. During the period of his appointment, the Administrator shall exercise all of the powers and discharge all of the functions of the Municipality as set out in Clause 23(2) and in the ratifying Act.

(4) The State shall assume or cause the Municipality or the relevant distribution authority to assume all responsibility for all functions in the town as shall be the normal and usual responsibility of the State or of a municipality under the Local Government Act 1999, respectively, and the Company shall, where necessary and upon completion of the relevant infrastructure, as certified by the Company, transfer or cause to be transferred to the State or to the Municipality, as applicable, at no cost (except as otherwise provided elsewhere in this Indenture) to the State or the Municipality, as applicable, ownership and control, as appropriate, of all works, facilities and services within the town to enable the State or, as applicable, the Municipality, fully and effectually to assume and observe that responsibility, including, without limitation—

(a) public roads and lighting for them;

(b) drainage works;

(d) the potable water reticulation system and works; and

(e) the electricity reticulation system (but not the Company's electricity generating and distribution equipment).

(5) Intentionally Omitted

24. FREEHOLD GRANTS

(1) The Townsite Land may be extended or reduced, or have other land substituted for it, only by agreement between the Minister and the Company, in which event the Minister shall, as soon as practicable, publish in the Gazette a description of the Townsite Land as extended, reduced or substituted. However, there is no requirement that the Townsite Land as extended, reduced or substituted, or any part of it, be dedicated for any purpose under section 18 of the Crown Land Management Act 2009.

(2) Intentionally Omitted

(3) At any time (and from time to time), the State shall, at the request of the Company, grant to the Company or an associated company, as the Company may nominate to the Minister, the fee simple estate of those portions of the Townsite Land (not being land which has been designated pursuant to Clause 25 for the purposes of a town buffer zone) as are then required by the Company or such associated company for township purposes. The grants shall be at no cost to the Company or such associated company, and shall be made free and clear of all easements, restrictions, liens, charges and other encumbrances, other than such easements or restrictions which may have been previously agreed in writing between the Company and the Minister.

(4) The Company or an associated company may subdivide or resubdivide any land granted to it pursuant to Clause 24(3) for development for township purposes pursuant to this Indenture and may, for that purpose, at its option—

(a) seek, pursuant to Clause 7, all necessary Project Approvals for such subdivision or resubdivision; or

(b) surrender to the State the fee simple estate of the land proposed to be subdivided or resubdivided, such surrender to be conditional upon subdivision or resubdivision of such land by the State pursuant to the provisions of the Crown Land Management Act 2009, in accordance with plans and specifications to be agreed between the Company or an associated company and the Minister, and the grant of an estate in fee simple, free and clear of all encumbrances, liens or charges whatever (other than any existing in respect of the surrendered title or which may have been previously agreed in writing between the Company and the Minister) in respect of each subdivided or resubdivided allotment (not being a road, park or reserve to vest in the Municipality).

(5) The sale of any land by the Company or an associated company within the townsite shall be at a price which is not (unless the consent of the Minister is first obtained, which consent shall not be subject to arbitration) in excess of the allotment development cost in respect of such land. The allotment development cost shall be agreed from time to time between the Company and the Minister and shall be a proportion of all costs incurred by the Company or an associated company associated with the development of such land, and—

(a) the escalation of such cost of development, which escalation shall be calculated in accordance with the percentage increase in the Consumer Price Index from the quarter last ended prior to the date such costs are incurred to the quarter last ended prior to the date of any such sale; and

(b) an amount of 5% per annum of such development costs, calculated from the time of such development until the time of sale.

(6) The Company may, at any time after a Project Notice has been given in respect of the Initial Project or a Subsequent Project, advise the Minister of the dimensions and location of the area of lands which the Company reasonably requires from time to time for the purposes of establishing a minesite, being that land which is reasonably required for the establishment of buildings, structures, ponds, tailings dams and plant and surface facilities associated with the mine or mines for the Initial or a Subsequent Project.

(7) The State shall, at the request of the Company made at any time after the issue of a Special Mining Lease issued for the purposes of the Initial Project or a Subsequent Project, grant an estate in fee simple, free of any easements, liens, charges or other encumbrances whatever over all of the land advised by the Company pursuant to the provisions of Clause 24(6).

(8) The provisions of this Clause 24 shall apply, with any necessary modification, to any area of land required for townsite purposes by the Company with respect to any Project.

(8A) In furtherance of the rights conferred by Clause 24(6) and Clause 24(7) and other rights and obligations of the parties under this Indenture, (but without in any way limiting or detracting from any of those rights or obligations) and otherwise at the request of the Company, the State shall grant (or procure the grant) to the Company or an associated company, at no cost to the Company or associated company—

(a) the fee simple estate of any land the subject of a Special Mining Lease from time to time; and

(b) any easements and rights which the Company may reasonably request for the full enjoyment of the land the subject of a Special Mining Lease.

The grant of the fee simple estate shall be made free and clear of all easements of any nature or kind, other than any easements of which the Company has been given prior notice by the State and which have been accepted by the Company or any easements which have been requested of the State by the Company, and shall be made free and clear of all liens, charges and encumbrances.

(9) The Company shall, at its cost, undertake all initial survey work (including any necessary subsequent corrections) necessary or connected with the purposes of this Clause 24, and shall meet such reasonable requests as the Surveyor-General or the Registrar-General may, from time to time, issue with respect to such surveys.

(10) The land referred to in Recital E and any freehold land granted in accordance with Clause 24(8A) shall automatically revert to the State at the expiration of the period ending two years after the termination (whether by effluxion of time or otherwise) of the relevant Special Mining Lease (including any extensions or renewals).

(11) Without in any way limiting or derogating from the rights of the Company or the obligations of the State in accordance with this Indenture, the State shall not be obliged to grant freehold title in any land until the Minister is satisfied, acting reasonably, that—

(a) native title has been or will be extinguished or otherwise will not exist in relation to the land when the grant is to be made; or

(b) native title will be extinguished or surrendered upon or as consequence of the grant.

24A. INDEMNITY FOR GRANTS OF TENURE

(1) The Company shall indemnify and keep indemnified the State from any Claim (other than a Claim to which Clause 24A(3) applies) which the State may suffer or incur to any person (other than the Company or an associated company) caused by, or as a consequence of, the granting by the State of any estate in fee simple—

(a) over the SML1 Expanded Area, or area of a Special Mining Lease granted under Clause 19(3);

(b) over land required for the construction of a new airstrip and related facilities granted in accordance with Clause 15(2C); or

subject, in each case, to the following provisions—

(d) the Company's aggregate liability in relation to all Claims under this Clause 24A(1) shall be capped at $100 million;

(e) the Company shall not have any liability in relation to Claims to the extent caused by any acts or omissions of the State;

(f) the State shall notify the Company of any claims within 30 days of becoming aware of a Claim;

(g) the Company shall have control of the defending and settling of all Claims and the State shall not settle any Claim or enter into any agreement in respect of a Claim without the prior written consent of the Company; and

(h) if the Company makes a payment to, or on behalf of, the State pursuant to this Indenture in relation to a Claim, then the Company's liability under this Clause 24A(1) shall reduce to the extent of the amount of that payment in relation to that Claim.

(2) "Claim", for the purpose of Clause 24A(1), means any claim, demand, action, cause of action, proceeding, judgment, order, relief, remedy, right, entitlement, damage, loss, compensation, reimbursement, reasonable cost or expense, or liability incurred, suffered, brought, made or recovered of whatever nature, however arising and whether presently ascertained, immediate, future or contingent, whether arising under statute, at law or in equity or whether of a contractual or proprietary nature and shall include all legal costs and disbursements reasonably incurred, whether incurred by, or awarded against, the State.

(3) The Company shall indemnify and keep indemnified the State from any Native Title Claim caused by, or arising as a consequence of—

(a) the granting or registration by the State of a Special Mining Lease granted under Clause 19(3)(d);

(b) the granting of any tenure or proprietary or other right or interest pursuant to this Indenture in relation to or for a Special Mining Lease granted under Clause 19(3)(d);

(d) the granting by the State of any estate in fee simple over land required for the construction of a new airstrip and related facilities granted in accordance with Clause 15(2); or

(e) the granting by the State of any estate in fee simple over land required for the construction of the Desal Plant granted in accordance with Clause 13(17C)(a),

subject, in each case, to the following provisions—

(f) the Company's liability in relation to any Claim shall be unlimited in quantum; and

(g) the indemnity shall not be enlivened to the extent that the State is released from a Native Title Claim by virtue of the operation and enforceability, according to its terms, of any applicable registered ILUA under the Native Title Act 1993 (Commonwealth).

(4) The State shall consult with the Company before doing anything that will, or is likely, to result in the indemnity under this Clause 24A(3) being enlivened.

(5) At the reasonable request of the Company from time to time, the State shall co-operate with the Company and use its reasonable endeavours to facilitate the registration of any ILUA that is not inconsistent with the terms of this Indenture.

(6) The State shall not do anything that causes an application to be made for a registered ILUA to be removed from the register maintained under the Native Title Act 1993 (Commonwealth) or otherwise results in a registered ILUA being deregistered without the written agreement of the Company.

(7) The State shall use its best endeavours to ensure that the Company is treated fairly and equitably and not discriminated against in relation to the liabilities the Company incurs, if any, as a consequence of the State entering into an ILUA or consent determination in relation to, or otherwise resolving, any native title claim concerning the nature and extent of native title rights and interests, or a native title claim for compensation for affecting native title rights and interests, where the native title claim relates to any estate, tenure or other proprietary right or interest described in Clause 24A(3).

(8) For the purpose of considering fair and equitable treatment, the State may have regard to matters including the following—

(a) the nature and extent of the native title rights and interests and how those rights and interests are affected by non-native title rights and interests;

(b) the nature and extent of the Company's rights and interests and how those rights and interests affect native title rights and interests;

(c) the amount of compensation which is usually payable in relation to the native title rights and interests that are affected by non-native title rights and interests;

(d) the nature and extent of any liabilities or obligations created by or as a consequence of a relevant native title determination and the party who bears them; and

(e) any applicable policy of the State in relation to the State entering into an ILUA or consent determination in relation to, or otherwise resolving, any native title claim concerning the nature and extent of native title rights and interests, or for compensation for affecting native title rights and interests.

(9) The Company's liability under the indemnity shall be reduced to the extent that the Company's liability is caused or contributed to by a breach of Clause 24A(4), (5), (6) or (7) by the State.

(10) In this Clause 24A—

(a) "ILUA" means an indigenous land use agreement under the Native Title Act 1993 (Commonwealth);

(b) "Native Title Claim" means any claim, demand, cause of action, proceeding, judgment, order, relief, remedy, right, entitlement, damage, loss, compensation, reimbursement, cost or expense, or liability incurred, suffered, brought, made or recovered to pay or provide compensation to any person under or pursuant to the Native Title Act 1993 (Commonwealth), the Native Title (South Australia) Act 1994, the Mining Act 1971 or any other Act to the extent that it confers a right to receive compensation in respect of any loss, diminution, impairment or other effect of an act on native title rights, whether presently ascertained, immediate, future or contingent and shall include all legal costs and disbursements incurred, whether incurred by, or awarded against, the State; and

(c) a reference to something that affects native title has the same meaning as an act that affects native title in the Native Title Act 1993 (Commonwealth).

24B. TOWN NORMALIZATION

(1) After the first to occur of—

(a) the population of the town (excluding the occupants of workers' accommodation facilities located inside or outside the townsite) reaches 9,000 people;

(b) the cumulative production of contained copper in saleable product, saleable non-minesite product and associated by-products from the open pit mine located on SML1 reaches 10,000,000 tonnes; or

the Minister may, at any time and in the Minister's absolute discretion, give the Company a notice stating that Clause 24B(2) applies.

(2) If the Minister gives the Company a notice under Clause 24B(1), on and after the second anniversary of 1 July next following the date on which the notice is given (which anniversary is the "Normalization Date"), except as otherwise agreed in writing between the Minister and the Company (and a failure to agree is not subject to arbitration)—

(a) subject to the other provisions of this Clause 24(B)(2), neither the Company nor the Municipality shall have any further obligations under Clause 21, provided that Clauses 21(7), 21(8), 21(9), 21(16) and 21(17) shall not be affected by this Clause 24B(2);

(b) the Company shall retain all its rights under Clause 21 to provide any services and works, to build, design, landscape, develop and construct buildings, structures, roads and other developments and to undertake other activities contemplated by Clause 21, but the Company shall no longer be responsible in accordance with Clause 21(2) for all planning within the townsite or the conduct (to the exclusion of others) of all development and construction within the townsite;

(d) Clauses 22(2) shall only continue to have effect in relation to the provision of facilities, services and infrastructure—

(i) referred to in Clauses 22(2)(c), (e), (f), (g), (h), (n), (o), (p) and (q);

(ii) referred to in Clause 22(2)(d) to the extent the provision of those facilities, services and infrastructure are generally the responsibility of the State (rather than the Municipality) according to Government policy from time to time;

(iii) referred to in Clause 22(2)(a) to the extent that the allotments referred to are required for the provision of facilities, services and infrastructure referred to in this Clause 24B(2)(d) or other facilities, services and infrastructure usually provided by the State (rather than the Municipality);

(iv) referred to in Clause 22(2)(b) to the extent that the housing is for people connected with operation and maintenance of infrastructure and facilities referred to in this Clause 24B(2)(d) or other infrastructure and facilities usually provided by the State (rather than the Municipality); and

(v) referred to in Clause 22(2)(t) to the extent that the plant and equipment referred to is necessary for the provision of services and facilities referred to in this Clause 24B(2)(d) or other services and facilities usually provided by the State (rather than the Municipality);

(e) Clauses 21(10) and (11) shall only continue to have effect in relation to buildings and structures referred to in Clause 24B(2)(d) or other buildings and structures usually equipped by the State (rather than the Municipality);

(f) Clause 23 (except Clauses 23(1), 23(1A), 23(2) and 23(4)) shall have no further effect;

(g) the Company shall no longer have an exclusive right, under this Indenture, to develop Townsite Land; and

(h) Subject to Clause 24B(4), the Company shall have no further obligation to provide services or facilities in the town, including, without limitation, under Clauses 13(2), 13(19), 13(21) 18(13) and 18(17).

(3) Nothing in Clause 24B(2) imposes on the State any obligation that it would not have had but for the operation of this Clause 24B.

(4) The Company shall—

(a) if it is obliged to deliver water under Clause 13(19) immediately before the date the notice is given under Clause 24B(2), continue to be obliged under Clause 13(19) to deliver the base quantity of water to the Municipality for the four year period commencing on that date (the "Transition Period") but the Company may increase the unit rate charged for the water progressively and evenly over the Transition Period to the market rate at the time (as agreed by the Minister and the Company or otherwise determined by arbitration under Clause 49); and

(b) if it is obliged to supply electricity under Clause 18(13) immediately before the commencement of the Transition Period, continue to be obliged under Clause 18(13) to supply electricity to the relevant authority for the Transition Period, but the Company may increase the rate charged for the electricity supplied progressively and evenly over the Transition Period to the market rate at the time (as agreed by the Minister and the Company or otherwise determined by arbitration under Clause 49).

25. SPECIAL BUFFER ZONES

(1) The State shall, upon application by the Company to the Minister, grant (or procure the grant), for a period of 21 years, with automatic extensions for further successive periods, each of 21 years, upon the same terms and conditions, to—

(a) the Municipality, a Special Buffer Zone Lease in the form or substantially in the form of the Eighth Schedule of such land surrounding or on the boundary of the townsite as shall be agreed from time to time by the Company and the Minister, for the purposes of creating a town buffer zone within which no development may take place and access may be restricted, provided that such grant shall contain appropriate reservations in favour of the Company or an associated company as the Company may nominate to the Minister to ensure that the Company or associated company may construct, operate, maintain and use without restriction such roads (both private and public), railways and other forms of transportation and have access to and egress from the minesite for the proper and efficient conduct of its operations; and

(b) the Company or an associated company, as the Company may nominate to the Minister, a Special Buffer Zone Lease in the form or substantially in the form of the Fourth Schedule of such land surrounding SML1 as shall be agreed from time to time by the Company and the Minister, for the purposes of creating a mine buffer zone, within which access may be restricted, to safeguard the public, the work force and the environment in relation to operations under this Indenture, and such grant shall have regard to the then current and the future requirements of the Company's operations.

(2) Additional Buffer Zones—The State shall, at the request of the Company from time to time, cause to be added to the Special Buffer Zone Lease surrounding SML1 or grant such further Special Buffer Zone Leases as may be appropriate over such land surrounding a Special Mining Lease to be granted under Clause 19(3) as shall be agreed by the Company and the Minister to be necessary as additional mine buffer zones in respect of any Project, whether or not such additional land is contiguous with the land the subject of the Special Buffer Zone Lease granted pursuant to Clause 25(1)(b).

(3) The surface of any land the subject of a Special Buffer Zone Lease and any strata to a depth of fifty metres below such surface shall not be used for any mining operations other than for, or in connection with, a down cast airway.

26. FURTHER PROCESSING

Intentionally Omitted

27. LEASES, LICENCES, EASEMENTS AND RIGHTS OF WAY

(1) Without prejudice to the other provisions of this Indenture which provide for the grant of specific leases, licences, easements and other tenures and estates in land, the State shall, in respect of land owned by it not reasonably required by the State for any other purpose or resumed pursuant to Clause 31, as may be agreed by the Company and the Minister, for the purposes of the Company's operations, from time to time grant (or cause to be granted) to the Company or to an associated company as the Company may nominate to the Minister for such period and on such terms and conditions (including renewal rights) as shall be reasonable in all the circumstances, leases and where applicable licences, easements and rights of way for all or any of the purposes of the Company's operations.

(2) Additional Tenure for Infrastructure Corridors—

If—

(a) the Company acquires, or seeks to acquire, land tenure for the purpose of constructing any—

(i) pipeline to transport water, gas or petroleum;

(ii) electricity transmission line; or

(iii) railway line,

which is associated with the Company's operations under this Indenture ("Company Infrastructure Corridor"); and

(b) the Minister notifies the Company that the State or another party wishes to acquire land tenure over a land corridor which is an extension of the Company Infrastructure Corridor, for the purpose of constructing infrastructure on that extension, ("Adjoining Corridor") and that the State wishes Clause 27(2) to apply in relation to the Adjoining Corridor,

the Company shall, subject to Clauses 27(3) and 27(4)—

(d) use reasonable endeavours to facilitate,

the acquisition by the State or the other party of land tenure over the Adjoining Corridor.

(3) The Company's obligations under Clause 27(2) are limited to providing such coordination and facilitation as are incidental to the Company's own activities in obtaining land tenure for the Company Infrastructure Corridor. The Company shall fulfil its obligations under Clause 27(2) if the Company makes personnel of the Company who are engaged in the establishment of the Company Infrastructure Corridor available to coordinate with the State in relation to, and facilitate, the acquisition of land tenure over the Adjoining Corridor.

(4) Nothing in Clause 27(2) requires the Company to—

(a) pay any amount or incur any cost (including in connection with the acquisition of any land tenure or right), other than administrative expenses which are related to the conduct described in Clause 27(3) and which are not significant;

(b) deal directly with any party, other than the State, which seeks to acquire land tenure over the Adjoining Corridor; or

(i) cause the Company to incur any material cost or liability; or

(ii) have any detrimental impact on—

(A) the Company's achievement of its objectives in relation to the Company's operations under this Indenture, including the Company's objectives concerning its planned schedule for engaging in any conduct under this Indenture;

(B) the Company's ability to establish any Company Infrastructure Corridor for the purpose of the Company's operations under this Indenture;

(D) the Company's relationship with any party; or

(E) any of the Company's other operations under this Indenture.

(5) The State shall procure that the declaration of the Company for the purposes of section 41A(1)(a)(iii) of the Law of Property Act 1936 is not varied or revoked without the consent of the Company and that if the Company, in accordance with this Indenture, nominates an associated company to be granted an easement in gross the State shall procure that company to be declared for the purposes of section 41A(1)(a)(iii) of the Law of Property Act 1936.

(6) In relation to the Crown Land Management Act 2009 (the "CLM Act")—

(a) where a Crown lease is granted pursuant to this Indenture, the Crown lease will not be cancelled pursuant to any provision of the CLM Act;

(b) section 58 of the CLM Act will not apply to the grant of any interest in, or right in relation to, Crown land pursuant to this Indenture; and

(c) section 59 of the CLM Act will not apply to the lease of any waterfront land (as defined in the CLM Act) for the Desal Infrastructure referred to in Clause 13(17A) or the Landing Facilities referred to in Clause 17(7).

28. MAJOR DEVELOPMENT

(1) Only those provisions of the Development Act 1993 contained in Division 2 of Part 4, and no other provisions of that Act, shall apply to—

(a) any land the subject of a Special Mining Lease; or

(b) any lands owned or occupied by the Company or an associated company or of which the Company or an associated company has or is entitled to the benefit or use and which are reasonably required for—

(i) the transport, supply or provision of petroleum, electricity or water for a Project; or

(ii) the storage, handling or transport of plant, equipment, Product, Non-minesite Product, or other goods or materials, for the purposes of a Project,

to the extent (and only to the extent) that those lands lie outside Metropolitan Adelaide (as defined in the Development Act 1993).

(1A) Division 2 of Part 4 of the Development Act 1993 is modified, as it applies—

(a) to land within the ambit of Clause 28(1)(a) or 28(1)(b); or

(b) in relation to a Project, to the extent it is implemented on land not within the ambit of Clause 28(1)(a) or 28(1)(b),

by Clauses 28(2), 28(3), 28(4), 28(5), 28(6), 28(7), 28(8), 28(8A) and 28(9).

(2) A reference to the "Minister" or the "Development Assessment Commission" in Division 2 of Part 4 shall be construed as a reference to the Minister for the purpose of this Indenture.

(3) If the Minister is of the opinion that an environmental impact statement, a public environmental report or a development report is appropriate or necessary pursuant to Division 2 of Part 4 in relation to any proposed development or project, and any such statement or report, or a statement or report of a substantially similar nature and dealing with substantially similar matters, or any other statement or report investigating the environmental impact, if any, of the proposed development or project, however named, is also necessary or appropriate pursuant to any Federal legislation in relation to the same proposed development or project, then the statement or report to be prepared in accordance with the Federal legislation shall, subject to Clause 28(4), be and be deemed to be an environmental impact statement, public environmental report or development report (as the case may be) prepared in accordance with and for the purposes of Division 2 of Part 4.

(4) If Clause 28(3) applies in relation to any statement or report, then the Minister may determine that the statement or report shall consider such other or additional matters to those required to be considered pursuant to the applicable Federal legislation as provided for in Division 2 of Part 4 as the Minister considers appropriate.

(5) Clause 7 applies to any approval or authorisation required pursuant to Division 2 of Part 4.

(6) Despite anything to the contrary in the Development Act 1993, during the period of 20 years from the date on which an entire Eligible EIS is completed and made available for public inspection ("Exhibition Date")—

(a) the Eligible EIS may be used for any of the purposes of Division 2 of Part 4 of the Development Act 1993, regardless of whether or not the Eligible EIS has been reviewed or amended at any time since the Exhibition Date;

(b) the Eligible EIS may not be required to be reviewed or amended, regardless of the time that has elapsed since the Exhibition Date, or any other intervening factor, except as may be necessary to take account of the impacts of an alteration to the proposal the subject of the Eligible EIS; and

(c) no further information in relation to a development to which the Eligible EIS relates shall be required from the proponent in order to obtain an Eligible Development Authorisation for that development, but without limiting the effect of the exception in Clause 28(6)(b) or the conditions that may properly be attached to the Eligible Development Authorisation.

(7) Despite anything to the contrary in the Development Act 1993, an Eligible Development Authorisation may not be cancelled on the ground that the development to which it relates has not been commenced unless the period specified in Clause 28(8) for the relevant development has elapsed and the development remains uncommenced, or not substantially commenced. The open pit shall be deemed to have been substantially commenced for the purposes of this Clause 28(7) once pre-strip work on the open pit has substantially commenced.

(8) For the purposes of Clause 28(7), the relevant periods are—

(a) for an open pit mine, the applicable period is 5 years from the date of the Eligible Development Authorisation;

(b) for a new coastal seawater desalination plant, the applicable period is 12 years from the date of the Eligible Development Authorisation;

(c) for a new barge landing facility and associated haul road, the applicable period is 10 years from the date of the Eligible Development Authorisation; and

(d) for any other development, the applicable period is 30 years from the date of the Eligible Development Authorisation.

Any Eligible Development Authorisation given before the Ratification Date in relation to an element of the OD Project shall have effect as if it were in accordance with this Clause 28(8).

(8A) Without limiting any other provision of this Indenture and subject always to the provisions of the ratifying Act—

(a) The Minister (or other entity which granted the relevant Eligible Development Authorisation) may not, under section 48(7)(b)(i) of the Development Act 1993, vary or revoke conditions to which an Eligible Development Authorisation is subject or attach new conditions to an Eligible Development Authorisation, except in the circumstances, and to the extent, provided in Clause 28(8A)(b).

(b) Where the Minister (or other entity which granted the relevant Eligible Development Authorisation) is of the opinion (acting reasonably) that:

(i) a matter has arisen in relation to development to which an Eligible Development Authorisation relates;

(ii) the unanticipated impacts of that matter are likely to be so significant, taking into consideration the nature and extent of those impacts, new information that has become available since the Eligible Development Authorisation was granted and the conditions already attached to the Eligible Development Authorisation, that, to ensure those impacts can be managed appropriately and responsibly, it is necessary to vary those conditions or to attach further conditions to the Eligible Development Authorisation (in addition to or in substitution for existing conditions); and

(iii) the variations and additions will not result (together with all other variations and additions made to the original Eligible Development Authorisation) in the imposition of substantial additional costs upon the Company having a material impact on the economic fundamentals of the relevant Project for the Company, and after affording the Company full opportunity to consult with the Minister (or other entity) in relation to the additional costs and their impact on those economic fundamentals, and to propose alternative variations and additions,

the Minister (or other entity) may, with the consent of the Company (which consent the Company may not unreasonably withhold or delay), vary or add to the conditions to the extent necessary to ensure that those impacts can be so managed (including revoking existing conditions).

(c) Any dispute about the reasonableness or otherwise of the opinion of the Minister (or other entity which granted the relevant Eligible Development Authorisation), or of the Company's failure to consent, under this Clause 28(8A) may be referred to arbitration under Clause 49.

(9) For the purposes of this Clause 28—

(a) an "Eligible Development Authorisation" is an approval or authorisation given (or deemed to have been duly given) under Division 2 of Part 4 of the Development Act 1993 for a development to which an Eligible EIS relates; and

(b) "Eligible EIS" means—

(i) the OD Project EIS; and

(ii) any other environmental impact statement, public environmental report or development report (including any supplementary document, response document or other information required for assessment) prepared for the purposes of any Project which the Minister, on application by the Company, agrees in writing shall have the benefit of Clauses 28(6), 28(7) 28(8), and for this purpose—

(A) the Company and the Minister may, by agreement, modify Clause 28(8) to accommodate particular elements of the relevant Subsequent Project; and

(B) the Minister shall consider the Company's application; but

29. RATING

(1) The State shall ensure that rates, land tax and all similar levies and imposts are assessed and levied only upon or in respect of land which has been granted to the Company or its predecessors pursuant to Clause 24(3) within the townsite.

(1A) Without limiting Clause 29(1), the State shall ensure that rates, land tax and similar levies and imposts are not assessed and levied upon or in respect of the occupation of any lands or properties situated within the minesite and used by the Company or by an associated company in relation to the Company's operations.

(2) No discriminatory rates—The State shall not impose or permit or suffer any instrumentality of the State or any local or other authority or any statutory authority to impose discriminatory rates, land tax or similar levies. Imposts, rates and land tax may be assessed and levied only upon or in respect of granted land within the townsite as provided in Clause 29(1), provided, however, that nothing in this Clause shall be construed as preventing the Municipality charging the Company on a non-discriminatory basis for any water or sewerage services supplied to and used on any land owned by the Company.

(3) Without limitation to the provisions of Clause 29(2) and in accordance with the provisions of the ratifying Act, the following provisions regarding the levying of rates by the Municipality shall apply during the period of the Administrator's appointment pursuant to Clause 23(3)—

(a) The Company and the Municipality shall agree upon the general or any other rate which is to be levied by the Municipality in respect of the townsite or any services, facilities or infrastructure provided there;

(b) Where the proposed income and expenditure of the Municipality for any financial year of the Municipality has been approved by the State and the Company prior to the commencement of that financial year, or any revision of the proposed income and expenditure has been so approved prior to any commitment by the Municipality in respect of that revision, and the revenue of the Municipality during that financial year (including grants approved by either the Commonwealth or the State and any funds which the Municipality is reasonably able to borrow) is shown by the financial statements which the Municipality is required by section 127 of the Local Government Act 1999 to prepare to be insufficient to meet such approved expenditure, the shortfall, to the extent that it is directly or indirectly related to the Company's operations, shall be borne by the Company and the State in equal shares.

(4) Notwithstanding that the lands the subject of SML1 will not be within the area of the Municipality, the Company, in addition to any rates payable by it in respect of any granted land within the townsite, shall make a contribution, in respect of the minesite, to the revenues of the Municipality of an amount not exceeding $150,000 in each financial year of the Municipality. This contribution shall be pro-rated on the basis of 9,000 people connected directly with the Company's operations or with the provision of Government or other necessary services (and the dependants of such people), whether or not such people are employed by the Company or an associated company (excluding the persons referred to in Clause 22(4)(b)). The amount of the contribution to be made in each year shall be determined on the basis of the estimated number of such people living in the town as of 1 July in the year in which such contribution is made. The obligation of the Company under this Clause 29(4) does not come into operation until the Normalization Date and the amount shall be increased or decreased by the percentage increase or decrease in the Consumer Price Index from the quarter ended 31 March 1982 to the quarter last ended prior to the commencement of the financial year of the Municipality in respect of which the contribution is being made.

(5) Without limitation to Clause 29(1) and without prejudice to any of the provisions of this Indenture which fix or determine the basis for fixing of costs and charges for the provision of specific facilities or services, the State shall not impose, or permit or suffer any instrumentality of the State or any local or other authority or statutory authority to impose, discriminatory rates or charges of any nature on or in respect of the supply of facilities or services to and within the town or the minesite or elsewhere for the purposes of this Indenture, and such rates or charges shall be fixed having regard to the reasonable costs incurred or likely to be incurred in providing such facilities or services and to charges paid by other industrial users and country area consumers, respectively, in the State, and shall include all such allowances, discounts and subsidies as may from time to time be granted or given to such users and consumers.

30. NO RESUMPTION

(1) The State agrees that it shall not requisition, resume, compulsorily acquire or reserve, or suffer or permit to be requisitioned, resumed, compulsorily acquired or reserved by an instrumentality or by any local or other authority of the State or any statutory authority—

(a) any portion of the land the subject of any Special Water Licence or Special Mining Lease; or

(b) any portion of the land the subject of any fee simple estate, lease, licence, right of way or easement granted or used for—

(i) the transport, supply or provision of petroleum, electricity or water for a Project; or

(ii) the transport of goods, materials, Non-minesite Product or Product in connection with a Project,

the resumption of which would impede or hinder the Company's works and activities or the works and activities of an associated company including, without limitation, the Company's present or future mining and treatment activities at the minesite,

without the consent of the Company first had and obtained.

(2) The State shall not create or grant, or permit or suffer to be created or granted by an instrumentality or by any local or other authority of the State or any statutory authority, any road, right of way or easement of any nature or kind over or in respect of the land comprised in any Pipeline Licence, Special Water Licence, Special Mining Lease, fee simple estate, lease, licence, right of way or easement, without the consent of the Company first had and obtained.

30A. SAFETY NET

(1) The Minister may enter into an agreement with the Company—

(a) that, if a Special Mining Lease or the Pipeline Licence should, at some future time, be found to be wholly or partially invalid due to circumstances beyond the control of the Company, then the Company will have a preferential right to the grant of a new Special Mining Lease or Pipeline Licence (as applicable); or

(b) that, if a Special Water Licence, a Special Buffer Zone Lease or any fee simple estate, lease, licence, right of way, easement or other estate or tenure granted to the Company by the State pursuant to this Indenture for the transport, supply or provision of petroleum, electricity or water for a Project, or for the transport of goods, materials, Product or Non-minesite Product in connection with a Project, should, at some future time, be found to be wholly or partially invalid due to circumstances beyond the control of the Company, then the Company will have a preferential right to the grant of a new Special Water Licence, Special Buffer Zone Lease, fee simple estate, lease, licence, right of way, easement or other estate or tenure (as applicable); and

(c) dealing with the terms and conditions on which the new Special Mining Lease or the Pipeline Licence or the new Special Water Licence, Special Buffer Zone Lease, fee simple estate, lease, licence, right of way, easement or other estate or tenure (as applicable) will be provided.

(2) The Minister must consider any proposal by the Company for an agreement under this Clause.

(3) Without limiting the obligation of the Minister pursuant to Clause 30A(2) to consider any proposal by the Company for an agreement pursuant to Clause 30A(1), the Company acknowledges and agrees that the Minister may decide to enter into any agreement contemplated by or in relation to the matters specified in Clause 30A(1)(b) in his absolute and unfettered discretion and on such terms and conditions as he, again in his absolute and unfettered discretion, considers appropriate. Neither the Minister's refusal or failure to enter into an agreement contemplated by or in relation to the matters specified in Clause 30A(1)(b), nor the terms and conditions of any such agreement to which the Minister is or is not prepared to agree to, shall be matters which are arbitrable pursuant to this Indenture or otherwise, or subject to any judicial review, prerogative writ or any other proceedings to review the exercise of the Minister's discretions, or otherwise justiciable or reviewable, but shall remain exclusively within the parties' capacities freely to contract.

(4) Subject to Clause 30A(6), if any event of invalidity specified in Clause 30A(1)(a) or 30A(1)(b) should occur due to circumstances beyond the control of the Company, then the State shall, at that time, consider in good faith and take whatever action, if any, within the State's powers and not otherwise prohibited or impermissible, as the State considers, in its discretion, to be appropriate, after taking into account any adverse effects or impacts on the Company caused by any such invalidity and any other relevant factors, for the purpose either of granting a new Special Mining Lease, Pipeline Licence, Special Water Licence, Special Buffer Zone Lease or any fee simple estate, lease, licence, right of way, easement or other estate or tenure (as applicable), or of ameliorating or, to the extent possible, remedying any adverse effects or impacts of any such invalidity on the Company. In particular, the State shall, in its absolute and unfettered discretion, consider proposing legislation or amendments to existing legislation in order to remedy or ameliorate the adverse effects or impacts of any such invalidity. Any decision made by the State to take action or not in relation to any such event of invalidity shall not be arbitrable pursuant to this Indenture or otherwise, or otherwise justiciable or reviewable in any manner.

(5) The State and the Company shall confer in relation to any such matters.

(6) The State shall obtain the prior agreement of the Company to the State doing or not doing any act, matter or thing, pursuant either to any agreement entered into pursuant to Clause 30A(1) or to any action taken by the State pursuant to Clause 30A(4), which is reasonably likely to cause or does cause the State to incur or suffer a Claim, or have the consequence of the State incurring or suffering a Claim, for the purpose of Clause 30A(9), in respect of which the Company has indemnified the State. If the Company does not or fails to agree to the State doing or not doing any such act, matter or thing, then the State shall not be obliged to do or not do any such act, matter or thing (as applicable).

(7) The Company shall take whatever action, if any, within the Company's powers and not otherwise prohibited or impermissible, as the Company considers, in its discretion, to be appropriate, after taking into account any adverse effects or impacts on the Company caused by any such invalidity and any other relevant factors, for the purpose of itself ameliorating or, to the extent possible, remedying any adverse effects or impacts of any such invalidity.

(8) The Company shall provide such reasonable assistance to the State as may be reasonably necessary in relation to any proposed action of the State pursuant to Clause 30A(4).

(9) Subject both to the State obtaining the prior agreement of the Company pursuant to Clause 30A(6) and to any agreement to the contrary between the State and the Company in relation to the extent of the indemnity, the Company shall indemnify and keep indemnified the Minister and the State from and against any Claim which the State or the Minister may suffer or incur to itself or himself, respectively, or to any other person, caused by or as a consequence of either any such new Special Water Licence, Special Buffer Zone Lease, fee simple estate, lease, licence, right of way, easement or other estate or tenure (as applicable) being granted by the State to the Company pursuant to any agreement entered into pursuant to Clause 30A(1), or any action taken by the State pursuant to Clause 30A(4).

(10) For the purpose of Clauses 30A(6) and 30A(9), "Claim" means any amount, claim, demand, action, cause of action, proceedings, judgment, order, relief, remedy, right, entitlement, damages, liquidated damages, arbitration award, loss, compensation, reimbursement, penalty, cost, expense or liability payable, incurred or suffered of any nature, however arising and whether arising under statute, at law or in equity or whether of a contractual, proprietary or tortious nature, or any other civil cause of action or civil liability whatsoever.

(11) Nothing in this Clause 30A limits, derogates or in any affects any obligation of the State pursuant to this Indenture, including, without limitation, pursuant to Clauses 27 or 31.

31. RESUMPTION FOR THE PURPOSES OF THIS INDENTURE

(1) The State shall, as necessary, resume any land required for the purposes of this Indenture, and, notwithstanding any provision of any Act, may sell, lease, grant licences, easements and rights-of-way in respect of, or otherwise dispose of, such land to the Company or to an associated company, as the Company may nominate to the Minister. The Company shall reimburse to the State reasonable compensation previously agreed with the Company and paid by the State in respect of any land resumed at the request of and on behalf of the Company pursuant to this Clause 31(1).

(2) Where the State, pursuant to this Indenture, is required to grant to the Company any estate, lease, licence or easement (not being a Special Tenement created pursuant to this Indenture) over land (not being land resumed pursuant to Clause 31(1)) the property of the State, other than over any land lying in the townsite, a Special Mining Lease, a well field, or a service corridor for a road, railway, powerline or pipeline, the Company shall pay to the State the value of such estate, lease, licence or easement as agreed with the Minister or determined by arbitration pursuant to Clause 49.

31A. REQUESTED LAND OR RIGHTS

(1) In this Clause 31A—

"Requested Land or Rights" means any land or rights requested by the Company under Clauses 13(17A)(c), 14(1A)(c), 14A(1)(c), 15(2A)(c), 16(2A)(c), 17(7)(c), 18(11A)(c), 19A(18)(c) or 24(8A) over the relevant site or location determined in accordance with Clauses 13(17A)(b), 14(1A)(b), 14A(1)(b), 15(2A)(b), 16(2A)(b), 17(7)(b), 18(11A)(b), 19A(18)(b) and 24(8A) as applicable.

(2) If—

(a) other than in respect of Requested Land or Rights requested under Clause 24(8A), Requested Land or Rights are necessary for the construction, operation or maintenance of any element of a Project in accordance with the time schedule for the Project;

(b) other than in respect of Requested Land or Rights requested under Clause 24(8A), an inability to obtain the Requested Land or Rights may put at material risk the Company's ability to implement the element of the Project according to the schedule;

(d) the Company has used its best endeavours (on a commercial basis) either to acquire the relevant land directly or to secure the surrender of the land to the State for the purpose of enabling the grant of the Requested Land or Rights (including, in either case, by offering to compensate the holder on reasonable commercial grounds),

then the State shall acquire the land needed to enable the State to grant the Requested Land or Rights (including by compulsory acquisition if required).

(3) Where the conditions set out in Clause 31A(2) are satisfied in respect of any Requested Land or Rights so that Clause 31A(2) applies to the land needed to enable the State to grant the Requested Land or Rights, the State shall not be obliged to compulsorily acquire that land under any other provision of this Indenture.

(4) Clause 31(2) does not apply to any Requested Land or Rights.

(5) The Company shall reimburse to the State reasonable compensation previously agreed with the Company and paid by the State in respect of land acquired under Clause 31A(2) or the amount determined by a court as compensation in respect of the acquisition of that land under Clause 31A(2) (including reasonable costs of the State).

32. ROYALTIES

(1) In this Clause 32—

(a) "Extractive Minerals" means Product which comprises "extractive minerals" within the meaning of the Mining Act as at 1 July 2011;

(b) "Clean up Costs" means costs and charges (for example, imposed by a converter) for exceeding specified impurity levels in Product which is uranium concentrate;

(d) "GST" has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) and includes any other goods and services tax or any tax applying in a similar way;

(e) "Marketing Entity" means BHP Billiton Marketing AG or any other entity which is a related body corporate of the Company within the meaning of the Corporations Act 2001 (Commonwealth);

(f) "Prescribed Costs" means, in relation to Product, the following costs and expenses where genuinely incurred by the Company in respect of the sale of the Product—

(i) any GST in respect of the sale of the Product or any other Prescribed Costs;

(ii) costs incurred in transporting the Product from the Special Mining Lease to a port and in shipping the Product from a port to a purchaser (including, for example, packaging, storage, loading, permits, fees and insurance costs);

(iii) costs incurred in weighing, sampling and analysis, Clean up Costs and costs of administering transport, shipping, weighing, sampling and analysis;

(iv) for all Product except Copper Metal Product sold by the Company to a Marketing Entity, genuinely incurred marketing costs, agency fees and commissions, including labour costs for marketing staff (including, without limitation, those involved in sales, logistics management, finance and distribution) and general office, travel and miscellaneous costs associated with those staff members;

(v) for Copper Metal Product sold by the Company to a Marketing Entity, the margin deducted by the Marketing Entity when determining the contract price for the Copper Metal Product in accordance with the relevant contract (up to a maximum of 4% of the contract price); and

(vi) any other cost determined by the Minister to be deductible for the purposes of calculating royalties under this Indenture from time to time.

To avoid doubt, costs and expenses incurred or payable in respect of producing or stockpiling minerals within the Special Mining Lease are not Prescribed Costs;

(g) "Refined Product" means—

(i) Product with a copper, gold or silver metal content of at least 95%; and

(ii) any other Product of a type declared for the purposes of section 17 of the Mining Act to be a refined mineral product, an industrial mineral or a construction material with effect from 1 July 2011;

(h) "New Royalty" means any royalty or other charge or tax imposed on or in relation to the extraction, recovery or mining of minerals (including, for example, a resource rent tax) after the Ratification Date;

(i) "Quarter" means a period of three calendar months ending on the last day of March, June, September or December (or other period agreed, having regard to the Company's accounting practice, from time to time by the Minister and the Company).

(1A) Subject to the other provisions of this Indenture, the Company shall pay or cause to be paid to the State in respect of Product (other than Extractive Minerals used by the Company or an associated company) which leaves the Special Mining Lease within which the treatment plant is situated—

(a) after the Variation Date and at any time prior to and including the 45th anniversary of the Ratification Date, royalty at the following rates—

(i) for Refined Product, 3.5% of the value of the Product;

(ii) for Extractive Minerals sold to a third party for profit, 35 cents per tonne of the Product; and

(iii) for any other Product, 5% of the value of the Product; and

(b) after the 45th anniversary of the Ratification Date, royalty in accordance with Clause 32(3),

in accordance with the provisions of this Clause 32.

(2) For the purposes of calculating royalty, the value of Product is—

(a) for all Product except Copper Metal Product that is sold by the Company to a Marketing Entity, the contract price payable for that Product by the first third party purchaser at arm's length, including the value of any consideration that is not in the form of a monetary payment, and inclusive of GST; and

(b) for Copper Metal Product that is sold by the Company to a Marketing Entity, the contract price payable by the Marketing Entity (inclusive of GST, if any) after adding back the margin deducted by the Marketing Entity when calculating that contract price (to the extent that margin is a Prescribed Cost), provided that the total value of all Copper Metal Product delivered to a Marketing Entity in any calendar month for the purposes of calculating royalty shall never be less than the price for the Copper Metal Product calculated at the average of the daily London Metal Exchange Settlement Price for Grade A Copper (or if this price index ceases to exist, another appropriate index agreed between the Minister and the Company) during the calendar month (and grossed up to include any GST in respect of the sale of the minerals to the Marketing Entity),

in either case, less any Prescribed Costs payable in respect of the relevant sale. For the purposes of Clause 32(2)(b), Copper Metal Product is "delivered to a Marketing Entity" in a particular calendar month if and only if the contract price for the metal becomes payable during that month, within the terms of Clause 32(4)(a), and whether or not the metal is actually delivered during that month.

(2A) For the purposes of Clause 32(2)(a), a person is a "third party purchaser at arm's length" if the person—

(a) is an entity in which neither BHP Billiton Limited nor BHP Billiton Plc holds, directly or indirectly, more than a 15% ownership interest; and

(b) purchases Product on terms that are arm's length terms.

(2B) Clause 32(2) applies only in relation to royalty payable in respect of the period from the Variation Date to the 45th anniversary of the Ratification Date.

(3) After the 45th anniversary of the Ratification Date, royalty on Product shall, unless the Minister and the holders of each Special Mining Lease otherwise agree, be calculated and payable on the basis which, subject always to the provisions of Clause 34 as to non-discrimination and subject to the other provisions of this Indenture, is equivalent to that specified from time to time to be payable in respect of the mining of the relevant mineral as provided in the Mining Act. Any failure by the Minister and the holders to agree otherwise shall not be arbitrable.

(3A) Royalty on Product shall be paid in Australian currency on a Quarterly basis in accordance with Clause 32(4). The royalty payable for a Quarter shall be the total royalty on all Product for which the contract price becomes payable during that Quarter. For this purpose, an amount becomes payable when—

(a) the seller issues an invoice for the amount under the relevant contract; or

(b) the seller receives payment of the amount,

whichever occurs first.

(4) —

(a) The Company shall, during such time as it is obliged to pay royalties to the State pursuant to the preceding sub-clauses of this Clause 32, within 90 days after the last day of each Quarter, furnish or cause to be furnished to the Minister a return showing all particulars necessary to enable the calculation of the royalty payable for the Quarter, which return shall be accompanied by the amount of the royalty to be paid to the State in accordance with the return.

(b) Intentionally Omitted

(c) If any information required by the Company to calculate the royalty payable in respect of a Quarter is not available in time to enable the Company to prepare the return for that Quarter, the Company shall use an estimate of the relevant information for the purposes of the return. The Company shall, in the next return prepared in accordance Clause 32(4)(a) following when the required information becomes available, make an adjustment to the royalty payable to take account of the difference between the royalty calculated using the estimate in the earlier return and the royalty calculated using the now available information. If the final return made after the permanent cessation of mining activities on a Special Mining Lease relies on any estimates, the Company and the State shall make any adjustment necessary to take account of the difference between the royalty properly payable and the royalty actually paid as soon as reasonably practicable after the relevant information becomes available to the Company.

(d) For the purposes of calculating royalty, amounts in a currency other than Australian currency shall be converted into Australian currency at the mid-rate between the last bid and offer rates for the relevant currency reported or quoted by Reuters at 12pm Melbourne time on the relevant day. If Reuters does not provide a required rate, the applicable rate shall be the appropriate rate of exchange agreed between the Minister and the Company within 60 days of the end of the relevant Quarter. If no agreement is reached, the appropriate rate of exchange shall be determined by arbitration in accordance with Clause 49.

(5) Should the Minister so request within six months of the furnishing of any return furnished pursuant to Clause 32(4), the Company shall provide to the Minister as promptly as practicable after the request is made an auditor's report on the return by its external auditor. Within that six month period the State Auditor-General, a registered auditor approved by the Minister or the Minister may request from the Company reasonable and relevant information in respect of the return and the Company will provide that information. Any information provided by the Company shall be treated by the Minister, the State Auditor-General or any registered auditor appointed by the Minister on a strictly confidential basis and the right to request information shall include the right to examine that part of the books kept by the Company which relates to the Company's operations in respect of which royalty is payable pursuant to this Clause 32.

(6) If a report provided to the Minister by the State Auditor-General or other auditor appointed by the Minister disagrees with an external auditor's report provided by the Company under Clause 32(5), the Company and the Minister shall agree whether an adjustment should be made between the State and the Company of the amount of any royalty paid or which should have been paid under this Indenture, and such adjustment shall be promptly made between the State and the Company, provided always that if the Company and the Minister are unable to agree, the matter shall be referred to arbitration pursuant to Clause 49.

(7) The Minister and the Company may, by agreement, determine that a royalty will be payable on a basis different to that otherwise required in accordance with this Clause 32, and royalty shall be payable in accordance with the determination. A failure by the Minister and the Company to agree on a different basis shall not be arbitrable.

(8) Intentionally Omitted

(9) Intentionally Omitted

(10) Intentionally Omitted

(11) Intentionally Omitted

(12) —

(a) The Company shall keep or cause to be kept a record of the type, amount and form of all Product sold by the Company.

(b) The Company shall deliver or cause to be delivered to the Minister, within 30 days before each due date specified in Clause 32(4)(a), a copy of the record required to be kept under Clause 32(12)(a) in respect of the preceding Quarter, and the copy so delivered shall, in the absence of proof to the contrary, be deemed to contain a correct record of the details contained in it.

(13) Intentionally Omitted

(14) Intentionally Omitted

(15) Intentionally Omitted

(16) In the event that any royalty payable to the State by the Company pursuant to this Clause 32 is not paid within the time specified for payment, and remains unpaid for a period of 30 days after notice of such non-payment has been given by the Minister to the Company, the State may, by action in any Court of competent jurisdiction, recover the amount of such unpaid royalty as a civil debt.

(17) Failure by the Company to pay any royalty to the State pursuant to this Clause 32 shall not confer on the State any right to terminate this Indenture, and the remedies of the State in respect of such non-payment shall be limited to the remedies specified in Clause 32(16).

(18) To avoid doubt, and without affecting Clause 32(3), no royalty (including any New Royalty) shall be payable under the Mining Act (or any other Act) on minerals recovered from a Special Mining Lease.

(19) —

(a) If at any time a royalty is not generally payable under the Mining Act by the holder of a tenement under that Act in respect of a type of mineral recovered from land, the Company shall not be obliged to pay or procure the payment of any royalty under this Indenture in respect of minerals of that type recovered from a Special Mining Lease.

(b) If any New Royalty is imposed by any law of the Commonwealth on the Company in respect of any mineral under this Indenture, to the extent that royalty payable under the Mining Act in respect of that mineral is reduced by the State as a result of or in connection with the imposition of the New Royalty, a royalty payable under this Clause 32 in respect of that mineral shall be reduced so that the royalty does not exceed the amount of the reduced Mining Act royalty.

(c) If any New Royalty is imposed pursuant to an agreement with the Commonwealth to which the State is a party, the State will ensure that the Company is treated fairly and equitably, and is not discriminated against, taking into account the treatment of the holders of tenements under the Mining Act.

(d) If any New Royalty is, or is to be, imposed by a law of the Commonwealth in circumstances other than pursuant to an agreement with the Commonwealth to which the State is a party, the State shall use reasonable endeavours to attempt to ensure that the Company is treated fairly and equitably, and is not discriminated against, taking into account the treatment of the holders of tenements under the Mining Act, by making representations and submissions to the Commonwealth to that effect.

32A. PRODUCTION OF NON-MINESITE PRODUCT

(1) The Company may treat Non-minesite Materials on a Special Mining Lease subject to, and in accordance with, an EMP that has been approved by the Minister or determined by arbitration in accordance with Clause 11.

(2) Prior to the Company commencing to treat any Non-minesite Materials pursuant to Clause 32A(1), the Company shall provide to the Minister a Project Notice for the Subsequent Project comprising the treatment of the Non-minesite Materials, together with all of the details required to be provided under Clause 6(3), including, without limitation, details about the following matters—

(a) the supplier of the relevant Non-minesite Material;

(b) the expected volume by type of Non-minesite Product produced from the relevant Non-minesite Material; and

(3) The Company shall update the details provided under this Clause 32A if there is any material change to those details.

32B. ROYALTIES IN RESPECT OF NON-MINESITE PRODUCT

Intentionally Omitted

33. NO SPECIAL TAXES

The State covenants not to levy or impose, seek to levy or impose, or permit to be levied or imposed, a tax, duty, rent, charge, tariff, levy or any rate or other like impost—

(a) on Product or Non-minesite Product; or

(b) on or in respect of the sale of Product or Non-minesite Product; or

(c) on or in respect of the conduct, by the Company or an associated company, of a Project or Projects the subject of this Indenture; or

(d) on income derived by the Company or an associated company as a consequence of conducting a Project or Projects,

otherwise than is permitted pursuant to this Indenture, which discriminates adversely or unfairly against the Company within the meaning of Clause 34.

34. NON DISCRIMINATION

(1) It is the intention of the parties, which intention is fundamental to the making of this Indenture, that the State shall not do or cause to be done, or permit, any act, thing or omission, whether legislative, executive or administrative, either by itself, by any Minister of the Crown, by any State or other instrumentality or authority or by any servant or agent of the State or such instrumentality or authority, which discriminates adversely and unfairly against the Company, or the production, treatment, transport or sale of Product or Non-minesite Product, or any aspect of the conduct of a Project or Projects the subject of this Indenture, or any income derived from a Project or Projects.

(2) An act, thing or omission referred to in Clause 34(1) shall be deemed adversely and unfairly to discriminate against the Company, or against the production, treatment, transport or sale of Product or Non-minesite Product, or any aspect of the conduct of a Project the subject of this Indenture, or any income derived from a Project, if it results, upon its application, in a deprivation of the full enjoyment of the rights granted or intended to be granted to the Company under this Indenture, which is relatively greater or more onerous than the deprivation suffered generally by industrial or commercial enterprises in the State (having regard to the particular nature of the rights granted or intended to be granted under this Indenture) as a consequence of the same act, thing or omission. Without limiting the generality of the foregoing, the following factors shall be taken into account in determining whether there has been an adverse and unfair discrimination against the Company—

(a) the purpose of the relevant legislation, act, thing or omission;

(b) the effect or potential effect of any act, thing or omission;

(c) notwithstanding that any act, thing or omission is, or is expressed to be, of general application, whether the Company, or the production, treatment, transport or sale of Product or Non-minesite Product, or any aspect of the conduct of a Project or Projects the subject of this Indenture, or any income derived from a Project or Projects, is or are the only person or persons or thing or things affected or potentially affected by any such act, thing or omission.

(3) In the event that there is adverse and unfair discrimination against the Company, or the production, treatment, transport or sale of Product or Non-minesite Product, or any aspect of the conduct of a Project or Projects the subject of this Indenture, or any income derived from a Project or Projects, within the terms of this Clause 34, the Company may exercise all or any of the rights conferred upon it by Clause 52.

35. CONFIDENTIALITY

Except as expressly permitted by this Indenture, no party shall make public any information provided by another party pursuant to this Indenture without first obtaining the consent of the relevant party, and shall have due regard to any interests, obligations or commitments of that relevant party in relation to that information. To avoid doubt, nothing contained in this Clause shall restrict or inhibit in any manner the rights of any party pursuant to this Indenture pursuant to Clause 49.

36. ASSIGNMENT

(1) Subject to the provisions of this Clause 36, the Company may—

(a) at any time, as of right, mortgage, charge or otherwise encumber, in favour of any other person, the whole or any part of its interest under this Indenture (including its rights under any Special Tenement and any other lease, licence, easement, grant or other title (including an estate in fee simple)), and appoint, as of right, an associated company to exercise all or any of the powers, functions and authorities that are or may be conferred on it under this Indenture;

(b) at any time, with the consent of the Minister (which consent shall be subject to such conditions (which shall not include a guarantee given by the assignor to the Minister or the State) as the Minister thinks fit, but which shall not be unreasonably withheld), assign, sublet or otherwise dispose of, to a person or company (not being a subsidiary referred to Clause 36(1)(c)), the whole or any part of its interest under this Indenture, and appoint (with like consent, which consent shall not be unreasonably withheld, nor shall a guarantee be required from the Company for the giving of consent) any corporation or person (not being an associated company) to exercise all or any of the powers, functions and authorities referred to in Clause 36(1)(a);

(i) the Company; or

(ii) a company of which the Company is itself a subsidiary,

the whole or any part of its interest under this Indenture, provided, however, that if the Minister is satisfied that the wholly owned subsidiary is capable of properly discharging all of the obligations (whether financial or otherwise) arising from such assignment, subletting or disposition, he shall grant his consent; and

(d) an assignor shall be released from its liability under this Indenture to the extent of the interest of the assignor which is assigned.

(1A) Subject to the provision of this Clause 36, BHP Billiton Nickel West may at any time, as of right, assign to the Company the whole or any part of its interest under this Indenture.

(2) Notwithstanding the provisions of the Crown Land Management Act 2009 and the Pastoral Land Management and Conservation Act 1989, in so far as those Acts or either of them may apply—

(a) no assignment, mortgage, charge, other encumbrance, sublease or other disposition or appointment made or given pursuant to this Clause by the Company or any assignee, sublessee, disponee or appointee who has executed and is for the time being bound by deed of covenant made pursuant to this Clause; and

(b) no transfer, assignment, mortgage or sublease made or given in exercise of any power of sale contained in any such mortgage, charge or other encumbrance,

shall require any approval or consent (other than such consent as may be necessary from the Minister under this Clause or the consent of a prior mortgagee or chargee), 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 the consent of a prior mortgagee or chargee).

(3) The Company shall advise the Minister of every assignment, charge, encumbrance or disposition made, issued or given by it pursuant to this Clause 36.

(4) —

(a) The Company—

(i) may, with the consent of the Minister (which consent shall be subject to such conditions (which shall not include a guarantee given by the assignor to the Minister or the State) as the Minister thinks fit, but which shall not be unreasonably withheld), assign any rights under this Indenture to a person for the purpose of enabling or facilitating the construction, operation or maintenance by that person of any facilities, plant, equipment or infrastructure constructed or operated or to be constructed or operated under this Indenture ("Outsourced Element"); and

(ii) may, if, and to the extent, agreed by the Minister (in his absolute discretion, and on any terms the Minister considers reasonable), be released from obligations relating to the construction, operation or maintenance of Outsourced Elements in connection with an assignment of rights for the purpose of enabling or facilitating the construction, operation or maintenance of the Outsourced Element, to the extent those obligations have been assumed by the assignee.

(b) A right assigned to a person in accordance with this Indenture for the purpose of enabling or facilitating the construction, operation or maintenance of the Outsourced Element may not be terminated as a result of a failure to comply with any obligation unless the Minister has first given the Company 30 days' notice that it proposes to terminate the right and the Company has not, within that 30 day period, elected to have those rights reassigned to the Company. If the Company elects to have rights reassigned—

(i) the rights shall automatically revert to the Company; and

(ii) the Company shall contemporaneously assume any applicable obligations under the Indenture that it may have been released from in connection with the assignment of the rights to the person (as contemplated by Clause 36(4)(a)(ii)), provided that the Company shall not be liable for any breach or failure to comply with the assignee's obligations before the obligations are assumed by the Company under this Clause 36(4)(b) (including any obligation to remedy or cure any breach or failure).

(5) If the terms of a Special Tenement or other lease, licence, grant or other title expressly provide that a transfer, assignment, mortgage, charge, other encumbrance, sublease or other disposition of a right or interest under the Special Tenement, lease, licence, grant or other title does not require any approval or consent under this Clause 36, that approval or consent is not required under this Clause 36. However, the State is not, under any circumstances, required to agree to exclude any approval or consent requirement under this Clause 36.

37. LIABILITY OF JOINT VENTURERS

(1A) If, as a result of a permitted assignment by the Company of an interest under this Indenture, the Company and a third party share the rights and obligations under this Indenture in accordance with specified percentage interests (being undivided interests in the rights under the Indenture and interests in property arising pursuant to the Indenture in relation to a Project)—

(a) the Company and the third party will be taken to have formed a joint venture for the purposes of the Indenture and the relevant Project;

(b) for the purposes of this Indenture—

(i) "Joint Venturers" means collectively the Company and the third party and includes their respective successors and permitted assigns and "Joint Venturer" means any one of them or their respective successors and permitted assigns;

(ii) references in the Indenture to the Company will be read as references to the Joint Venturers; and

(iii) subject to Clause 37(5), the other provisions of this Indenture will be construed so as to give effect to the substitution of the Joint Venturers for the Company, so that they are treated in the same way as the “Joint Venturers” under the Indenture as originally executed, or in some other way which is reasonably required by the Minister and agreed by the Company (and failing agreement, as determined by arbitration in accordance with Clause 49);

(c) the Joint Venturers shall notify the Minister, on the giving of a Project Notice in accordance with Clause 6(2), of the particulars of the participating Joint Venturers in the Project and the percentage interest of each Joint Venturer in the Project; and

(d) the remaining provisions of this Clause 37 shall apply.

(1) The liability of each Joint Venturer under this Indenture shall be several and not joint nor joint and several and in respect of a Project shall, subject to the provisions of Clause 36 and this Clause 37, be limited to the percentage interest of that Joint Venturer notified to the Minister pursuant to Clause 37(1A) or Clause 37(3) (or any variation thereof advised to the Minister pursuant to Clause 37(2)) in the Project.

(2) In the event of any variation of the percentage interests of the participating Joint Venturers in a Project or the acquisition of a percentage interest in a Project by another Joint Venturer (which by such acquisition becomes a participating Joint Venturer in that Project), the Joint Venturers shall notify the Minister of the variation or acquisition within 30 days of the such variation or acquisition.

(3) If the Joint Venturers fail to notify the Minister pursuant to this Clause 37 of the participating Joint Venturers and their percentage interests in respect of a Project, the Joint Venturers shall be jointly and severally liable in respect of that Project until such time as a notice in such terms is given to the Minister, and from the giving of such notice the liability of the Joint Venturers shall be determined pursuant to Clause 37(1).

(4) Where, in respect of a Project, there is any non performance or only part performance of any of the obligations on the part of the participating Joint Venturers in respect of the Project, such participating Joint Venturers shall be liable in respect of that non performance or part performance in accordance with their percentage interests in that Project as notified to the Minister pursuant to Clause 37(1A), 37(2) or 37(3) notwithstanding that such non performance or part performance is attributable to some but not all of such participating Joint Venturers, provided always that the provisions of this Clause 37 shall not in any way affect the rights of the Joint Venturers or any of them as between them.

(5) The obligations and liability of the Joint Venturers or any of them in respect of any royalty payable in respect of Product shall be determined by the provisions of Clause 32. Each Joint Venturer shall only be required to pay royalty under Clause 32(1A) in respect of the Product owned by it.

38. FORCE MAJEURE

(1) Subject to this Clause 38, the time for the performance of any obligation under or arising out of this Indenture, except an obligation to pay money, which performance is delayed by circumstances beyond the reasonable control of the party to this Indenture responsible for the performance of such obligation, shall be extended by the period of the delay, but no longer than the continuance of the delay, and no party to this Indenture shall be liable in damages or otherwise to any other party, nor shall any action, claim or demand be taken or made against that party, by reason solely of such delay in the performance of such obligation in circumstances beyond the reasonable control of that party.

(2) The party to this Indenture responsible for the performance of any such obligation shall use all reasonable diligence to remove the circumstances beyond the reasonable control of that party as quickly as practicable after notice of those circumstances has come to its attention, except that the settlement of any strike, lockout or other industrial dispute shall be entirely within the discretion of any party directly concerned, and nothing in this Clause 38(2) shall require the settlement of the dispute by acceding to the demands of the opposing party or parties where such course is inadvisable, in the absolute discretion of the party concerned, and the exercise of such discretion shall not be arbitrable.

(3) Each party to this Indenture shall keep the other parties promptly informed of any delay in the performance of any obligation on its part under or arising out of this Indenture where such delay is caused by circumstances beyond the reasonable control of such party, of the likely duration of such delay, and of the cessation of such circumstances.

(4) In this Clause 38, the expression "circumstances beyond the reasonable control" shall include, without limitation, acts of God, force majeure, earthquakes, floods, storms, tempests, washaways, fires (unless caused by the actual fault or privity of the party responsible for such performance), acts of war, acts of public enemies, riots, civil commotions, strikes, lockouts, bans, "go-slow" activity, stoppages, restraints of labour or other similar acts (whether partial or entire), acts or omissions of the Commonwealth or any instrumentality (whether legislative, executive or administrative) of the Commonwealth or of any other government or governmental authority or instrumentality (whether legislative, executive or administrative), shortages of labour or essential materials, reasonable inability to obtain contractors, delays of contractors, inability profitably to sell Product, factors due to over-all world economic conditions, inability to obtain or delay in obtaining any Project Approval, delays arising from any submission to arbitration under Clause 49, or any other cause, whether of a kind specifically enumerated or otherwise, which is not reasonably within the control of the party to this Indenture carrying out or obligated to carry out any obligation under this Indenture.

(5) A party whose performance of any obligation is affected by any circumstances beyond the reasonable control of that party shall, as soon as reasonably practicable, give notice to the other parties to this Indenture of each event alleged to constitute such circumstances and shall, subject to Clause 38(2), use its best endeavours to minimise the effect of such circumstances as soon as practicable after they occur.

(6) Notwithstanding this Clause 38—

(a) Neither the State nor the Minister may rely upon any action within the reasonable control of the Government of the State, or of the Minister or any other Minister of the Crown in right of the State or other instrumentality of the Crown in right of the State or other competent authority of the State under its control, as constituting "circumstances beyond the reasonable control" of such party.

(b) The Company may not rely upon any action within the reasonable control of any associated or subsidiary company of the Company as constituting "circumstances beyond the reasonable control" of the Company.

39. PAYMENTS

(1) Where, under any provision of this Indenture, the Company or an associated company is liable to make any payment to the State, the Company or such associated company may, with the agreement of the Minister, in lieu of such payment, otherwise provide such payment or cause such payment to be provided to an amount equal to the particular liability.

(2) Where, under any provision of this Indenture, the Company or an associated company is liable to make any payment to the State for services and facilities to be provided by the State, or the State is liable to make any payment to the Company or to an associated company, the parties shall, subject to the relevant provision, enter into an agreement regarding the nature and extent of such payment prior to the commencement of any such work or expenditure.

40. COMMONWEALTH LICENCES AND CONSENTS

(1) The Company shall from time to time, where appropriate—

(a) make application to; or

(b) enter into negotiations with

the Commonwealth or the Commonwealth constituted agency, authority or instrumentality concerned—

(d) in relation to any agreement,

respectively, necessary to enable or permit the Company to perform any of its obligations under this Indenture.

(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, and use its best endeavours to assist in procuring, the grant to the Company or an associated company, as the Company may nominate to the Minister, of any licence or consent or in connection with any agreement mentioned in Clause 40(1).

41. TERMINATION OF INDENTURE BY THE STATE

(1) Unless otherwise expressly provided in this Indenture, the State may terminate this Indenture by not less than 180 days' notice to the Company in any one or more of the following events—

(a) if the Company is in default in the due performance or observance of any of the covenants or obligations on its part to be observed under this Indenture or any lease (including, without limitation, a Special Mining Lease or Special Buffer Zone Lease), licence (including, without limitation, the Pipeline Licence or a Special Water Licence), easement or other title or document granted under or pursuant to this Indenture and/or the ratifying Act, the default is material, and the default is not remedied (or active steps are not commenced and continued to remedy the default if the default is of a type not capable of speedy remedy), or compensation is not paid in respect of the default (in the case of default not capable of remedy but for which payment of compensation is adequate recompense to the State), within a period of 180 days after notice as provided in Clause 41(2) is given by the Minister to the Company, or if the alleged default is contested by the Company and within 60 days after such notice, it is submitted to arbitration in accordance with Clause 49, then within a reasonable time as fixed by the arbitration award where the question is decided against the Company; or

(b) if the Company abandons its operations (which expression shall not include placing the same on care and maintenance) under this Indenture or repudiates its obligations under this Indenture, and operations are not resumed within a period of 180 days after notice as provided in Clause 41(2) is given by the Minister to the Company.

(2) Notice of termination—A notice to be given by the Minister in terms of Clause 41(1) shall specify the nature of the default or other ground entitling the State to exercise such right of determination and shall be given to the Company and such assignees, mortgagees, chargees, other encumbrancees, sub-lessees, disponees and appointees for the time being of the Company's rights pursuant to Clause 36 whose names and addresses for service of notice have previously been notified to the State by the Company or by any such assignee, mortgagee, chargee, other encumbrancee, sub-lessee, disponee or appointee.

(3) The abandonment or the repudiation by the Company referred to in Clause 41(1)(b) means the abandonment or repudiation by all of them the Company and all assignees, disponees and appointees who have executed and are, for the time being, bound by a deed of covenant in favour of the State as provided in Clause 36.

(4) Termination by Effluxion of Time—Except as otherwise specifically provided in this Indenture or as is otherwise mutually agreed between the State and the Company, this Indenture shall terminate upon the expiry of the last to expire of the Special Mining Leases, as extended or renewed.

42. EFFECT OF TERMINATION BY THE STATE

(1) Upon termination of this Indenture as provided in Clause 41(1)—

(a) except as otherwise agreed by the Minister and subject to Clauses 42(2) and 42(3), the rights of the Company and associated companies to, in or under this Indenture and the rights of the Company and associated companies or any assignee, sub-lessee, mortgagee, chargee or other encumbrancee, to, in or under any Special Tenement, lease, licence, easement, grant or other title or right granted under or pursuant to this Indenture (other than estates in fee simple granted pursuant to Clause 24(3)), shall cease and determine, but without prejudice to the liability of the parties in respect of any antecedent breach or default under this Indenture or in respect of any indemnity given under this Indenture;

(b) the Company shall forthwith pay or cause to be paid to the State all moneys which may then have become payable or accrued due;

(c) the Company shall carry out such restoration of lands as may be reasonable and in accordance with its obligations pursuant to Clauses 10 and 11; and

(d) save as otherwise provided in this Indenture, the parties shall not have any claim against the other parties with respect to any matter or thing in or arising out of this Indenture.

(2) In the event of the cessation or determination of this Indenture as provided in Clause 41(1), the State shall have the right or option (which right or option the State may assign), exercisable within six months, to purchase in situ all or any fixed or movable plant and equipment located on any land occupied by the Company or an associated company in relation to a Project, at a fair valuation to be agreed between the relevant parties or failing agreement, determined by arbitration in accordance with Clause 49. The Company shall have the right to remove any such plant and equipment not purchased by the State.

(3) Before termination of this Indenture as provided in Clause 41(1), the Company may, as an alternative to Clause 42(2), at its option, to be exercised by notice to the Minister at any time prior to the cessation or determination of this Indenture, request that—

(a) the Special Tenements or any of them be converted to any appropriate tenement under the Mining Act, or other appropriate lease, licence, easement, tenure or right, of such form, so conditioned and for such term and at such rental, compatible and in accordance with legislation at that time in force in the State, as the Minister and the Company may agree; and

(b) any leases, licences, easements, grants and other titles and rights granted under or pursuant to this Indenture be preserved to the extent they relate to operations under Special Tenements that the Company seeks to have converted,

and the State may, if the Company has complied with Clause 42(1)(b), accede to such request.

(3A) If the Company assigns (in accordance with this Indenture) that part of its interest under this Indenture which relates to a particular piece of infrastructure to a party who is not an associated company (the "Third Party"), and the State subsequently terminates this Indenture under Clause 41(1)—

(a) Clause 42(2) shall not apply to plant and equipment of the Third Party; and

(b) Clause 42(3) shall not apply to any estate in fee simple, lease, easement or other right to occupy or use land ("Tenure Right") granted under or pursuant to this Indenture and of which the Third Party has the benefit, with the consequence that all such Tenure Rights (the "Original Tenure Rights") shall cease and determine on the termination of the Indenture,

but the State shall, at the request of the Third Party, grant to the Third Party Tenure Rights to replace the Original Tenure Rights, which new Tenure Rights shall be on terms not less favourable to the Third Party than those of the Original Tenure Rights, except that the period of any new Tenure Right shall be in accordance with the usual practice of the State when granting a similar right in relation to similar infrastructure.

(4) Final termination—The provisions of this Indenture shall terminate when all matters, acts and things required by or pursuant to this Indenture have been duly performed and completed.

42A. REHABILITATION BOND

(1) In this Clause 42A—

(a) "Acceptable Provider" means—

(i) an authorised deposit-taking institution under the Banking Act 1959 (Commonwealth); or

(ii) any other bank, bank holding company, non-bank financial institution or insurance company which is regulated by a government or government agency regulator,

which, in either case, holds a credit rating (or, in the case of an insurance company, a claims payable rating) by Standard & Poors Ratings Services of at least A- (or the equivalent rating by another recognised ratings agency);

(b) "Base Value" means, at any date, the amount included in the Company's audited annual financial statements as at the end of the preceding financial year and calculated in accordance with IFRS as a provision for the Company's obligations to carry out rehabilitation works in accordance with the EMP or EMPs;

(c) "IFRS" means the International Financial Reporting Standards as in force from time to time, or other internationally recognised reporting standards which are adopted by the Company from time to time;

(d) "Parent Company" means BHP Billiton Limited ABN 49 004 028 077;

(e) "Parent Company Guarantee" means a guarantee given by the Parent Company substantially in the form of the Twelfth Schedule or another form reasonably acceptable to the Minister;

(f) "PCG Amount" at any date means—

(i) if there is a Parent Company Guarantee at that date, the lower of—

(A) the amount of the maximum liability specified in the Parent Company Guarantee; and

(B) an amount equal to 50% of the Base Value at that date;

(ii) if there is no Parent Company Guarantee at that date—zero; or

(iii) if the Parent Company does not hold a credit rating by Standard & Poors Ratings Services of at least A- (or the equivalent rating by another recognised ratings agency) at that date—zero;

(g) "Performance Bond" means an unconditional undertaking given by an Acceptable Provider selected by the Company and substantially in the form of Eleventh Schedule (and governed by South Australian law or English law or any other law with the agreement of the Minister) or another form reasonably acceptable to the Minister;

(h) "Rehabilitation Obligations" means the obligations of the Company to undertake the rehabilitation of the minesite on completion of all substantive mining operations in accordance with the EMP or EMPs;

(i) "Rehabilitation Security" means—

(i) a Performance Bond; and

(ii) if and for so long as the Company so elects, a Parent Company Guarantee; and

(j) "Required PB Amount" at any date means the amount by which the Base Value exceeds the PCG Amount at that date.

(2) The Company shall provide Rehabilitation Security in the amounts and at the times required by, and otherwise in accordance with, this Clause 42A to secure the due and proper performance by the Company of the Rehabilitation Obligations.

(3) The Rehabilitation Security shall be provided within three months after receipt by the Company of a request in writing from the Minister and maintained for so long as required by the Minister, subject to this Clause 42A.

(4) The Rehabilitation Security shall comprise or include a Performance Bond in at least the amount determined in accordance with this Clause 42A(4).

(a) The initial amount of the Performance Bond shall be the Required PB Amount, which shall be notified by the Company in writing to the Minister, showing the calculation of the amount in reasonable detail based on the Company's audited annual financial statements as at the end of the preceding financial year.

(b) Not later than three months after the end of the preceding financial year in each year after the year in which the Rehabilitation Security is initially provided, the Company shall give notice in writing to the Minister of the recalculated Base Value based on the audited annual financial statements of the Company as at the end of the preceding financial year and the resulting recalculated Required PB Amount.

(i) the PCG Amount is reduced by operation of paragraph (iii) of the definition of that term above; or

(ii) the Company or the Parent Company gives 60 days' notice in writing to the Minister that it elects to terminate the Parent Company Guarantee,

the Company shall give notice in writing to the Minister within 30 days of the recalculated Required PB Amount based on the revised PCG Amount resulting from that reduction or termination.

(d) If the aggregate of the Required PB Amount as notified under Clause 42A(4)(b) or 42A(4)(c) and the then current PCG Amount is—

(i) less than 80% of the aggregate of the amount of the existing Performance Bond and the then current PCG Amount, then the Company may within 30 days provide to the State a new Performance Bond for the new Required PB Amount and in exchange the State shall return to the Company the existing Performance Bond; or

(ii) more than 120% of the aggregate of the amount of the existing Performance Bond and the then current PCG Amount, then the Company shall provide to the State a new Performance Bond for the new Required PB Amount and in exchange the State shall return to the Company the existing Performance Bond,

but otherwise there shall be no obligation on the Company to replace the existing Performance Bond unless it is due to expire in which case it shall be replaced on or before the expiry date by a Performance Bond for at least the same amount, subject to Clause 42A(5).

(5) If at any time the Company assigns part of its interest under this Indenture—

(a) the Company may recalculate the Required PB Amount based on the recalculated Base Value that would apply to its remaining proportionate interest (if any) under this Indenture and shall give notice in writing to the Minister of the recalculated Required PB Amount; and

(b) the Company may provide to the State a new Performance Bond for the new Required PB Amount and in exchange the State shall return to the Company the existing Performance Bond,

subject to and conditional upon the assignee providing a performance bond or parent company guarantee equivalent in quality to the Rehabilitation Security and equal in value to at least 100% of the Base Value minus the recalculated Base Value calculated for the purpose of this Clause 42A(5) (or as otherwise agreed by the Minister).

(6) The State shall not request or demand payment under or otherwise enforce any of the Rehabilitation Security unless and until—

(a) the Company has failed to substantially comply with the Rehabilitation Obligations;

(b) the Minister has notified the Company of its non-compliance and has directed the Company to take remedial action in accordance with Clause 11;

(d) the Minister has given the Company at least 45 days' written notice of the State's intention to demand payment under the Rehabilitation Security, and specifying the grounds on which the State is entitled to do so, the Rehabilitation Obligations for which the State intends to demand payment for under the Rehabilitation Security, the relevant rehabilitation works required and the costs of performing those rehabilitation works; and

(e) the Company has failed to pay the reasonable costs of performing the relevant rehabilitation works specified in the notice within the 45 day notice period.

(7) The State may only call that portion of the Rehabilitation Security necessary, and any proceeds of the security so called may be applied by the State, to meet the reasonable costs of performing the rehabilitation works required by the Rehabilitation Obligations to which Clause 42A(6) applies. Any proceeds not so applied or not reasonably required for that purpose shall be immediately paid by the State to the Company.

(8) The State shall return the Rehabilitation Security to the Company upon request by the Company if—

(a) substantive mining has ceased on Special Mining Leases and the Company has performed and complied with all Rehabilitation Obligations;

(b) the Company assigns the whole of its interest under this Indenture and its assignee provides a performance bond or parent company guarantee equivalent in quality to the Rehabilitation Security and equal at least to the Base Value; or

(c) this Indenture is terminated, unless the State determines within four months that mining is to be discontinued permanently on a Special Mining Lease and the relevant mine is to be rehabilitated by the Company in accordance with Clause 42(1)(c), and, in that case, the Company may provide to the State a new Performance Bond for the Required PB Amount, calculated on a Base Value limited to the amount provided for the Company's obligations to rehabilitate the relevant mine in accordance with Clause 42(1)(c), and in exchange the State shall return to the Company the existing Performance Bond.

(9) The Company shall not take any steps to injunct or otherwise restrain—

(a) the issuer of the Performance Bond from paying the State pursuant to the Performance Bond;

(b) the State from taking any steps for the purpose of enforcing the Rehabilitation Security; or

(10) The Minister may request from the Company (and the Company shall provide within a reasonable period) information for the purpose of providing to the Department of Primary Industries and Resources to review the quantum of costs attributed by the Company to carrying out rehabilitation works in accordance with the EMP or EMPs. Any information provided by the Company under this Clause 42A(10) shall be treated by the Minister and the Department of Primary Industries and Resources on a strictly confidential basis.

(11) If the Minister reasonably forms the view that the quantum of costs attributed by the Company to carrying out rehabilitation works in accordance with the EMP or EMPs is insufficient, the Company and the Minister shall agree an adjustment to that quantum of costs, provided that if the Company and the Minister are unable to agree the matter shall be referred to arbitration pursuant to Clause 49. For the avoidance of doubt, the application of IFRS to the quantum of costs to determine the Base Value is not a matter that is the subject of Clauses 42A(10), 42A(11) and 42A(12).

(12) If the Company and the Minister agree or a determination is made under Clause 49 that an adjustment to the quantum of costs is required under this Clause 42A, then the Company shall use the quantum of costs so agreed or determined as the basis for calculating the Base Value for the financial year immediately following the date of such agreement or determination.

(13) Any enforcement by the State of the Rehabilitation Security is without prejudice to any of the State's other rights under this Indenture (except in respect of any right to require the performance of, or the payment for, rehabilitation works to the extent that the amount called under the Rehabilitation Security is sufficient to meet the reasonable costs of performing the relevant works).

(14) The Minister may, notwithstanding Clause 35, make public the Base Value at any time.

43. STAMP DUTY EXEMPTION

(1) The State shall exempt from any stamp, gift or like duty—

(a) this Indenture;

(b) any instrument executed by the State pursuant to this Indenture granting to or in favour of the Company or any permitted assignee of the Company, or to an associated company, any lease, licence, easement, estate in fee simple or other right (including, without limitation, a Special Tenement) granted or demised under this Indenture;

(d) any policy of insurance taken out by the Company or an associated company against risks directly related to the subject matter of Clauses 13, 14, 15, 16, 17, 18, 21(2)(a), 21(2)(c) and 22, and any premium received by any company, person or firm required to be registered pursuant to section 33 of the Stamp Duties Act 1923 in respect of any such policy of insurance; and

(e) any other document or instrument to which the Minister agrees, which agreement, or the refusal to agree, shall not be subject to arbitration.

(2) Without derogating from Clause 43(1), the State shall exempt from stamp duty the proportion of the consideration or principal sum expressed in any instrument of mortgage, charge, bill of sale, debenture or other encumbrance, covenant or other security given by the Company or an associated company to secure the payment or repayment of any money advanced (whether by way of prepayment or otherwise), guaranteed or indemnified by any person for purposes directly related to the subject of Clauses 13, 14, 15, 16, 17, 18, 21(2)(a), 21(2)(c) and 22.

(3) The State shall exempt from stamp duty each amount or proportion of an amount which would otherwise be included in a statement lodged pursuant to section 31F of the Stamp Duties Act 1923, as it relates to loans to the Company or an associated company, and as certified by the Company to the Commissioner of State Taxation, to the extent of and attributable to the financing of the Company's or an associated company's participation in the activities contemplated by Clauses 13, 14, 15, 16, 17, 18, 21(2)(a), 21(2)(c) and 22.

(4) Intentionally Omitted

44. RESIDENTIAL TENANCIES ACT

The Residential Tenancies Act 1995 does not apply to an agreement that relates to residential premises which are situated in the townsite and which are the subject of a tenancy agreement to which the Company or an associated company is a party as a landlord.

45. TRADE PRACTICES ACT

Intentionally Omitted

46. NO PARTNERSHIP

Nothing in this Indenture shall constitute a partnership between the State and the Company or an associated company.

47. ENFORCEMENT

Enforcement of compliance with the provisions of this Indenture and with the conditions of any Special Tenement shall rest only with the State, the Minister and the Company.

48. STATE ASSISTANCE AND SUPPORT

(1) The State hereby covenants with the Company to give full support and sponsorship to all matters the subject of or contemplated by this Indenture, and not to do or omit to do, or cause to be done or omitted to be done, anything which would or might be inconsistent with the terms, objects and intent of this Indenture or prohibit or interfere with the performance of this Indenture and the contractual arrangements it establishes.

(2) Without limiting Clause 48(1), the State shall not, without the Company's prior written consent, grant to a person other than the Company or an associated company a right of a proprietary or contractual nature that would permit or purport to permit the grantee to interfere with the Company's operations under this Indenture.

(3) Subject to Clauses 48(5) and 48(6)—

(a) the Company, an associated company or any owner or operator of any facilities, plant, equipment or infrastructure constructed or operated under this Indenture is not subject to; and

(b) the State agrees that it shall not, by a legislative, administrative or other act (including in connection with the grant of an interest in land or in connection with any Project Approval, or otherwise), impose on the Company an associated company or any owner or operator of any facilities, plant, equipment or infrastructure constructed or operated under this Indenture,

a requirement to—

(i) any workers' accommodation facilities developed or used;

(ii) any Desal Infrastructure (as defined in Clause 13(17A)), the Storage Facilities (as defined in Clause 13(2)) or any other facilities, plant, equipment or infrastructure developed or used for monitoring, supply, storage, treatment, transportation, distribution or other use of water;

(iii) any railway facilities developed or used; or

(iv) any port or landing facilities developed or used,

under this Indenture;

(d) permit any person to have access to any of the facilities, plant, equipment or infrastructure identified in Clause 48(3)(c)(i), (ii), (iii) or (iv) for the purpose of—

(i) using any such facilities, plant, equipment or infrastructure; or

(ii) facilitating the use of any such facilities, plant, equipment or infrastructure by a person not mentioned in Clause 48(3)(a);

(e) provide any person any services involving the use of any of the facilities, plant, equipment or infrastructure identified in Clause 48(3)(c)(i), (ii), (iii) or (iv); or

(f) negotiate with any person or do any other thing to determine (or ascertain whether it is possible to determine) the terms and conditions on which a person might use, have access to for the purpose identified in Clause 48(3)(d), or be provided with any services involving the use of, any facilities, plant, equipment or infrastructure identified in Clause 48(3)(c)(i), (ii), (iii) or (iv).

(4) Subject to Clauses 48(6) and 48(7)—

(a) the Company, an associated company or any owner or operator of any facilities, plant, equipment or infrastructure constructed or operated under this Indenture is not subject to; and

(b) the State agrees that it shall not, by a legislative, administrative or other act (including in connection with the grant of an interest in land or connection with any Project Approval or otherwise), impose on the Company, an associated company or any owner or operator of any facilities, plant, equipment or infrastructure constructed or operated under this Indenture,

any requirement to develop any such facilities, plant, equipment or infrastructure to have any capacity in excess of what the Company requires for the purpose of any operations under this Indenture, unless the requirement is to ensure—

(c) the safety of people or property (including in relation to interconnecting infrastructure (if any) that may be under the control of other parties); or

(d) the protection of the environment.

(5) This Clause 48 applies in addition to, and is not limited by—

(a) Clause 16(5);

(b) Clause 17(12)(c);

(d) Clause 17(16); or

(e) any provision of this Indenture which confers a right to use, possess or exclude third parties from land, or facilities, plant, equipment or infrastructure constructed or used under this Indenture.

(6) Nothing in this Indenture excludes or modifies the application of any obligation or other requirement on the Company, an associated company or any owner or operator of any facilities constructed or operated under this Indenture which—

(a) relates to the supply or acquisition of gas or electricity, or services provided by infrastructure which is used to supply gas or electricity (including the development of such infrastructure), and is imposed—

(i) under the National Gas Law or the National Electricity Law; or

(ii) as a condition—

(A) on which the National Electricity Code Administrator granted the Company an exemption from compliance with certain obligations under the National Electricity Law concerning the Additional Power Line, which exemption took effect on 12 September 2003; or

(B) which may in future be imposed in connection with the exemption described in Clause 48(6)(a)(ii)(A), including as that exemption may be amended, supplemented or replaced;

(b) is imposed pursuant to an agreement of the Council of Australian Governments ("COAG") to establish a national legislative regime by way of concurrent uniform or mirroring legislation of, at least, the Parliaments of each State and Territory which is a member of COAG, provided that the relevant obligation or other requirement arises under an Act which the State is obliged to enact in order to fulfil its obligation, under the Council's agreement, to introduce uniform or mirroring legislation (or under regulations made under such an Act), and the inclusion of the relevant obligation or other requirement in the Act or regulations is essential to the State's fulfilment of its obligation, under COAG's agreement, to introduce uniform or mirroring legislation; or

(c) is imposed pursuant to an agreement of the Ministerial Council on Energy ("MCE") to establish a cooperative legislative regime by way of concurrent uniform or mirroring legislation of at least a majority of the Parliaments of each State and Territory which is a member of the MCE, provided that the relevant obligation or other requirement arises under an Act which the State is obliged to enact in order to fulfil its obligation, under the MCE's agreement, to introduce uniform or mirroring legislation (or under regulations made under such an Act), and the inclusion of the relevant obligation or other requirement in the Act or regulations is essential to the State's fulfilment of its obligation, under MCE's agreement, to introduce uniform or mirroring legislation.

(7) Nothing in this Clause 48 limits the operation of—

(a) Clause 13(17D)(d), (e) or (f); or

(b) any obligation arising under an express provision of Clause 16 or 17 (but not including, for the avoidance of doubt, those provision identified in Clause 48(5) above) which is necessarily inconsistent with this Clause 48.

(8) For the purposes of this Clause 48—

(a) "COAG" means the Council of Australian Governments established in May 1992, which comprises the prime Minister, State Premiers, Territory Chief Ministers and the President of the Australian Local Government Association, and includes any successor to that body;

(b) "Ministerial Council on Energy" means the Ministerial Council on Energy established on 8 June 2001, being the Council of Ministers with primary carriage of energy matters at national level comprising Ministers representing the Commonwealth, the States, the Australian Capital Territory and the Northern Territory, and includes any successor to that body;

(c) "National Electricity Law" means the National Electricity Law set out in the schedule to the National Electricity (South Australia) Act 1996, including, for the avoidance of doubt, the National Electricity Rules (as that phrase is defined in the National Electricity Law); and

(d) "National Gas Law" means the National Gas Law set out in the schedule to the National Gas (South Australia) Act 2008, including, for the avoidance of doubt, the National Gas Rules (as that phrase is defined in the National Gas Law).

49. ARBITRATION

(1) Where, pursuant to this Indenture, any question, difference or dispute arising between the State or the Minister and the Company or an associated company concerning any provision of this Indenture, or the meaning or construction of any matter or thing in any way connected with this Indenture, or the rights, duties or liabilities of the State, the Minister, the Company, an associated company or any statutory authority under or in pursuance of this Indenture, including any question whether the State, the Company or an associated company is in default under this Indenture, or as to any matter to be agreed upon between the State, the Minister, or any instrumentality of the State or any statutory authority, and the Company or an associated company, is to be referred to arbitration, such question, difference, dispute, matter or thing shall be referred to arbitration as provided in this Clause 49.

(2) Where, pursuant to this Indenture, any question, difference or dispute arising between a Crown corporation, a Crown instrumentality or a local authority and the Company or an associated company concerning any matter or thing arising out of the provisions of this Indenture is to be referred to arbitration pursuant to this Indenture, such question, difference or dispute shall, upon request of such Crown corporation, Crown instrumentality or local authority, or the Company or such associated company, be referred to arbitration as provided in this Clause 49.

(3) References to arbitration in this Clause 49 shall be to a single arbitrator to be agreed between all the parties to the arbitration and in the absence of agreement within 14 days of first attempting to reach agreement, shall be to two arbitrators, one to be appointed by the Company or an associated company (as applicable), and the other by the other party or parties to the arbitration, the two arbitrators to appoint their umpire before proceeding in the reference (a single arbitrator or two arbitrators and an umpire (as applicable) are in this Clause 49 referred to as the "arbitrators"), and every such arbitration shall be conducted in accordance with the provisions of the Commercial Arbitration and Industrial Referral Agreements Act 1986.

(4) The arbitrators, after hearing the representations of all parties directly involved in the question, difference or dispute, shall make such decision as is proper and just, having regard to the integration into the relevant Project as a whole of the question, difference or dispute the subject of the arbitration.

(5) Every such decision of the arbitrators shall remain in force for the period fixed by the decision and shall be binding on all persons affected by it.

(6) The Minister may, of his own volition, and shall, when requested by the Company, refer to arbitration under this Clause 49 any matter requiring decision under the provisions of this Indenture.

(7) —

(a) The arbitrators may direct that any party to any proceedings pay (whether by way of lump sum or otherwise) the whole, or such part as the arbitrators may think fit, of the costs of and incidental to those proceedings incurred by any other party to them, or any costs incurred by the arbitrators, and in the absence of any direction, the party whose submission is not upheld (and if no submission is upheld, by the parties to the reference equally) shall pay such costs.

(b) In case of difference as to the amount of any costs (except a lump sum amount) which the arbitrators direct to be paid, such costs shall be taxed by a taxing officer of the Supreme Court of the State as if the arbitration proceedings had been proceedings in the said Court. A direction or decision of the arbitrators as to costs may be enforced in the same manner as a Judgment or Order of that Court.

(8) The State, the Minister, a State instrumentality or statutory or other authority, a local authority, the Company or an associated company shall not be entitled to commence or maintain any action or other proceedings whatever in respect of any question, difference, dispute, matter or thing which, under the provisions of this Indenture, may be referred to arbitration, until such claim, question, difference or dispute has been referred to and determined by arbitration, and then only for the amount of money or other relief awarded by arbitration, provided that the foregoing provisions of this Clause 49(8) shall not apply should the State or the Company or an associated company seek declaratory Orders from the Supreme Court of the State (which they are expressly empowered to do) upon any matter in or arising out of this Indenture.

(9) An award made on an arbitration pursuant to Clause 7(6) shall have force and effect as follows—

(a) if, by the award, the submission of the applicant is upheld, the award shall take effect as a notice by the Minister that he approves the matter or matters the subject of the arbitration; or

(b) if, by the award, the submissions of neither the applicant nor the Minister are upheld, and the parties to the dispute, by notice to each other given within two months of the date of the award, agree to accept the terms of the award, then such award shall take effect as a notice by the Minister that he approves in terms of the award the matter or matters the subject of the arbitration.

(10) Any arbitration decision under this Clause 49 may, upon the application of the State or the Company or an associated company, be made an Order of a Court of competent jurisdiction and may be enforceable as such.

(11) Where any matter is, by this Indenture, required to be referred to arbitration in the absence of agreement, and no time for reaching agreement is specified, the matter in question may be referred to arbitration if no agreement is reached within three months of the relevant persons first conferring in respect of the matter.

(12) Except where expressly provided to the contrary, any question, difference or dispute arising pursuant to Clauses 1(2)(f), 6, 7, 7A, 8, 9, 10, 11, 13, 14, 14A, 15, 17, 18, 19, 21, 22, 24, 24A, 24B, 25, 27, 29, 31, 31A, 32, 38 and 39(2) shall be referred to arbitration pursuant to this Clause 49.

50. INDEPENDENT EXPERT

Intentionally Omitted

51. PROVISIONS APPLICABLE TO SPECIAL TENEMENTS

(1) Every Special Tenement shall be issued in sufficient number for each lessee or licensee to receive one copy, and, after being duly executed by all the parties, shall be forwarded to the Mining Registrar, who shall insert one copy in a book, to be called the Register of Special Tenements, and shall forward the other copies to the lessees or licensees.

(2) The Mining Registrar, upon all relevant documents (or copies), including all copies of the relevant Special Tenement, being produced to him, shall make the appropriate notations in the Register of Special Tenements and upon each copy of the relevant Special Tenement.

(3) The holders of a Special Tenement may, from time to time, (with abatement of future rent or other expenditure obligation (if any) in respect to the area surrendered, but without any abatement of the rent already paid or any rent which has become due and has been paid in advance or any such obligation already discharged), surrender to the State all or any portion or portions (of reasonable shape and size) of the lands the subject of such Special Tenement, and such surrender shall be accepted by the State, provided that any surrender of a Special Buffer Zone Lease in respect of a mine buffer zone shall be subject to the consent of the Minister, which shall not be unreasonably withheld.

52. DEROGATING LEGISLATION

Without in any way derogating from the rights or remedies of the Company or an associated company in respect of a breach of this Indenture, if the Parliament of the State should at any time enact legislation which materially modifies the rights or materially increases the obligations of the Company or an associated company under the ratifying Act or under this Indenture, or materially reduces the obligations of the State under the ratifying Act or under this Indenture, the Company shall have the right to terminate this Indenture by notice to the State, and to require the Special Tenements or any of them to be converted to any tenement under the Mining Act or other lease, licence, easement, tenure or right, of such form, so conditioned and for such term and at such rental, compatible with legislation at that time in force in the State, as the Minister and the Company may agree.

53. EXTENSIONS OF TIME

(1) Notwithstanding any provision of this Indenture, 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 Indenture, 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, and any decision of the Minister under this Clause 53(1) shall not be arbitrable.

(2) Intentionally Omitted

(3) Intentionally Omitted

(4) Intentionally Omitted

(5) Intentionally Omitted

(6) Intentionally Omitted

(7) Intentionally Omitted

(8) Intentionally Omitted

54. NOTICES

(1) Any notice, consent, communication or other writing authorised by or required by this Indenture to be given or sent shall be deemed to have been duly given or sent, by the State, if signed by the Minister or by any person acting under the authority of the Minister, and forwarded by prepaid post to the Company at its principal office for the time being in the State, and by the Company, if signed on its behalf by a director, manager or secretary of the Company or by any person or persons authorised by the Company in that behalf or by its solicitors (which solicitors have been notified to the State from time to time), and forwarded by prepaid post to the Minister, and any such notice, consent, communication or writing shall be deemed to have been duly given or sent (unless the contrary be shown) on the day on which it would be delivered in the ordinary course of post, provided that any such notice, consent, communication or other writing may be given by facsimile transmission, and when despatched to such facsimile number as the relevant addressee may specify for such purpose to the other parties by notice in writing, shall be deemed to be duly given and signed on the date of despatch if the facsimile machine from which it is sent produces a report that states that it was sent in full, provided transmission is completed during normal business hours on a business day in the place of the addressee, and if it is not so completed, shall be deemed to be duly given and signed upon the commencement of normal business hours on the next business day in the place of the addressee after transmission is completed.

(2) The Company may appoint a manager, being an associated company, to administer various aspects of this Indenture and to act as the agent of the Company in matters relating to this Indenture. The manager, when appointed and notice of such appointment has been given to the Minister, shall have authority to give and receive a notice, consent, communication or other writing in accordance with Clause 54(1).

(3) Where the Minister has, in accordance with the provisions of this Indenture, been provided with the names and addresses of mortgagees, chargees and other encumbrancees and sub-lessees of the Company or an associated company, the Minister or the State shall give or cause to be given to them a copy of any notice given to the Company or the relevant associated company pursuant to Clause 54(1), provided that failure on the part of the Minister or the State to do so in any case shall not be held to invalidate any notice duly given to the Company or the relevant associated company, and provided further that neither the Minister nor the State shall be liable for any damages, costs or expenses suffered or incurred by any person as a result of any failure to give a copy of any such notice to any mortgagee, chargee or other encumbrancee or sub-lessee.

55. CONSULTATION

The Company shall, during the currency of this Indenture, consult with and keep the State informed on a confidential basis concerning any action that it or an associated 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 Indenture.

56. VARIATION

(1) The parties may from time to time, by agreement in writing, add to, substitute for, cancel or vary all or any of the provisions of this Indenture, or of any Special Tenement, lease, licence, easement or right granted or intended to be granted under this Indenture, for the purpose of more efficiently or satisfactorily implementing or facilitating any of the objects of this Indenture.

(2) The Minister shall cause any agreement made pursuant to Clause 56(1) to be laid on the Table of each House of the Parliament of South Australia within twelve sitting days next following its execution.

(3) Either House may, within twelve 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) Intentionally Omitted

57. APPLICABLE LAW

This Indenture shall be governed by and construed in accordance with the law for the time being applicable in the State, and the parties to this Indenture consent and submit to the jurisdiction of the Courts of the State and to all Courts having jurisdiction and being competent to hear appeals from those Courts.

FIRST SCHEDULE

SOUTH AUSTRALIA—SPECIAL WATER LICENCE

His Excellency the Governor in and over the State of South Australia, in the Commonwealth of Australia, pursuant to and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act, 1982, and of all other powers enabling him in that behalf, doth hereby grant to ("the Licensees" which expression shall include their and each of their respective successors and assigns) an exclusive licence to draw water from the areas and water sources specified in Item A of the Schedule to this Licence ("the source or area") subject only to and upon the terms and conditions below.

WHEREAS—

(a) The State of South Australia ("the State") has entered into an Indenture with the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited which Indenture is dated the 3rd day of March 1982 ("the Indenture").

(b) The Parliament of the State has ratified the Indenture by the enactment of the Roxby Downs (Indenture Ratification) Act, 1982.

(c) Pursuant to the Indenture the State undertook upon satisfaction of certain conditions precedent to grant a Special Water Licence upon the terms and conditions set out in the Indenture.

(d) The said conditions precedent now being satisfied the State has executed this Special Water Licence in partial satisfaction and fulfilment of its obligations pursuant to the Indenture (and in particular pursuant to Clause 13 of the Indenture).

TERMS AND CONDITIONS

1. The Licensees shall be at liberty subject only to the express provisions of this Special Water Licence and the Indenture to draw water from the source or area for such purposes consistent with the provisions of the Indenture as they shall in their absolute discretion think fit.

2. The Licensees shall not be at liberty to withdraw water except for exploration construction and testing purposes until the agreement has been reached between the Water Minister and the Licensees as provided in Clauses 13(8)(a), 13(8)(c) and 13(8)(d) of the Indenture.

3. —

(a) If the Water Minister has reason to believe that the continued abstraction of water by the Licensees from the designated area will be detrimental to the source or area or that there is a reasonable possibility of a complete or partial failure of the water supply therefrom, the Water Minister may issue to the Licensees a notice requiring them to restrict the abstraction of water from the designated area to the limit set out in the notice.

(b) The Water Minister may, if he or she is of the opinion that an emergency situation exists, give not less than ninety six hours' notice to the Licensees requiring them to limit the amount of water which may be taken from the source or area at any one time or from time to time to the maximum which such source or area is hydrologically capable of safely supplying.

(c) In the event that the Water Minister shall at any time limit the amount of water to be taken from the source or area the obligation of the State and the Licensees shall be as set forth in Clause 13(9) of the Indenture.

4. The Licensees may construct all necessary bores, valves, pipelines, meters, tanks, equipment and appurtenances necessary to draw, transport, use and dispose of water drawn from the source or area and the Licensees shall to the extent that it is practical and economical for them to do so design, construct and operate or cause to be designed, constructed or operated all such plant so as to promote the most efficient use of water.

5. The State shall be at liberty to grant to third parties (including where applicable the State) rights to draw water from the source or area only in accordance with the provisions of Clause 13(13) of the Indenture.

6. This licence shall commence on the day of, and expire upon subject to any renewal or renewals in accordance with this Licence.

7. An application for renewal of this Licence shall be made by the Licensees to the Minister.

8. The Licensees pursuant to Clause 51(3) of the Indenture shall be at liberty to surrender any portion or portions of the lands the subject of this Licence by giving to the Water Minister three calendar months' notice in writing of their intention or desire so to do. The State shall not terminate this Licence except by notice to the Licensees in accordance with the provisions of Clauses 41 and 42 of the Indenture.

9. The conditions of the Licence may be amended or modified or compliance with any such conditions may be waived by agreement in writing between the State and the Licensees and not otherwise.

10. If any question, difference or dispute shall arise under or in relation to this Licence between the State and the Licensees or any of them concerning any provisions of this Licence or the meaning or construction of any matter or thing arising under or in any way connected with this Licence or the rights, duties or liabilities of either the State or the Licensees or any of them under or in pursuance of the provisions of this Licence including any question of whether the State or a Licensee is or are in default under any provisions of this Licence then and in every such case the question, difference, dispute, matter or thing shall be referred to arbitration in accordance with the procedure set out in Clause 49 of the Indenture and accordingly the Licensees shall waive any right of appeal afforded by the provisions of the NRM Act.

11. This Licence and any transfer, mortgage or other dealing with this Licence shall be recorded in accordance with the provisions of Clause 51 of the Indenture.

12. Any notice to be given or demand to be made by the Licensees or by or on behalf of the Water Minister shall be given or made as specified in Clause 54 of the Indenture.

13. In the construction of this Licence each and every word, term or expression defined or used in the Indenture shall have the same meaning when used in this Licence as in the Indenture; words importing one gender shall include the other genders; the singular shall include the plural and vice versa.

IN WITNESS whereof this Licence has been granted and executed by His Excellency the Governor of the State and by the Licensees.
His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed on the	............................................................ ............................................................ ............................................................

SECOND SCHEDULE

SOUTH AUSTRALIA—SPECIAL MINING LEASE

SOUTH AUSTRALIA

OLYMPIC DAM PROJECT

SPECIAL MINING LEASE

Number

His Excellency the Governor of the State of South Australia in conformity with and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act 1982, and of all other powers enabling him in that behalf, leases to

BHP Billiton Olympic Dam Corporation Pty Ltd as to a 100% interest/ associated company ,

("Lessee" which expression includes it and each of its successors and assigns) all that piece of land containing approximately insert hectares and situated at insert in the State of South Australia more particularly described in Schedule 1 ("Land") including in such Lease, subject to the provisions of the Indenture, the following RIGHTS AND LIBERTIES for the Lessee and the Lessee's agents, contractors, servants and workmen to the exclusion of all other persons, subject to the provisions of the Indenture—

(1) to enter into and occupy the Land;

(2) to explore for all minerals in or upon the Land;

(2A) to conduct any mining operations (as defined in the Mining Act) within the Land;

(2B) to conduct, construct, operate and maintain (as applicable) all mineral processing and treatment (including milling, concentration, refining and smelting) operations, facilities, works, infrastructure and activities, including—

(a) in relation to minerals extracted from the Land and minerals extracted from any land comprised in a Special Mining Lease ; and

(b) anything done or capable of being done in accordance with the Indenture;

(3) for or incidental to the purposes above, in or upon the Land—

(a) to cut and construct races, drains, dams, reservoirs, roads, railways and tramways;

(b) to erect offices, building works and machinery; and

(4) to sell and dispose of the minerals obtained from the Land and to utilise those minerals for any commercial or industrial purpose,

TO HOLD the Land with the appurtenances to the Land to the Lessee for the period insert period (the "Term") subject to any extension or extensions of the period for the purpose of exploration and mining on the Land all minerals together with the rights and liberties granted above YIELDING AND PAYING to the State the rental and the royalty specified in Clauses 1 and 2 of the covenants set out below.

AND IT IS AGREED AND DECLARED as follows—

1. Subject to Clause 34 of the Indenture the Lessee shall pay to the State at the office of the Minister or such other place as shall be agreed between the parties yearly in advance on the first day of insert month in each year during the Term, rental in accordance with Clause 19(5) of the Indenture.

2. The Lessee shall pay or cause to be paid to the State at the office of the Minister or such other place as shall be agreed between the parties royalty at the times in the manner and at the rates specified in Clause 32 of the Indenture.

3. The property in the minerals contained in the Land shall pass to the Lessee at the time the mineralized rock is brought to the surface notwithstanding that royalty shall not at that stage have been paid in respect of the minerals.

4. The Lessee shall observe the provisions of all regulations relating to the mining, treatment, storage and transport of radioactive ores and the management of waste relating to the mining, treatment, storage and transport of radioactive ores as provided for in the Indenture.

5. The Lessee shall keep and maintain such records and reports as may properly be required of it and forward to the Minister or other relevant authority of the State all such records and reports so required to be forwarded pursuant to the Indenture.

6. The Lessee shall permit the Minister or the Director of Mines or any person duly appointed by either the Minister or the Director at all proper and reasonable times during the Term to enter into and upon the Land to view and examine the mining operations conducted or performed in pursuance of this Lease.

7. Subject to due performance and observance by the Lessee of its obligations under this Lease, this Lease shall be extended in accordance with, subject to and for the periods of time set out in the provisions of Clause 19 of the Indenture. An application for extension of this Lease shall be made by the Lessee to the Minister.

8. That the Lessee shall be at liberty from time to time (with abatement of future rent in respect of the area surrendered but without any abatement of the rent already paid or any rent which has become due and has been paid in advance) to surrender this Lease in respect of all or any portion (of reasonable shape and size) of the Land by giving to the Minister three calendar months' notice in writing of the Lessee's desire or intention so to do.

9. The State may terminate this Lease for any substantial breach of the conditions set out in this Lease in accordance with the provisions of Clause 41(1)(a) of the Indenture.

10. This Lease may be varied by agreement in writing between the State and the Lessee and not otherwise, provided that any failure to agree shall not be subject to arbitration pursuant to Clause 49 of the Indenture.

11. The area comprised in this Lease shall be subject to correction to accord with any survey to be made by and at the cost of the Lessee.

12. That the Lessee will cause to be made and maintained a survey of the mine workings located within the Land and cause to be forwarded to the Department of Primary Industries and Resources of South Australia a map or plan of such survey.

13. That the Lessee will at all times during the Term keep and preserve the mines and premises in good mechanical order repair and condition and in such good mechanical order repair and condition at the end or other sooner determination of the Term deliver peaceable possession of the mines, premises and of all and singular the Land to the State or to some officer duly authorized by it to receive possession of the mines, premises and Land.

14. That the Lessee will not during the Term without the written consent of the Minister first had and obtained use or occupy or permit to be used or occupied the Land other than for the purpose of exercising the rights and liberties granted above.

15. The Lessee shall not be obliged to build or keep a fence around the Lease, except as necessary to comply with occupational, health and safety laws (as modified by the ratifying Act).

16. The obligations to pay royalty imposed on the Lessee as provided above shall be as provided in Clause 32 of the Indenture.

17. This Lease and any Transfer, Mortgage or other dealing with this Lease shall be recorded in accordance with the provisions of Clause 51 of the Indenture.

18. The Minister may exempt the Lessee from any obligation to comply with any condition of this Lease.

19. Any notice to be given or demand to be made by the Lessee or by or on behalf of the Minister shall be given or made as specified in Clause 54 of the Indenture.

20. If any question difference or dispute shall arise under or in relation to this Lease between the State and the Lessee concerning any provision of this Lease or the meaning or construction of any matter or thing arising under or in any way connected with this Lease or the rights duties or liabilities of either the State or the Lessee under or in pursuance of the provisions of this Lease including any question whether the State or the Lessee is in default under any provisions of this Lease then and in every such case the question difference or dispute matter or thing shall be referred to arbitration in accordance with the procedure set out in Clause 49 of the Indenture.

21. That the Lessee will report to the Minister when petroleum or substances governed by the Petroleum Act are discovered in or upon the Land.

22. In the construction of this Lease each and every word term or expression defined in the Indenture shall have the same meaning where used in this Lease words importing one gender shall include the other genders, and singular shall include the plural and vice versa and when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the ratifying Act" means the Roxby Downs (Indenture Ratification) Act 1982 as from time to time supplemented, varied or amended;

"Land" includes any part of the Land;

"Term" includes any extensions of the Term;

"the Indenture" means the Indenture dated the 3 March 1982 between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "The Roxby Downs (Indenture Ratification) Act, 1982" as from time to time supplemented, varied or amended.

IN WITNESS of this Lease, this Lease has been executed by His Excellency the Governor of the State and by the Lessee.
His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed on the .	............................................................
The Common Seal of the Lessee was affixed in the presence of	............................................................

SCHEDULE 1—LAND

The area bounded by a line joining the points of coordinates set out in the following table—

Identifier	Longitude	Latitude

The below map of the Land is for reference only.

insert map

THIRD SCHEDULE

ELIGIBLE EXPLORATION LICENCE

The area of the proposed Special Mining Lease for Wirrda Well is a rectangle bounded as follows—

commencing at a point being the intersection of latitude 30°37′25″ South and longitude 136°53′05″ East, then east to longitude 137°01′04″ East, south to latitude 30°42′54″ South, west to longitude 136°53′05″ East, then north to the point of commencement.

All geographic coordinates are expressed in terms of the Geocentric Datum of Australia 1994 (GDA94) as described in the Commonwealth of Australia Gazette GN35 of 6 September 1995.

FOURTH SCHEDULE

SPECIAL BUFFER ZONE LEASE (MINE)

His Excellency the Governor in and over the State of South Australia in the Commonwealth of Australia in conformity with and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act, 1982, and of all other powers enabling him in that behalf, doth hereby lease to (the "Lessee" which expression shall include its successors and assigns) all that piece of land containing square kilometres or thereabouts and situated at in the State of South Australia more particularly described and delineated in the plan annexed hereto (which together with any additions is called "the land") to be held by the Lessee for a term of twenty one years commencing on the day of until and including the day of subject to any extension or extensions at a yearly rent of one dollar ($1.00) to be paid yearly in advance SUBJECT ONLY to the covenants and conditions stated below.

COVENANTS

1. The Lessee shall during the term of this Lease—

(i) subject to Clause 34 of the Indenture, pay the rent to the State at the offices of the Minister for Mineral Resources Development or such other place as shall be agreed between the parties yearly in advance on the first day of in each year during the term;

(ii) forthwith commence to destroy and during the term of the Lease use reasonable means to keep the land free from vermin and pests;

(iii) take adequate measures to safeguard the public, the work force and the environment in relation to operations under the Indenture;

(iv) carry out, in accordance with any approved environmental management programme, any necessary planting and take adequate measures to preserve the vegetation in the zone, prevent erosion of its surface, and rehabilitate any degradation of the zone.

2. The Lessee shall not assign, sublet, charge or encumber the whole or any part of the land or this Lease otherwise than in accordance with the Indenture.

CONDITIONS

3. The Lessee shall be entitled to use the land for any purpose specified in Clause 25 of the Indenture.

4. This Lease may be varied by agreement in writing between the State and the Lessee and not otherwise and failure to agree shall not be arbitrable pursuant to Clause 49 of the Indenture.

5. An application for extension of this Lease shall be made by the Lessee to the Minister.

6. Except as otherwise provided if any question, difference or dispute shall arise under or in relation to this Lease between the State and the Lessee concerning any provision of this Lease or the meaning or construction of any matter or thing arising under or in any way connected with this Lease or the rights, duties or liabilities of either the State or the Lessee under or in pursuance of the provisions of this Lease including any question of whether the State or the Lessee is or are in default under any provisions of this Lease then and in every such case the question, difference or dispute, matter or thing shall be referred to arbitration in accordance with the procedure set out in Clause 49 of the Indenture.

7. This Lease and any Transfer, Mortgage or other dealing with this Lease shall be recorded in accordance with the provisions of Clause 51 of the Indenture.

8. The Minister may by notice in writing exempt the Lessee from any obligation to comply with any condition of this Lease and may waive payment of or grant time or indulgence for the payment of any Rental or other amount due under this Lease.

9. The area comprised in this Lease shall be subject to correction to accord with any Survey to be made by and at the expense of the Lessee and shall be subject to variance in accordance with Clause 25(2) of the Indenture.

10. Any notice to be given or demand to be made upon the Lessee by or on behalf of the Minister shall be given or made as specified in Clause 54 of the Indenture.

11. In the construction of this Lease each and every word term or expression also defined or used in the Indenture shall have the same meaning when used in this Lease; words importing one gender shall include other genders; the singular shall include the plural and vice versa; when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the land" includes any part thereof and any lands substituted therefor;

"the Indenture" means the Indenture dated the 3rd day of March 1982 and made between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "The Roxby Downs (Indenture Ratification) Act, 1982" as from time to time supplemented, varied or amended.

IN WITNESS whereof this Lease has been granted and executed by the State of South Australia.
His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed on the (Execution by Lessee)	............................................................ ............................................................ ............................................................

FIFTH SCHEDULE

DESCRIPTION OF THE OLYMPIC DAM AREA

The Olympic Dam area is an area bounded as follows—

Before the Variation Date—

commencing at a point being the intersection of latitude 30° 23′S and longitude 136° 50′E thence east to longitude 136° 57′E, south to latitude 30° 30′S west to longitude 136° 50′E and north to point of commencement.

On and after the Variation Date—

commencing at a point being the intersection of latitude 30°18′55″ South and longitude 136°44′05″ East, then east to longitude 136°50′04″ East, south to latitude 30°19′55″ South, east to longitude 137°00′34″ East, south to latitude 30°29′40″ South, then south-westerly following the geodesic to the intersection of latitude 30°31′54″ South and longitude 136°58′08″ East, then west to the western boundary of Allotment 2025 in Deposited Plan 36445, then generally north-westerly following said boundary to latitude 30°30′40″ South, then west to the eastern boundary of Allotment 2114 in Deposited Plan 77526, then generally southerly following said boundary to latitude 30°31′54″ South, then west to longitude 136°44′05″ East, then north to the point of commencement.

All geographic coordinates are expressed in terms of the Geocentric Datum of Australia 1994 (GDA94) as described in the Commonwealth of Australia Gazette GN35 of 6 September 1995.

SIXTH SCHEDULE

DESCRIPTION OF THE STUART SHELF AREA

THE STUART SHELF AREA, is an area bounded as follows—

Commencing at a point being the intersection of latitude 29° 45′S and longitude 136° 36′E, thence east to longitude 136° 48′E south to latitude 29° 48′S, east to longitude 136° 57′E, south to latitude 30° 09′S, east to longitude 137° 19′E, south to latitude 30° 12′S, east to longitude 137° 32′E, south to latitude 30° 25′S, east to longitude 137° 52′E, south to latitude 30° 37′S, east to longitude 138° 00′E, south to latitude 30° 49′S, west to longitude 137° 55′E, south to latitude 31° 09′S, west to longitude 137° 50′E, south to latitude 31° 25′S, west to longitude 137° 39′E, south to latitude 31° 45′S, west to longitude 137° 30′E, north to latitude 31° 35′S, west to longitude 137° 25′E, north to latitude 31° 15′S, east to longitude 137° 30′E, north to latitude 31° 00′S, west to longitude 137° 23′E, south to latitude 31° 15′S, west to longitude 137° 18′E, north to latitude 31° 07′S, west to longitude 137° 06′E, south to latitude 31° 10′S, west to longitude 136° 51′E, north to latitude 31° 07′S, west to longitude 136° 49′E, north to latitude 30° 55′S, east to longitude 136° 57′E, north to latitude 30° 49′S, west to longitude 136° 44′E, north to latitude 30° 42′S, west to longitude 136° 41′E, north to latitude 30° 17′S, west to longitude 136° 35′E, north to latitude 30° 13′S, west to longitude 136° 30′E, north to latitude 29° 53′S, east to longitude 136° 36′E and north to the point of commencement, but excluding—

(1) The area bounded as follows—

Commencing at a point being the intersection of latitude 30° 23′S and longitude 136° 50′E, thence east to longitude 136° 57′E, south to latitude 30° 30′S, west to longitude to 136° 50′E and north to the point of commencement.

(2) The surface stratum of the area known as the Andamooka Precious Stones Field to a depth of 50 metres.

The area of the Andamooka Precious Stones Field is an area bounded as follows—

commencing at a point being the intersection of latitude 30° 22′S and longitude 137° 06′E, thence east to longitude 137° 10′E, south to latitude 30° 25′S, east to longitude 137° 12′E, south to latitude 30° 26′S, east to longitude 137° 14′E, south to latitude 30° 29′S, east to longitude 137° 19′E, south to latitude 30° 32′S, west to longitude to 137° 06′E, north to latitude 30° 31′S, west to longitude 137° 04′E, north to latitude 30° 27′S, east to longitude 137° 06′E, and north to the point of commencement.

SEVENTH SCHEDULE

INDICATIVE OFFSET ACTIVITIES AND ASSESSMENT CRITERIA

The following guidelines provide the basis for determining an "Approved Offset Project" in accordance with Clause 13(12)(e) of the Indenture.

ASSESSMENT CRITERIA

The following criteria should guide the development of proposed offset projects submitted to the Water Minister. An offset project shall—

1. relate to water resources located in the boundaries of the SA Arid Lands Natural Resources Management region (as defined in accordance with the NRM Act;

2. be considered to be of tangible benefit to the Government of South Australia;

3. be compatible with the relevant Government of South Australia policies including any long-term water management plan(s) for the SA Arid Lands region;

4. be technically sound and able to deliver the identified outcomes with an acceptable degree of certainty;

5. demonstrate that they contribute at a meaningful scale; and

6. be undertaken within the laws of the State of South Australia and the Commonwealth of Australia

INDICATIVE OFFSET PROJECTS

The following contains a non-exclusive list of potential eligible offset activities as an example of the type of projects which may be approved under Clause 13(12)(e). Indicative offset projects have been grouped into three categories.

Onground works

• Capping of free flowing GAB bores

• Securing water supplies for remote communities

• Stock proof protection of mound springs

Research and information

• Research to improve knowledge of the water resources of the region, their dependent ecosystems and their cultural values

• Information products to promote understanding and better management of the region's water resources and dependent ecosystems

• Mapping and validation of aquifers, surface water resources and wetlands

• Monitoring and assessment to provide required information on broader basin resource condition

• Development of a mechanism to transfer water data to the Department for Water prior to the Company being listed as a 'named party' under the Water Act 2007 (Commonwealth)

Capacity building

• Capacity building to build water management capacity, including the provision of scholarships

• Indigenous training related to water management

• Cultural water activities

• Public education and awareness activities about water in the Great Artesian Basin

INELIGIBLE ACTIVITIES

The following list sets out examples of activities that are not eligible to be considered as offsets. These include—

• Retrospective works

• Activities that relate to the meeting of compliance and management obligations associated with the development or the operation of the Special Water Licences.

EIGHTH SCHEDULE

SPECIAL BUFFER ZONE LEASE (TOWN)

His Excellency the Governor in and over the State of South Australia in the Commonwealth of Australia in conformity with and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act, 1982, and of all other powers enabling him in that behalf, doth hereby lease to (the "Lessee") all that piece of land containing square kilometres or thereabouts and situated at in the State of South Australia more particularly described and delineated in the plan annexed hereto (which together with any additions is called "the land") to be held by the Lessee for a term of twenty one years commencing on the day of until and including the day of subject to any extension or extensions at a yearly rent of one dollar ($1.00) to be paid in advance SUBJECT ONLY to the covenants and conditions stated below.

COVENANTS

1. The Lessee shall during the term of this lease—

(i) continue to carry out reasonable measures to keep the land free from vermin and pests;

(ii) carry out any necessary planting and take adequate measures to preserve the vegetation on the land, prevent erosion of its surface, and rehabilitate any degradation thereof; and

(iii) ensure that the Company or an associated company may construct, operate, maintain and use without restriction such roads railways and other forms of transportation for the proper and efficient conduct of their operations.

2. The Lessee shall not assign, sublet, charge or encumber the whole or any part of the land or this Lease otherwise than in accordance with the Indenture.

CONDITIONS

3. The Lessee shall be entitled to use the land for the purpose specified in Clause 25 of the Indenture.

4. This Lease may be varied by agreement in writing between the State and the Lessees and not otherwise.

5. An application for extension of this Lease shall be made by the Lessee to the State not less than one month before the expiry of this Lease or any extension hereof.

6. In the construction of this Lease each and every word term or expression also defined or used in the Indenture shall have the same meaning when used in this Lease; words importing one gender shall include other genders; the singular shall include the plural and vice versa; when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the land" includes any part thereof and any lands substituted therefor;

"the Indenture" means the Indenture dated the 3rd day of March 1982 and made between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "The Roxby Downs (Indenture Ratification) Act, 1982" as from time to time supplemented, varied or amended.

IN WITNESS whereof this Lease has been granted and executed by the State of South Australia.

His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed on the

............................................................
............................................................
............................................................

The Common Seal of the Municipality was hereby affixed on the

in the presence of—

............................................................

Administrator

NINTH SCHEDULE

LEASE—TERMS

Each specific lease shall be subject to such amendments and other conditions as may be necessary relating to issues specific to the Site (but such amendments and conditions must be consistent with the Lessee's development authorisation and the Permitted Use).

The State (as "Lessor") shall lease to the Company (the "Lessee", which expression shall include its respective successors and assigns) the Site, on the terms and conditions below, subject to the provisions of the Indenture—

1. The Lessor leases the Site to the Lessee for the Term and at the Rent subject to the terms and conditions of this Lease, for the Permitted Use which includes to engage any employees, agents, contractors and other persons to do those things; and to enter upon the Site with all employees, agents, contractors and other invitees, vehicles, plant and equipment; and for any other purpose which is ancillary to the Permitted Use.

2. If there is an extension of the term of a Special Mining Lease, this Lease is automatically renewed for that extended term and the parties will enter into a new lease for the period of that extension on the terms and conditions of this Lease subject to any necessary changes. The Lessee or its lawyers shall prepare the new lease and the Lessor will execute it within 30 days of receipt of the execution copies. Until the new lease has been executed by both parties, each party shall be bound by the new lease as from the date the extension of the term of the Special Mining Lease begins as if the new lease had been executed.

3. The Lessee shall pay the Rent to the Lessor as agreed or as payable pursuant to the Indenture.

4. The Lessee shall pay all charges for all utility services provided in respect of the Site including, without limitation, utility services for power, water and telecommunications to the Site.

5. The Lessee shall pay all Rates and Taxes payable in relation to the Site.

6. Subject to clause 10, the Lessee shall be responsible for the reinstatement, rehabilitation or decontamination of the Site upon the expiration or termination of the Lease to the extent the need for such reinstatement, rehabilitation or decontamination is caused by the use of the Premises by the Lessee.

7. The Lessee may sublease, mortgage, charge or otherwise encumber all or part of its estate or interest in the Site or its rights and powers under this Lease in accordance with the Indenture.

8. The Lessee may carry out the design, construction and commissioning of the Infrastructure in accordance with the Indenture. The Lessee may make any alterations or additions to the design and layout of the Site, or any buildings on the Site, without the Lessor's consent. The Lessee shall not be required to conduct any repairs or maintenance or to keep the Site in good repair.

9. The Lessee may place any signs on the Site that it deems necessary.

10. The Lessee is not responsible for any contamination or environmental conditions at the Site existing at the Variation Date. Except as provided by law, the Lessor is not responsible for any contamination or environmental conditions at the Site.

11. The Lessee may occupy and possess the Site during the Term without any interruption or disturbance from the Lessor or any person lawfully claiming through the Lessor or the Crown.

12. Subject to clause 14, the Lessee is entitled to exclude any person (including, but not limited to, the Lessor) from the Site when exercising any of its rights under this Lease.

13. The Lessor is only entitled to enter the Site to inspect the Site and may only do so: (a) during Normal Business Hours at times agreed by the Lessee (except in the case of emergency); (b) after giving reasonable prior notice to the Lessee (not less than 7 days); (c) not more than once in any 6 month period; (d) in compliance with the Lessee's security, health and safety and other requirements applicable to visitors to the Site; and (e) if required by the Lessee, in the company of a representative of the Lessee.

14. The Lessor shall not enter the Site under clause 13 in a manner which would or may prevent, or materially hinder or disrupt, the Lessee's use of the Site.

15. This Lease automatically terminates if all Special Mining Leases are terminated (and not renewed or replaced by a new mining lease). Except as provided in this clause and without limiting the State's rights pursuant to Clause 41(1) of the Indenture in relation to any breach, this Lease shall not be terminated by the Lessor for any reason, including for the avoidance of doubt, default, repudiation or fundamental breach by the Lessee or (in the case of a Crown lease) through the exercise of any power of resumption or cancellation under the Crown Land Management Act 2009. In the event of default, repudiation or fundamental breach by the Lessee, the Lessor acknowledges that its sole right or remedy will be an action in damages.

16. The Lessor shall not sell the Site or otherwise transfer, dispose of, assign, lease or otherwise encumber the Landlord's interest in this Lease (including the Lessor's reversionary interest) to another person (except that the Lessor may as of right and without requiring the Lessee's consent, transfer the Site or the Lessor's interest in this Lease to any other Minister or to any agency or instrumentality of the Crown in the right of the State of South Australia, whether by operation of law or otherwise) unless that person enters into a deed with the Lessee and the Lessor, in a form acceptable to the Lessee, covenanting to be bound by all of the Lessor's covenants and obligations under the Lease.

17. The Lessor shall not grant an easement or any other third party interest under, on or over the Site to any person without the prior consent of the Lessee.

18. The Lessee may not use the Site other than for the Permitted Use.

19. The Lessee may assign the Lease in accordance with the Indenture.

20. All plant, machinery, equipment, fixtures, fittings and other items brought onto the Site by or on behalf of the Lessee, or any party claiming through the Lessee, shall as between the Lessor and the Lessee remain the property of the Lessee and the Lessee shall be entitled to remove those items during and within a reasonable period after the Term ends.

21. Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) have the same meaning in this clause unless the context otherwise requires. If GST is or will be payable on a supply made under or in connection with this Lease, to the extent that the consideration otherwise provided for that supply under this Lease is not stated to include an amount in respect of GST on the supply—

(a) the consideration otherwise provided for that supply under this Lease is increased by the amount of that GST; and

(b) the recipient shall make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, shall be paid or provided or, if the consideration has already been paid or provided, within 7 days of receiving a written demand from the supplier.

The right of the supplier to recover any amount in respect of GST under this Lease on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient within the time period within which the recipient is otherwise entitled to the relevant input tax credit.

22. The Lessee shall register this Lease with the Lands Titles Office (SA) and the Lessor shall do all things necessary to assist the Lessee to register the Lease, including producing any duplicate Certificate of Title, at its own cost and expense.

23. Clauses 1(2), 35, 39, 41, 42, 46, 54 and 57 of the Indenture shall apply mutatis mutandis to this Lease, and, where required, references for the purposes of this Lease to "this Indenture" shall be replaced by references to this Lease and all defined terms shall be construed accordingly.

24. The Lessee shall use, possess and enjoy the Site at its risk in all things, except to the extent any accident, damage, loss, death, injury, cost or expense is caused or contributed to by the Lessor or its employees or agents.

25. The Lessee indemnifies the Lessor against liability or loss arising from any damage, loss, injury or death to the extent caused or contributed to by the Lessee's activities at and use of the Site except to the extent the liability or loss is caused or contributed to by the Lessor or its employees or agents.

26. Pursuant to section 262 of the Real Property Act 1886, the operation of Sections 124 and 125 of the Real Property Act 1886 is expressly negatived and shall not be implied as a power of the State of South Australia (the "Lessor") in respect of this Lease.

27. The operation of subsection 4(1) of the Landlord and Tenant Act 1936 is expressly negatived and shall not be implied as a power of the Lessor in respect of this Lease.

In this Lease, unless the context otherwise requires, terms defined in the Indenture have the same meaning in this Lease and—

"GST" includes an amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Input Tax Credit" includes any notional input tax credit.

"Lessee's Employees" means the Lessee's employees, agents, contractors, subcontractors, invitees, licensees and servants and any person claiming through or under the Lessee.

"Infrastructure" means the infrastructure described in the Reference Schedule.

"Permitted Use" means the permitted use described in the Reference Schedule.

"Site" means the land shown as shaded and marked "Lease Area" on the plan in Annexure A and all improvements on that land.

"Term" means as prescribed for the relevant lease in the Indenture.

ANNEXURE A

PLAN OF SITE

Insert plan of site

REFERENCE SCHEDULE

INFRASTRUCTURE

PERMITTED USE

TENTH SCHEDULE

EASEMENT IN GROSS—TERMS

Each easement shall be subject to such amendments and other conditions as may be necessary relating to issues specific to the Site (but such amendments and conditions must be consistent with the Grantee's development authorisation and the Permitted Purpose).

The State shall transfer and grant to the Company (the "Grantee", which expression shall include its respective successors and assigns) and the Grantee accepts the Easement on the terms and conditions below subject to the provisions of the Indenture, which Easement comprises full and free right and liberty for the duration of the Term to and for the Grantee—

1. by the Grantee's Employees, with or without vehicles, from time to time and at all times after the date of execution of this document, to enter upon the Easement Land or any part of the Easement Land for all or any of the Permitted Purposes and to remain on and occupy the Easement Land at all times and for so long as necessary, including, without limitation, for the Permitted Purpose;

2. from time to time and at all times after the date of execution of this document to use the Apparatus; and

3. to exclude any person from the Easement Land where and to the extent it is reasonably required for the Permitted Purposes and the State, where and to the extent it is able to do so, shall provide all reasonable assistance to the Grantee, upon request, in order to ensure the exclusion of such third parties.

It is agreed and declared as follows—

4. The parties acknowledge that the Easement created by this document in the Grantee's favour is pursuant to Section 41A(1) of the Law of Property Act 1936 notwithstanding that the Easement is not appurtenant to any other land.

5. The Grantee shall pay the Consideration to the State within 60 days of receipt of a notice in writing from the Minister requesting it to do so.

6. The State covenants—

(a) not to do anything without the Grantee's written consent (acting reasonably) on each occasion, which does, or may be likely to, prevent or hinder the proper exercise by the Grantee of its rights under the Easement; and

(b) not to confer any rights or authorise a person to do or omit to do anything which is inconsistent with the Grantee's rights under the Easement.

7. The Grantee is not responsible for any contamination or environmental conditions at the Easement Land existing at the Variation Date or arising subsequently except to the extent caused by the Grantee. Except as provided by law, the State is not responsible for any contamination or environmental conditions on the Easement Land.

8. The State may enter upon and use the Easement Land but not in a manner which does, or may be likely to, prevent or hinder the proper exercise by the Grantee of its rights under the Easement. In entering upon and using the Easement Land, the State shall not damage or otherwise interfere with the Apparatus, the maintenance by the Grantee of the Apparatus or any of the rights granted to the Grantee.

9. The State has no property or interest in the Apparatus and the Apparatus shall be and will remain the property of the Grantee. The Grantee shall have the right to remove the Apparatus from the Easement Land at any time.

10. The Grantee may (but is not obliged to) erect a fence and any gate or gates in any fence over any part of the Easement Land as may be necessary or desirable to protect an element of the Grantee's Apparatus or for the safety of any person during the continuance of the Permitted Purpose. This clause is not intended to permit the fencing of the whole of the Grantee's Apparatus unless required by law or approved by the Minister.

11. The Grantee may place any signs on the Easement Land that it deems necessary.

12. The Grantee shall register this document with the Lands Titles Office (SA) and the State shall do all things necessary to assist the Grantee to register the Easement, including producing any duplicate certificate of title, at its own cost and expense. No party shall take action to remove the registration of the Easement during the Term.

13. Neither party ("First Party") shall transfer, assign or otherwise dispose of any interest in the Easement Land unless the transferee or the assignee (as the case may be) enters into a deed with the other party to the Easement ("Second Party") and the First Party, in a form acceptable to the Second Party, covenanting to be bound by the Easement (but no such deed, or any consent of the Second Party, shall be required in the case of a transfer or assignment by the State to any other Minister or to any agency or instrumentality of the Crown in the right of the State of South Australia, whether by operation of law or otherwise).

14. The Grantee may assign, transfer or otherwise dispose of its interest in the Easement pursuant to the Indenture.

15. Without limiting the State's rights pursuant to Clause 41(1) of the Indenture in relation to any breach, this Easement shall not be terminated by the State for any reason, including for the avoidance of doubt, default, repudiation or fundamental breach by the Grantee. In the event of default, repudiation or fundamental breach by the Grantee, the State acknowledges that its sole right or remedy will be an action in damages.

16. Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) have the same meaning in this clause unless the context otherwise requires. If GST is or will be payable on a supply made under or in connection with this document, to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount in respect of GST on the supply—

(a) the consideration otherwise provided for that supply under this document is increased by the amount of that GST; and

The right of the supplier to recover any amount in respect of GST under this document on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient within the time period within which the recipient is otherwise entitled to the relevant input tax credit.

17. This Easement may only be varied or amended by agreement in writing signed by the parties.

18. Clauses 1(2), 35, 39, 41, 42, 46, 54 and 57 of the Indenture shall apply mutatis mutandis to this Easement, and, where required, references for the purposes of this Easement to "this Indenture" shall be replaced by references to this Easement and all defined terms shall be construed accordingly.

19. In this document, unless the context otherwise requires, terms defined in the Indenture have the same meaning in this document and—

"Apparatus" means the apparatus described in the Reference Schedule.

"Consideration" means the amount described as consideration in the Reference Schedule.

"Easement" means the easement in gross granted under this document.

"Easement Land" means that part of the land shown as shaded and marked "Easement Area" on the plan in Annexure A and all improvements on that land.

"Grantee's Employees" means the Lessee's employees, agents, contractors, subcontractors, invitees, licensees and servants and any person claiming through or under the Lessee.

"GST" includes an amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Input Tax Credit" includes any notional input tax credit.

"Permitted Purpose" means the permitted purpose described in the Reference Schedule.

"Term" means the term determined in accordance with the Indenture.

ANNEXURE A

EASEMENT LAND

Insert

REFERENCE SCHEDULE

CONSIDERATION $1 for the entire Term (exclusive of GST)

APPARATUS

PERMITTED PURPOSE

(a) constructing, extending, maintaining, operating, altering, improving, replacing, or removing the Apparatus, and doing any and all things necessary for, and ancillary to, constructing, extending, maintaining, operating, altering, improving, replacing or removing the Apparatus, including, without limitation, the following—

(i) make surveys and take levels of the Easement Land as it thinks fit;

(ii) break the surface of and dig, open up and use the Easement Land for the purpose of suspending cables or constructing supports;

(iii) suspend cables across the Easement Land and construct supports for those cables;

(iv) alter the position of any infrastructure within, on or under the Easement Land;

(v) clear and keep the Easement Land clear of trees, shrubs, vegetation and other growth;

(vi) remove timber, vegetation, soil, earth, gravel and stone upon the Easement Land;

(vii) set up, lay down, establish, maintain, utilise and operate and at any time, inspect, service, cleanse, maintain, repair, replace, alter or remove the Apparatus; and

(viii) open and break up the soil of the Easement Land and excavate and sink trenches for the purpose of constructing, extending, maintaining, altering or improving the Apparatus; and

(b) insert

ELEVENTH SCHEDULE

APPROVED FORM OF PERFORMANCE BOND

Guarantee No.

By:	*insert name of issuing entity*
	Attention: *insert* *shall include address*
To:	State of South Australia

In consideration of the State of South Australia (the Favouree) accepting this undertaking in connection with the Indenture dated 3 March 1982 (as subsequently amended) between the Favouree, BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 (Company), the Minister of Mineral Resources Development (the Minister) and BHP Billiton Nickel West Pty Ltd, relating to the Olympic Dam Project (the Project) and at the request of the Company insert details of issuing entity as applicable (the Financial Institution) unconditionally undertakes to pay on presentation of the documents described below (the Documents) any sum or sums which may from time to time be demanded by the Favouree up to a maximum aggregate sum of insert Australian Dollars (the Sum).

This undertaking is to continue until the first to occur of—

(a) insert expiry date ;

(b) the Financial Institution receiving written notification from the Favouree that the Sum is no longer required by the Favouree;

(d) payment to the Favouree by the Financial Institution of the whole of the Sum.

Should the Financial Institution be presented at the address specified above, or such alternative address as the Financial Institution has notified to the Favouree, with—

(i) a notice in writing purporting to be signed for and on behalf of the Favouree that the Favouree demands payment to be made of the whole or any part of the Sum; and

(ii) a notice purporting to be signed by the Minister which states that the Favouree is making a demand on this undertaking under the Indenture and attaches a notice purportedly given by the Favouree under Clause 42A(6) of the Indenture,

it is unconditionally agreed that such payment will be made by the Financial Institution to the Favouree forthwith, without reference to the Company and notwithstanding any notice given by the Company to the Financial Institution not to pay the same.

The Financial Institution shall not in any circumstances enquire into any of the matters stated in the notice referred to in paragraph (ii) above.

This undertaking is governed by the laws of South Australia/England/other agreed place .

Dated at *insert* this day
of 20 .
*Insert signature block for Financial Institution*

TWELFTH SCHEDULE

APPROVED FORM OF PARENT COMPANY GUARANTEE

PARENT COMPANY GUARANTEE

DATE

PARTIES

State of South Australia (State)

BHP Billiton Limited

ABN 49 004 028 077 (Guarantor)

OPERATIVE PROVISIONS

1. DEFINITIONS

The following definitions apply in this document. Capitalised terms used but not defined in this document have the meaning given to them in the Indenture. Clause 1(2) of the Indenture applies to this document as if incorporated into this document, with any necessary modifications.

"Company" means BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761.

"Indenture" means the Indenture dated 3 March 1982 (as subsequently amended) between the State, the Company, the Minister and BHP Billiton Nickel West Pty Ltd relating to the Olympic Dam Project.

"Maximum Amount" means, at any date, the lower of—

(a) $ ● ; and

(b) an amount equal to 50% of the Base Value as at that date.

"Taxes" means all present and future taxes, levies, imposts, deductions, charges, fees and withholdings, together with any related interest, penalties, fines and expenses in connection with them.

2. GUARANTEE

2.1 Obligations guaranteed

Subject to clauses 2.3(b), 2.5 and 4.3, the Guarantor guarantees to the State the due and proper performance by the Company of the Rehabilitation Obligations.

2.2 Consequences of Company's defaults

If the Company defaults in the due and proper performance of the Rehabilitation Obligations, the Guarantor must, subject to clauses 2.3(b), 2.5 and 4.3—

(a) indemnify the State against all reasonable costs that the State incurs directly as a result of remedying that default; and

(b) pay the amount of those reasonable costs on demand to, or as directed by, the State.

2.3 Nature of obligations and enforcement

(a) The Guarantor's obligations in this document are principal obligations, and not ancillary or collateral to any other right or obligation.

(b) The State must not make a demand under this document unless and until the State is permitted to do so under Clause 42A (Rehabilitation Bond) of the Indenture.

(c) Subject to clause 2.3(b), the State may enforce the Guarantor's obligations in this document without the State first making any demand or taking any action or proceedings to enforce its rights or remedies against the Company or any other person.

2.4 Continuity and preservation of Guarantor's obligations

Subject to clause 4.3, this document is a continuing guarantee. The Guarantor's obligations in this document are absolute, unconditional and irrevocable. The liability of the Guarantor under this document extends to and is not affected by the grant of any time or indulgence to the Company or by any circumstance, act or omission which, but for this clause 2.4, might otherwise affect it at law or in equity and the Guarantor irrevocably waives any right it may have to claim that its liability has been so affected.

2.5 Limitation on Guarantor's liability

This document is security for all the Rehabilitation Obligations, but the State is not entitled to recover under this document in aggregate more than the Maximum Amount as at the date of the demand made by the State under this document.

3. GST

3.1 Interpretation

(a) "GST" has the meaning given to that term in the GST Law and includes any other goods and services tax or any tax applying in a similar way

(b) "GST Law" means A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) and includes any other Acts which impose GST.

(c) Except where the context suggests otherwise, terms used in this clause 3 have the meanings given to those terms by the GST Law.

(d) Any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 3.

(e) Any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 3.

3.2 GST Exclusive

All amounts referred to in, or required to be paid under, this document, unless otherwise stated, are exclusive of GST.

3.3 Reimbursement and similar payments

Any payment, indemnity, compensation or reimbursement required to be made under this document that is calculated by reference to a cost, expense, liability or other amount paid or incurred by a person will be limited to the total cost, expense, liability or amount less the amount of any input tax credit to which that person is entitled in respect of the cost, expense, liability or amount.

3.4 GST Payable

(a) If GST is payable in relation to a supply made under or in connection with this document then any person (Recipient) that is required to provide consideration to another person (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as any other consideration is to be first provided for that supply.

(b) The Supplier must provide, as a precondition for payment by the Recipient of the GST, a tax invoice to the Recipient.

3.5 Adjustment of GST

If the amount paid by the Recipient to the Supplier in respect of GST (whether because of an Adjustment or otherwise)—

(a) is more than the GST on the relevant Supply, then the Supplier will refund the excess to the Recipient to the extent that the Supplier is entitled to a refund of the GST from the Commissioner of Taxation; or

(b) is less than the GST on the relevant Supply, then the Recipient will pay the deficiency to the Supplier.

The Supplier or Recipient as applicable, must pay the refund, credit or further amount within 10 business days after becoming aware of the variation in the amount of GST payable. If an Adjustment has occurred, the Recipient is not obliged to pay any amount under clause 3.5(b) unless and until it receives an Adjustment Note.

3.6 Survival

This clause 3 survives the termination of this document.

4. GENERAL

4.1 Demand by the State

A demand by the State under this document must be signed by the Minister or any person acting under the authority of the Minister and served on the Guarantor at its address shown below. If posted, with the postage prepaid, the demand will be conclusively taken to have been served in the ordinary course of post but in any event not later than three business days after posting.

4.2 Address for notices

A person's address and fax number are those set out below, or as the person notifies the sender—

Guarantor
Address:	•
Fax number:	•
Attention:	•
State
Address:	•
Fax number:	•
Attention:	•

4.3 Termination

(a) The Guarantor's obligations under this document may be terminated by the Guarantor or the Company giving 60 days' written notice to the State. The Guarantor's obligations will terminate on the date of expiry of the notice period, except any obligation which has accrued before the termination takes effect.

(b) The Guarantor's obligations under this document will automatically terminate if—

(i) substantive mining has ceased on the Special Mining Lease and the Company has complied with all Rehabilitation Obligations;

(ii) the Company assigns the whole of its interest in the Project; or

(iii) the Indenture is terminated unless—

(A) the State determines within two months that mining is to be discontinued permanently and the mine is to be rehabilitated by the Company in accordance with clause 42(1)(c) of the Indenture; or

(B) the Company elects to satisfy its obligations under the Mining Act to provide any performance bond or other security in connection with a mine by complying with the provisions of Clause 42A of the Indenture.

(c) At the written request of the Guarantor, the State must promptly give a formal discharge of this document if the Guarantor's obligations under this document are terminated under this clause 4.3.

4.4 No set-off or deduction

All payments by the Guarantor to the State under this document must be free of any set-off or counterclaim, and without deduction or withholding for or on account of any present or future Taxes, unless the Guarantor is compelled by law to make any deduction or withholding. If the Guarantor is compelled by law to make any deduction or withholding for or on account of any present or future Taxes (not being Taxes on the overall net income of the State), then the Guarantor must—

(a) pay to the State any additional amounts necessary to enable the State to receive (after all deductions and withholdings for those Taxes) a net amount equal to the full amount which would otherwise be payable to the State if no deduction or withholding was required to be made;

(b) promptly (and within the time prescribed by law) pay to the relevant taxing authority the amount of those Taxes which it is compelled by law to deduct or withhold, and on demand by the State indemnify the State for any Taxes and interest or penalties to which the State may become liable consequent on the failure of the Guarantor to pay those Taxes; and

(c) deliver to the State, promptly on request from the State, a copy of any receipt issued by the relevant taxing authority on payment of those Taxes.

4.5 Amendment

This document can only be amended or replaced by another document signed by the parties.

4.6 Governing law

This document is governed by the laws of South Australia.

EXECUTED as a deed

Insert signature blocks for the Guarantor and the State

MAP A

Intentionally omitted

Schedule 2

AMENDMENTS TO SML1

SML1 is amended as follows:

1. In the operative part of the Lease under the names of the original Lessees, delete "on the plan annexed hereto" and substitute "in Schedule 1" and after "agents" insert ", contractors,".

2. In the operative part of the Lease in paragraph 2, delete "and to mine and obtain" and delete "(other than opal)".

3. In the operative part of the Lease after paragraph 2, insert as follows:

"2A To conduct any mining operations (as defined in the Mining Act) in or upon the said land, but not the mining of base and precious metals outside the SML Mining Area (being the area more particularly described in Schedule 2);

2B To conduct, construct, operate and maintain (as applicable) in or upon the said land all mineral processing and treatment (including milling, concentration, refining and smelting) operations, facilities, works, infrastructure and activities, including:

a) in relation to minerals extracted from the said land and Non-minesite Materials; and

b) anything done or capable of being done in accordance with the Indenture;

2C To use the SML1 Expanded Area (from time to time, if any):

a) for surveying, developing roads and services, landscaping, and constructing buildings and facilities and for any other purposes related to or ancillary to its operations under the Indenture; and

b) to conduct conservation and other activities to facilitate the restoration of ecosystems, through on-ground works, applied research and industry, government and community partnerships (including, without limitation, fencing areas, establishing monitoring stations, conducting environmental research, introducing native animals and removing feral animals, conducting educational activities and establishing facilities for that purpose and cutting and removing timber, trees, undergrowth and fences),

("Additional Expanded Area Activities");".

4. In the operative part of the Lease in paragraph 3, at the end of subparagraph a) delete "and", after subparagraph b) insert "and" and thereafter add a new subparagraph as follows:

"c) To store waste rock and tailings; and"

5. In the habendum of the Lease, after "for the period" delete "of fifty years commencing with effect from the date of receipt of the application therefor subject to any extension or extensions hereof" and substitute "commencing on 22 May 1986 and ending 70 years after the Variation Date (the "Term") subject to any extension or extensions hereof", and after "all minerals" delete "(other than opal)".

6. In clause 1 of the Lease, after "during the" delete "said term" and substitute "Term".

7. In clause 6 of the Lease, after "Minister" delete "of Mines and Energy", and after "during the" delete "said term" and substitute "Term".

8. In clause 7 of the Lease, after "Minister" delete "of Mines and Energy".

9. In clause 9 of the Lease, delete all the words and substitute " Intentionally omitted ".

10. In clause 11 of the Lease, before "Lease" delete "The" and substitute "This".

11. In clause 13 of the Lease, delete all the words and substitute " Intentionally omitted ".

12. In clause 14 of the Lease, after "Department of " delete "Mines and Energy" and substitute "Primary Industries and Resources of South Australia".

13. In clause 15 of the Lease, delete each instance of "said term" and substitute "Term".

14. In clause 16 of the Lease, delete all the words and substitute " Intentionally omitted ".

15. In clause 17 of the Lease, after "continuance of the" delete "said term" and substitute "Term", and at the end of the clause insert:

"Notwithstanding any other provision of this Lease, the Lessee shall be entitled to sublease or licence any part of the SML1 Expanded Area (from time to time, if any) to any person, or authorise the occupation by any person of any part of the SML1 Expanded Area, for the purposes of enabling persons to conduct Additional Expanded Area Activities (but in any event, not including rights to explore for or mine minerals), and any such sublease, licence or authorisation does not require any approval or consent under this Lease or Clause 36 of the Indenture (and shall be taken not to be a dealing for the purposes of condition 20)."

16. In clause 18 of the Lease, delete all the words and substitute with the following:

"The Lessees shall not be obliged to build or keep a fence around the Lease, except as necessary to comply with occupational, health and safety laws (as modified by the ratifying Act)."

17. In clause 19 of the Lease, delete "sub-clauses (1), (6), (16) and (17) of".

18. In clause 24 of the Lease, delete "opal or" and delete the second sentence.

19. In clause 25 of the Lease, delete all the words and substitute " Intentionally omitted ".

20. In clause 26 of the Lease, after '"the ratifying Act" means the Roxby Downs (Indenture Ratification) Act, 1982' insert " as amended from time to time".

21. In clause 26 of the Lease, delete "said term" and substitute "Term".

22. In clause 26 of the Lease, after 'intituled "The Roxby Downs (Indenture Ratification) Act, 1982"' insert "and from time to time supplemented, varied or amended".

23. Insert a new heading "Schedule 1 – the Said Land" in front of the existing annexure to the Lease

24. Insert a new Schedule 2 as follows:

SCHEDULE 2—SML MINING AREA

The area bounded by a line joining the points of coordinates set out in the following table (being the areas described in Schedule 7 of the Olympic Dam Agreement dated 15 January 2008 between the Lessee, the Kuyani Yartah Association Incorporated, Kokatha (Olympic Dam Agreement) Association Incorporated, Malkaribarnarla (Olympic Dam) Association Incorporated, Olympic Dam Indigenous Representative Corporation Limited):

Easting	Northing
667784.1	6619615.4
668096.7	6639634.0
697633.5	6639131.4
697256.0	6619127.4

Projection: MGA94 Zone 53

The map of the SML Mining Area below is for reference only.

EXECUTED as a deed.
Each person who executes this Deed on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.
SIGNED, SEALED and DELIVERED by THE HONOURABLE MICHAEL DAVID RANN PREMIER OF THE STATE OF SOUTH AUSTRALIA for and on behalf of the State and in the presence of: KEVIN FOLEY	MIKE RANN
THE COMMON SEAL of THE MINISTER FOR MINERAL RESOURCES DEVELOPMENT was affixed in the presence of: KEVIN FOLEY	TOM KOUTSANTONIS
SIGNED, SEALED and DELIVERED for and on behalf of BHP BILLITON OLYMPIC DAM CORPORATION PTY LTD (ACN 007 835 761) under power of attorney in the presence of: DEAN DALLA VALLE	MARIUS KLOPPERS (Date of power of attorney 4 October 2011)
SIGNED, SEALED and DELIVERED for and on behalf of BHP BILLITON NICKEL WEST PTY LTD (ACN 004 184 598) under power of attorney in the presence of: DEAN DALLA VALLE	MARIUS KLOPPERS (Date of power of attorney 3 October 2011)

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ROXBY DOWNS (INDENTURE RATIFICATION) (AMENDMENT OF INDENTURE) AMENDMENT BILL 2011