Western Australian Consolidated Acts Western Australian Consolidated Acts[s. 3]
2004
THE HONOURABLE GEOFFREY IAN GALLOP
BEc, MA, Mphil, Dphil, MLA
AND
BHP
BILLITON LIMITED
ABN 49 004 028 077
BHP BILLITON MINERALS PTY.
LTD.
ABN 93 008 694 782
_______________________________________________________________
AGREEMENT
_______________________________________________________________
Crown
Solicitor’s Office
Commercial and Conveyancing
141 St Georges Terrace
PERTH WA 6000
Telephone: (08) 9264 1888
THIS AGREEMENT is made the day of
2004
THE HONOURABLE GEOFFREY IAN GALLOP BEc, MA, MPhil, DPhil, MLA, Premier of the
State of Western Australia, acting for and on behalf of the said State and its
instrumentalities from time to time (hereinafter called “ the State
”) of the one part
AND
BHP BILLITON LIMITED (formerly called THE BROKEN HILL PROPRIETARY COMPANY
LIMITED) ABN 49 004 028 077 a company having its registered
office at 600 Bourke Street, Melbourne, Victoria (“ BHPB ”) and
BHP BILLITON MINERALS PTY. LTD. (formerly called DAMPIER MINING COMPANY
LIMITED) ABN 93 008 694 782 a company having its registered
office at 600 Bourke Street, Melbourne, Victoria (“ BHPM ”) (BHPB
and BHPM being hereinafter together called “ the Companies ”) of
the other part.
WHEREAS:
(a) on the 7 th day of October 1952 the State of
the one part entered into an agreement with BHPB of the other part which
agreement was approved by the
Broken Hill Proprietary Steel Industry Agreement Act 1952 and has been
varied by the following agreements:
(i) the agreement dated the 18 th day of November
1960 referred to in recital (b) hereof;
(ii) the agreement dated the 24 th day of November
1964 approved by the
Iron Ore (The Broken Hill Proprietary Company Limited) Agreement
Act 1964 ; and
(iii) an agreement between the State and the
Companies dated the 14 th day of October 2002;
and which, as so varied from time to time, is hereinafter called “ the
1952 Agreement ”;
(b) on the 18 th day of November 1960 the State of
the one part entered into an agreement with BHPB of the other part which
agreement was approved by the Broken Hill Proprietary Company’s
Integrated Steel Works Agreement Act 1960 and has been varied
by —
(i) the agreement dated the 24 th day of November
1964 approved by the Iron Ore (The Broken Hill Proprietary Company Limited)
Agreement Act 1964 ;
(ii) the agreement dated the 23 rd day of May 1973
approved by the Broken Hill Proprietary Company’s Integrated Steel Works
Agreement Act Amendment Act 1973 ; and
(iii) the agreement dated the 23 rd day of April
1980 approved by the
Broken Hill Proprietary Company Limited Agreements (Variation) Act 1980
;
and which, as so varied from time to time, is hereinafter referred to as
“ the 1960 Agreement ”;
(c) by an agreement dated the 18 th day of March
1966 BHPB assigned certain of its rights and obligations under the 1952
Agreement and the 1960 Agreement to BHP Steel (AIS) Pty. Ltd. (formerly called
Australian Iron and Steel Proprietary Limited) ABN
19 000 019 625 (“ AIS ”) and assigned certain of
its rights and obligations under those Agreements to BHPM;
(d) by a Deed of Covenant dated the 31 st day of
January 2002 AIS assigned (inter alia) all its rights and obligations under
the 1952 Agreement and the 1960 Agreement to BHPM; and
(e) the State and the Companies desire to
terminate the 1952 Agreement and the 1960 Agreement in manner herein
appearing.
NOW THIS AGREEMENT WITNESSES —
1. The State shall introduce and sponsor a Bill in
the Parliament of Western Australia to ratify this Agreement and endeavour to
secure its passage as an Act prior to 30 June 2005 or such later
date as the parties hereto may agree.
2. (1) The provisions
of this Agreement other than this Clause and Clause 1 shall not commence
to operate until the Bill referred to in Clause 1 has been passed by the
Parliament of Western Australia and comes into operation as an Act.
(2) If before
30 June 2005 or such later date as may be agreed pursuant to
Clause 1 the said Bill has not come into operation as an Act then unless
the parties hereto otherwise agree this Agreement shall cease and determine
and no party hereto shall have any claim against any other party hereto with
respect to any matter or thing arising out of done performed or omitted to be
done or performed under this Agreement.
(3) On the said Bill
coming into operation as an Act (“ the Operative Date ”) all the
provisions of this Agreement shall operate and take effect notwithstanding the
provisions of any Act or law.
3. (1) The 1952
Agreement and the 1960 Agreement are hereby terminated with effect on and from
the Operative Date.
(2) Notwithstanding
subclause (1) of this Clause, the mineral leases set out in the Schedule
to the 1952 Agreement shall continue in force subject to and in accordance
with clause 4(mb) of the 1952 Agreement.
4. With effect on and from the Operative Date the
State hereby —
(a)
grants a full unconditional release to each of BHPB and BHPM from their
respective obligations (unfulfilled or otherwise and including, in the case of
BHPM, the obligations of AIS assumed by BHPM under clause 3.1 of the Deed
of Covenant dated the 31 st day of January 2002 and made between the State,
BHPB, AIS and BHPM (“the Deed of Covenant”)):
(i) under or pursuant to the 1952 Agreement
and the 1960 Agreement; and
(ii) under Western Australian legislation and
regulations or any laws or other requirements imposed by any government,
governmental, semi-governmental or other relevant authority of the State in
effect prior to or at the Operative Date, to the extent:
(A) the release is lawful; and
(B) the obligations were excluded from applying to
the activities of BHPB or BHPM as the case may be under the terms of the 1952
Agreement or the 1960 Agreement; and
(b)
agrees that each of BHPB and BHPM will have no further liability for any
action done or omission made which was permitted to be done or omitted to be
done by the terms of the 1952 Agreement and the 1960 Agreement.
5. The State hereby confirms the release given by
it to AIS in clause 3.2 of the Deed of Covenant.
IN WITNESS WHEREOF this Agreement has been executed by the parties as a Deed.
SIGNED by THE HONOURABLE )
[Signature]
GEOFFREY IAN GALLOP in the )
presence of: )
Minister for State Development
[Signature]
SIGNED,
SEALED and DELIVERED )
for BHP BILLITON LIMITED
)
under Power of Attorney
) [Signature]
in the presence of:
)
____________________________
Signature of Attorney
[Signature]
KAREN J WOOD
____________________________
____________________________
Signature
of witness Name
KENDYL J BLACKBURN 5 SEPTEMBER
2001
____________________________
____________________________
Name of witness
Date of Power of Attorney
THE COMMON
SEAL of ) [ C.S.]
BHP
BILLITON MINERALS )
PTY. LTD. was hereunto affixed
)
in the presence of:
)
Director:
[Signature] Director /Secretary:
[Signature]