Central Queensland Coal Associates Agreement (Amendment) Act 1986 (Qld)

97 ®ueen5Ittrth ANNO TRICESIMO QUINTO ELIZABETHAE SECUNDAE REGINAE No. 7 of 1986 An Act with respect to the authorization of an agreement to be entered into for and on behalf of the State of Queensland with others amending the agreement made and subsequently amended pursuant to the CentralQueenslandCoal AssociatesAgreementAct 1968 [ASSENTED TO 20TH MARCH, 1986]

98 Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. Short title . (1) This Act may be cited as the Central Queensland Coal Associates Agreement (Amendment) Act 1986. 2. Making of Agreement authorized . (1) The Premier of Queensland is hereby authorized to make, for and on behalf of the State of Queensland, with the other parties named in the agreement, an agreement substantially in accordance with the form of agreement set out in the Schedule. (2) The date of the making of the agreement shall be notified by Proclamation.

Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 99 SCHEDULE AN AGREEMENT made the day of One thousand nine hundred and eighty-six, BETWEEN the Honourable JOHANNES' BJELKE-PETERSEN in his capacity as the Premier of Queensland, for and on behalf of the Government of the State of Queensland of the one part AND UTAH DEVELOPMENT COMPANY LIMITED, a company duly incorporated according to law and having its registered office at 20th Floor, 167 Eagle Street, Brisbane in the said State (hereinafter referred to as "UDCL"); MITSUBISHI DEVELOPMENT PTY. LTD., a company duly incorporated according to law and having its registered office at 127 Creek Street, Brisbane aforesaid (hereinafter referred to as "Mitsubishi"); AUSTRALIAN MUTUAL PROVIDENT SOCIETY, a body corporate duly constituted according to law having its registered office at A.M.P. Place, 10 Eagle Street, Brisbane aforesaid (hereinafter referred to as "AMP"); UMAL CONSOLIDATED LIMITED (formerly Utah Mining Australia Limited), a company duly incorporated according to law and having its registered office at 20th Floor, 167 Eagle Street, Brisbane aforesaid (hereinafter referred to as "UCL"); PANCONTINENTAL MINING LIMITED, a company duly incorporated according to law and having its registered office at A.M.P. Place, 10 Eagle Street , Brisbane aforesaid ( hereinafter referred to as "Pancontinental"); BELL COAL PTY. LTD., a company duly incorporated according to law and having its registered office at 1816 Ipswich Road , Rocklea, Brisbane aforesaid ( hereinafter referred to as " Bell"); UTAH QUEENSLAND COAL LIMITED, a company duly incorporated according to law and having its registered office at 18th Floor, 260 Queen Street , Brisbane aforesaid ( hereinafter referred to as "UQCL"); UB MINERALS, INC., a company duly incorporated according to law and having its registered office at 18th Floor , 260 Queen Street, Brisbane aforesaid ( hereinafter referred to as " UB Minerals"); BOWEN BASIN MINERALS PROPRIETARY LIMITED, a company duly incorporated according to law and having its registered office at 18th Floor , 260 Queen Street, Brisbane aforesaid ( hereinafter referred to as "Bowen Basin Minerals"); QCT INVESTMENT PTY. LTD., a company duly incorporated according to law and having its registered office at 17th Floor , T & G Building, Queen and Albert Streets, Brisbane aforesaid ( hereinafter referred to as "QCT Investment"): and QCT MINING PTY. LTD., a company duly incorporated according to law and having its registered office at 17th Floor , T & G Building,

100 Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 Queen and Albert Streets, Brisbane aforesaid (hereinafter referred to as "QCT Mining") of the other part (hereinafter with their and each of their successors and permitted assigns referred to as "the Companies"). WHEREAS:- (i) Utah Development Company and Mitsubishi on the 28th day of January, 1969 entered into an agreement with the State of Queensland relating to the development of certain coal deposits in Queensland (which Agreement as amended by further Agreements made between the Honourable Johannes Bjelke-Petersen in his capacity as the Premier of Queensland, for and on behalf of the State of Queensland of the one part and Utah Development Company and Mitsubishi of the other part and dated 18th June, 1970, 11th June, 1971, 23rd October, 1973 and 27th May, 1976 and by further agreements made between the Honourable Johannes Bjelke-Petersen in his capacity as the Premier of Queensland, for and on behalf of the © State of Queensland of the one part and Utah Development Company, Mitsubishi, AMP and UCL of the other part dated 1st February, 1977 and 16th February, 1984 and by further agreement made between the Honourable Johannes Bjelke-Petersen in his capacity as the Premier of Queensland for and on behalf of the © State of Queensland of the one part and Utah Development Company, Mitsubishi, AMP, UCL, Pancontinental, Bell, General Electric Minerals, Inc., UB Minerals, Bowen Basin Minerals, Inc., QCT Investment and QCT Mining of the other part dated 2nd April, 1984 is hereinafter referred to as "the Agreement"); (ii) The Agreement was authorised by the Central Queensland CoalAssociates Agreement Act 1968-1984 (hereinafter referred to as "the Principal Act"); (iii) By way of universal succession General Electric Minerals, Inc. has merged into UQCL, a company incorporated in the State of Nevada, United States of America with the consequence that UQCL as the successor of General Electric Minerals, Inc. has all the assets and liabilities of General Electric Minerals, Inc. including its benefits and obligations under the Agreement; (iv) By way of universal succession Bowen Basin Minerals, Inc. has merged into Bowen Basin Minerals, a company incorporated in the State of Louisiana, United States of America with the consequence that Bowen Basin Minerals as the successor of Bowen Basin Minerals, Inc. has all the assets and liabilities of Bowen Basin Minerals, Inc. including its benefits and obligations under the Agreement; (v) By way of universal succession Utah Development Company has merged into UDCL, a company incorporated in the State of Louisiana, United States of America with the consequence that UDCL as the successor of Utah Development Company has all the assets and liabilities of Utah Development Company including its benefits and obligations under the Agreement and pursuant to

Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 101 the Louisiana Business Corporation Law and the Companies (Queensland) Code UDCL has transferred its place of incorporation to the State of Queensland; (vi) The interests held by the Companies in the operations carried on pursuant to the Agreement are as follows:- UDCL.......................... 31.00% Mitsubishi 12.00% AMP 7.75% UCL 4.00% Pancontinental 3.00% Bell ............................ 5.00% UQCL.......................... 8.50% UB Minerals 5.00% Bowen Basin Minerals.. ............ 2.00% QCT Investment .................. 12.00% QCT Mining 9.75% (vii) UCL desires to transfer a 3.25% interest in the benefits and obligations made under the Agreement (including its rights to or as the holder of a 3.25% interest in any lease, licence, easement, grant or other title granted to it pursuant thereto) to QCT Mining; (viii) Section 4 (1) of the Principal Act provides, inter alia, that the Agreement may be varied pursuant to agreement between the Premier of Queensland and the Companies under the authority of any Act; (ix) The making of this Agreement is authorised by the Parliament of the State of Queensland expressed in the Act entitled the "Central Queensland Coal Associates Agreement (Amendment) Act 1986". (x) In consideration of the foregoing recitals the parties hereto desire to vary the Agreement in the manner hereinafter set forth. NOW IT IS HEREBY AGREED as follows:- A. The term "the Companies" wherever it appears in the Agreement shall be deemed to refer to and include UDCL, Mitsubishi, AMP, UCL, Pancontinental, Bell. UQCL, UB Minerals, Bowen Basin Minerals, QCT Investment and QCT Mining. B. The Agreement shall be and is hereby varied by deleting Clauses 11 and 12 of Part IX and substituting the following in lieu thereof - "11. Nothing in this Agreement contained or implied shall constitute a partnership between the State and the Companies or any of them or between the Companies. Any right or liability of the Companies under this Agreement or any lease or licence granted pursuant to the provisions of this Agreement is several and proportional to their respective interests being thirty one per centum (31%) as to Utah Development Company Limited, twelve per centum (12%) as to Mitsubishi Development Pty. Ltd., seven and seventy-five one hundredths per centum (7.75%)

102 Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 as to Australian Mutual, Provident Society, seventy five one hundredths per centum (0.75%) as to Umal Consolidated Limited, three per centum (3%) as to Pancontinental Mining Limited, five per centum (5%) as to Bell Coal Pty. Ltd., eight and fifty one hundredths per centum (8.50%) as to Utah Queensland Coal Limited, five per centum (5%) as to UB Minerals, Inc., two per centum (2%) as to Bowen Basin Minerals Proprietary Limited, twelve per centum (12%) as to QCT Investment Pty. Ltd. and thirteen per centum (13%) as to QCT Mining Pty. Ltd. 12. The State shall grant any lease or licence pursuant to the provisions of this Agreement to the Companies as tenants in common in the proportions specified by the Companies in the application for any such lease or licence: Provided that if any such lease or licence is granted without any application therefor or if any such application does not specify the proportions then the grant shall be made to the Companies in the proportions of thirty one per centum (31 %) as to Utah Development Company Limited, twelve per centum (12%) as to Mitsubishi Development Pty. Ltd., seven and seventy-five one hundredths per centum (7.75%) as to Australian Mutual Provident Society, seventy five one hundredths per centum (0.75%) as to Umal Consolidated Limited, three per centum (3%) as to Pancontinental Mining Limited, five per centum (5%) as to Bell Coal Pty. Ltd., eight and fifty one hundredths per centum (8.50%) as to Utah Queensland Coal Limited, five per centum (5%) as to UB Minerals, Inc., two per centum (2%) as to Bowen Basin Minerals Proprietary Limited, twelve per centum (12%) as to QCT Investment Pty. Ltd. and thirteen per centum (13%) as to QCT Mining Pty. Ltd.". C. These presents are supplemental to the Agreement and subject only to such modifications as may be necessary to make the Agreement consistent with these presents the Agreement shall remain in full force and effect and shall be read and construed and be enforceable as if the terms of these presents were inserted in the Agreement by way of addition thereto. D. Upon the making of this Agreement the provisions thereof shall have the force of law as though enacted in the Central Queensland Coal Associates Agreement (Amendment) Act 1986. E. (1) This Agreement may be executed in two or more counterparts, one by the Premier of Queensland, and one or more than one by each of the Companies, together with such copies of the counterparts as the parties may require. It shall become binding upon all parties hereto and shall take immediate effect when, the Premier of Queensland having executed a counterpart, the Premier of Queensland is notified in the manner provided in paragraph (2) of this Clause that another counterpart or counterparts thereof has or have been executed by the Companies, notwithstanding that no exchange of counterparts has then occurred.

Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 103 (2) Notification pursuant to paragraph (1) hereof shall be made by letter or by telex from UDCL addressed to: The Honourable the Premier of Queensland, Premier's Department, Executive Building, 100 George Street, Brisbane, Queensland, 4000 Telex No: 41418 Answerback Code: QLDPREM and shall be effective, where given by letter, on delivery to the aforesaid address, or, where given by telex upon receipt of the answerback code. (3) Without prejudice to the full operation of the foregoing, the parties agree that, as soon as practicable after this Agreement becomes binding and takes effect, they will arrange for each of the counterparts together with such copies of the counterparts as the parties may require to be executed by all parties hereto. F. Each of the Attorneys executing this Agreement hereby respectively acknowledges that he has at the time of executing this Agreement no notice of the revocation of the power of attorney under the authority of which he executes this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinbefore written. SIGNED by Premier of the State of Queensland, for and on behalf of the said State in the presence of: SIGNED by a duly constituted Attorney of UTAH DEVELOPMENT COMPANY LIMITED in the presence of SIGNED by a duly constituted Attorney of MITSUBISHI DEVELOPMENT PTY. LTD. in the presence of SIGNED by a duly constituted Attorney of AUSTRALIAN MUTUAL PROVIDENT SOCIETY in the presence of:

104 Central Queensland Coal Associates Agreement (Amendment) Act 1986, No. 7 SIGNED by a duly constituted Attorney of UMAL CONSOLIDATED LIMITED in the presence of: SIGNED by a duly constituted Attorney of PANCONTINENTAL MINING LIMITED in the presence of SIGNED by a duly constituted Attorney of BELL COAL PTY. LTD. in the presence of: SIGNED by a duly constituted Attorney of UTAH QUEENSLAND COAL LIMITED in the presence of SIGNED by a duly constituted Attorney of UB MINERALS, INC. in the presence of SIGNED by a duly constituted Attorney of BOWEN BASIN MINERALS PROPRIETARY LIMITED in the presence of SIGNED by a duly constituted Attorney of QCT INVESTMENT PTY. LTD. in the presence of: SIGNED by a duly constituted Attorney of QCT MINING PTY. LTD. in the presence of