Western Australian Current Acts Western Australian Current Acts[s. 3D]
[Heading inserted: No. 95 of 1985 s. 6; amended:
No. 19 of 2010 s. 4.]
AN AGREEMENT made the 29th day of October 1985, BETWEEN THE HONOURABLE BRIAN
THOMAS BURKE, M.L.A., Premier of the State of Western Australia, acting for
and on behalf of the said State and instrumentalities thereof from time to
time (hereinafter called “the State”) of the first part CLIFFS
INTERNATIONAL INC. a limited company incorporated under the laws of the State
of Ohio, one of the United States of America and registered in the State of
Western Australia under the provisions of the Companies Act 1961 of the said
State and having its registered office in the State of Western Australia at
12-14 St. George’s Terrace, Perth (hereinafter called
“Cliffs”) of the second part and CLIFFS WESTERN AUSTRALIAN MINING
CO. PTY. LTD., a company incorporated under the — said Companies Act and
having its registered office at 12-14 St. George’s Terrace, Perth
(hereinafter called “Cliffs Western”) MITSUI IRON ORE DEVELOPMENT
PTY. LTD. a company incorporated under the said Companies Act and having its
principal office in the said State at 22nd Floor, 44 St. George’s
Terrace, Perth (hereinafter called “Mitsui Iron”) PEKO-WALLSEND
OPERATIONS LIMITED a company incorporated under the Companies Act of the
State of New South Wales and having its principal place of business at 1
Macquarie Street, Sydney in the State of New South Wales (hereinafter called
“Peko”) and NIPPON STEEL AUSTRALIA PTY. LIMITED a company
incorporated in the State of New South Wales and having its registered office
in that State at 60 Martin Place, Sydney, SUMITOMO METAL AUSTRALIA PTY.
LIMITED a company incorporated in the State of New South Wales and having its
registered office in that State at 30th floor CBA Centre, 60 Margaret Street,
Sydney and the said MITSUI IRON ORE DEVELOPMENT PTY. LTD., such lastmentioned
three companies acting together and carrying on business in the State of
Western Australia at 22 nd Floor, 44 St. George’s Terrace, Perth
(hereinafter collectively called “CLIA”), the said Cliffs Western,
Mitsui Iron, Peko and CLIA (hereinafter collectively called “the
Participants”) being the party of the third part.
WHEREAS:
(a) By an agreement under seal dated the 18th day
of November One thousand nine hundred and sixty-four made between the State of
the one part and Basic Materials Pty. Limited (hereinafter called
“Basic”) of the other part (which agreement was approved by and is
scheduled to the Iron Ore (Cleveland-Cliffs) Agreement Act 1964 and is
hereinafter referred to as “the Agreement”) Basic acquired upon
the terms and conditions set forth in the agreement certain rights interests
and benefits and assumed certain obligations with respect to the exploration
for and development of specified iron ore deposits and the mining
transportation processing pelletising and shipment of iron ore therefrom.
(b) By virtue of various agreements under seal
Cliffs International, Inc. (“Cliffs”) became entitled to all the
right title interest claim and demand whatsoever of Basic in and under the
Agreement and by virtue of deed of covenant with the State assumed the
obligations of Basic thereunder.
(c) The State and The Broken Hill Proprietary
Company Limited (which company is hereinafter referred to as “Broken
Hill”) entered into an agreement (which agreement was approved by and is
scheduled to the Iron Ore (The Broken Hill Proprietary Company Limited)
Agreement Act 1964 , and is hereinafter referred to as “the Broken Hill
Agreement”) for the mining by that company of iron ore in specified
areas and for the establishment by that company of certain port and railway
facilities to be used for the transportation of such iron ore and for the
construction and establishment within the said State of plant for the
secondary processing of iron ore and with regard to other matters.
(d) By assignment and deed of covenant made and
given pursuant to Clause 27 of the Broken Hill Agreement the rights and
obligations of Broken Hill arising under that agreement are now the rights and
obligations of BHP Minerals Limited (then called “Dampier Mining Company
Limited”) (hereinafter referred to as “BHPM”).
(e) The areas covered by the Agreement and the
Broken Hill Agreement are adjacent and Cliffs and BHPM entered into an
agreement (hereinafter referred to as “the Companies Agreement”)
which provided for various consultation and co-operation between them and
subject to any necessary consents of the State for, inter alia :
(i)
BHPM to make available for use by Cliffs iron ore from
the areas covered by the Broken Hill Agreement of an amount of up to
150,000,000 tons or such greater amount that the terms of the Companies
Agreement may oblige it to supply; and
(ii)
Cliffs to make available for purchase by BHPM in
accordance with the Companies Agreement any iron ore that BHPM may require up
to an amount of 2,000,000 tons per annum or such amount as the Companies may
agree.
(f) By an Agreement under seal dated the 12th day
of May, 1970 between the State of the one part and Cliffs of the other part
(which Agreement was approved and is scheduled to the Iron Ore
(Cleveland-Cliffs) Agreement Amendment Act 1970 ) the Agreement was amended to
take account of the developments contemplated in the Companies Agreement.
(g) By an Agreement dated the 30th day of
September, 1969 between the State of the one part and BHPM of the other part
which agreement was scheduled to the
Iron Ore (Dampier Mining Company Limited) Agreement Act 1969 The Broken Hill
Agreement was amended to take account of the developments contemplated in the
Companies Agreement.
(h) By deed dated the 29th day of June, 1970 made
between the State, Cliffs and Cliffs Western, Mitsui Iron, Robe River Limited
(“RRL”) and Mt. Enid Iron Co. Pty. Ltd., (“Mt. Enid”)
(hereinafter called the “Original Participants”) Cliffs granted
and assigned to the Original Participants all the right title interest claim
and demand of the “Company” (as defined in the Agreement) in and
under the Agreement (as then or thereafter altered from time to time) except
the rights of occupancy referred to therein of the mining areas therein
defined and the rights to obtain mineral leases thereof as tenants in common
in the following shares:
Cliffs Western 30%
Mitsui Iron 30%
RRL 35%
Mt. Enid 5%
and by the said deed each of them Cliffs Western,
Mitsui Iron, RRL and Mt. Enid, severally covenanted and agreed with the State
that it should to the extent of its commitment therein set out comply with,
observe and perform, the provisions of the Agreement (as then or thereafter
amended) on the part of Cliffs to be complied with observed or performed in
respect of the matters assigned as therein set forth to the intent that the
same should be binding upon them (to the extent of the commitment therein set
out) in the same manner and to the same extent as if each of them were
expressly named in the Agreement.
(i) By virtue of various agreements and deeds
Cliffs Western, Mitsui Iron, Peko and CLIA (which parties are hereinafter
called “the Participants”) are now entitled to all the right title
and interests of the Original Participants in and under the Agreement (as
amended) as tenants in common in the following shares:
Cliffs Western 30%
Mitsui Iron 30%
Peko 35%
CLIA 5%
(j) The Participants, Cliffs and BHPM have now
entered into an Agreement dated the Twenty Eighth day of October 1985
(hereinafter referred to as “the Second Companies Agreement) which
provides subject to any necessary consents of the State for inter alia BHPM to
make available for use by the Participants of iron ore from areas additional
and adjacent to those provided for under the Companies Agreement and which are
covered by The Broken Hill Agreement (as amended).
(k) In view of the Second Companies Agreement, it
is desirable that there should be some amendment to the various rights and
obligations of the parties created by the Agreement (as amended by agreements
dated 12th May 1970, 13th July 1976, 5th October 1983 and 30th April 1984
hereinafter referred to as the Principal Agreement) and by the Broken Hill
Agreement (as amended).
NOW THIS AGREEMENT WITNESSETH:
1. This Agreement except for this Clause shall
have no force or effect and shall not be binding upon the parties until it is
approved by an Act of the Parliament of Western Australia.
2. If an Act to ratify this Agreement is passed by
the Parliament of the said State the provisions of this Agreement shall take
effect as though the same has been enacted by the ratifying Act and
notwithstanding any Act or law to the contrary the State and the Minister
shall for the purpose of implementing this Agreement have all the powers
discretions and authorities conferred on them respectively by the Agreement
for the purpose of implementing the Agreement.
3. Words and phrases to which meanings are given
under Clause 1 of the Principal Agreement (other than words and phrases to
which meanings are given in this Agreement) shall have the same respective
meanings in this Agreement as are given to them in Clause 1 of the Principal
Agreement.
4. Subject to the provisions of the deed referred
to in recital (h) hereof, for the purposes of the Principal Agreement and this
Agreement the expression “the Company” shall where the context so
admits mean and include both Cliffs and the Participants.
5. The Principal Agreement is added to and varied
as hereinafter provided and the Principal Agreement shall be read and
construed accordingly.
6. The Principal Agreement is hereby amended as
follows:
(1) Clause 1 (a) by
inserting after the definition “Company’s wharf” the
following definition —
“
“CRRIA” means Cliffs Robe River Iron Associates a joint venture
comprising Cliffs Western Australian Mining Co. Pty. Ltd., Mitsui Iron Ore
Development Pty. Ltd., Peko Wallsend Operations Ltd, and Cape Lambert Iron
Associates (a partnership comprising Nippon Steel Australia Pty. Ltd, Sumitomo
Metal Australia Pty. Ltd., and Mitsui Iron Ore Development Pty. Ltd.)
responsible only severally in the proportions of 30%, 30%, 35% and 5%
respectively and each of their successors and permitted assigns under this
Agreement;
(b) by
amending the definition of “mineral lease” as follows —
(i)
by deleting “the sublease”, where it first
occurs, and substituting the following —
“ any subleases ”;
(ii)
by inserting after “the Company” the
following —
“ and/or CRRIA, ”; and
(iii)
by deleting the last word “sublease” and
substituting the following —
“ subleases ”.
(2) Clause 8 subclause
(1) —
(a) by
deleting in paragraph (a) “the sublease” and substituting the
following —
“ any subleases ”;
(b) by
inserting after paragraph (g) the following paragraph —
“
(h) (i)
shall permit Dampier to sublet to CRRIA the whole or any part with the
approval of the Minister of any mineral lease granted pursuant to the
agreements approved by the Iron Ore (The Broken Hill Proprietary Company
Limited) Agreement Act 1964 , and the Iron Ore (Dampier Mining Company
Limited) Agreement Act 1969 ;
(ii)
shall in the event of the termination of any mineral lease subleased in whole
or in part to CRRIA by Dampier grant to CRRIA a mineral lease for the
unexpired term of the sublease covering the same mining areas and on the same
terms as were applicable under the sublease except that royalties shall be
payable at the rates provided for in this Agreement.
PROVIDED THAT any sublease referred to in
subparagraph (i) and any mineral lease granted to CRRIA pursuant to
subparagraph (ii) shall be included in the definition of “mineral
lease” in Clause 1 of this Agreement and shall be subject to the
provisions of Clause 13 and paragraph (e) of subclause (1) of Clause 8.
”.
IN WITNESS WHEREOF this Agreement has been executed by or on behalf of the
parties hereto the day and year first hereinbefore written.
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SIGNED by the said THE HONOURABLE BRIAN THOMAS BURKE, M.L.A., in the presence
of — |
|
BRIAN BURKE |
D PARKER
MINISTER FOR MINERALS AND ENERGY
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SIGNED for and on behalf of CLIFFS INTERNATIONAL INC. by VICTOR FAHRNEY KOONTZ
pursuant to and with the authority of a resolution of the Board of Directors
of CLIFFS INTERNATIONAL INC. in the presence of — |
|
V. KOONTZ |
W. REES
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THE COMMON SEAL of CLIFFS WESTERN AUSTRALIAN MINING CO. PTY. LTD. was hereunto
affixed by authority of the Directors and in the presence of — |
|
(C.S.) |
Director V. KOONTZ
Director W. REES
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THE COMMON SEAL OF MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed
by authority of the Directors and in the presence of — |
|
(C.S.) |
Director Y. OKAMOTO
Secretary J. MACKENZIE
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Executed by PEKO-WALLSEND OPERATIONS LIMITED by being signed by its Attorney
RICHARD ANDREW LADBURY under Power of Attorney dated 23rd October 1985 (who
certifies that he has received no notice of revocation thereof) in the
presence of: |
|
R. A. LADBURY |
R. E. BLANCKENSEE
Solicitor Perth
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Executed by NIPPON STEEL AUSTRALIA PTY LIMITED by being signed by its Attorney
YASUYOSHI OKAMOTO under Power of Attorney dated 25th October 1985 (who
certifies that he has received no notice of revocation thereof) in the
presence of: |
|
Y. OKAMOTO |
R. M. B. REYNOLDS
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Executed by SUMITOMO METAL AUSTRALIA PTY. LTD. by being signed by its Attorney
YASUYOSHI OKAMOTO under Power of Attorney dated 24th October 1985 (who
certifies that he has received no notice of revocation thereof) in the
presence of: |
|
Y. OKAMOTO |
R. M. B. REYNOLDS
|
THE COMMON SEAL of MITSUI IRON ORE DEVELOPMENT PTY. LTD. was hereunto affixed
by authority of the Directors and in the presence of — |
|
(C.S.) |
Director Y. OKAMOTO
Secretary J. MACKENZIE
[Fifth Schedule inserted: No. 95 of 1985 s. 6.]
