Greenvale Agreement Act 1978 (Qld)

677 (^1tmusl ttt4 ANNO VICESIMO SEPTIMO ELIZABETHAE SECUNDAE REGINAE No. 77 of 1978 An Act to authorize the making of agreements between the State of Queensland and others amending the agreements made pursuant to the GreenvaleAgreementAct 1977 and for other purposes [ ASSENTED TO 8TH DECEMBER, 1978] 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 . This Act may be cited as the Greenvale Agreement Act 1978. 2. Execution of agreements authorized . The Premier of Queensland is hereby authorized to make on behalf of the State of Queensland with the other parties named in the agreement- (a) the agreement set out in Schedule I or an agreement substantially to the effect of the agreement set out in that Schedule but with such variations from the agreement set out in that Schedule as he approves; and (b) the agreement set out in Schedule II or an agreement substantially to the effect of the agreement set out in that Schedule but with such variations from the agreement set out in that Schedule as he approves.

678 Greenvale Agreement Act 1978, No. 77 3. Execution of agreement evidence of approval . Upon the execution by the Premier of an agreement substantially to the effect of the agreement set out in Schedule I or, as the case may be, Schedule II it shall be deemed that he has approved of all variations from the agreement set out in the relevant Schedule evidenced by the agreement executed by him. 4. Agreements to have force of law. Upon the making of both the agreements authorized by this Act to be made the provisions of the agreements shall have the force of law as if the agreements were part of this. Act. SCHEDULE I [s. 2] FQN DEBT RESTRUCTURING DEED AMENDING DEED THIS DEED is made the day of 1978 BETWEEN THE STATE OF QUEENSLAND (hereinafter called " the State ") of the first part FREEPORT QUEENSLAND NICKEL, INCORPORATED a company incorporated in the State of Delaware in the United States of America and having its registered office in the State of Queensland Australia at the office of Tullwil Agencies Pty. Ltd., 324 Queen Street, Brisbane (hereinafter called " the Company ") of the second part AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED a company incorporated originally in England but now deemed to be incorporated in the State of Victoria Australia and having its registered office in the State of Queensland at 324 Queen Street Brisbane in its capacity as representative of certain of the Lenders hereinafter referred to (hereinafter when referred to in that capacity called " the Representative ") of the third part METALS EXPLORATION QUEENSLAND PTY. LTD. a company incorporated in the State of Queensland and. having its registered office in that State at the office of Spry Walker & Co., 10th Floor, 27 Turbot Street, Brisbane (hereinafter called " MEQ ") of the fourth part the said AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED in its capacity as a Lender (hereinafter when referred to in that capacity (except where otherwise expressed) called " ANZ ") of the fifth part AUSTRALIAN MUTUAL PROVIDENT SOCIETY a corporation incorporated in the State of New South Wales and having its registered office in the State of Queensland at 10 Eagle Street, Brisbane (hereinafter called "AMP ") of the sixth part AUSTRALIAN RESOURCES DEVELOPMENT BANK LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 324 Queen Street, Brisbane ( hereinafter called "ARDB ") of the seventh part

Greenvale Agreement Act 1978, No. 77 679 T & G MUTUAL LIFE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at corner of Queen and Albert Streets, Brisbane (hereinafter called " T & G ") of the eighth part THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) a national banking association of the United States of America having its principal office at One Chase Manhattan Plaza New York, New York 10005 (hereinafter called " Chase ") of the ninth part CHASE-N.B.A. GROUP LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 308-322 Queen Street, Brisbane (hereinafter called " Chase-NBA ") of the tenth part THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at 289 Queen Street, Brisbane (hereinafter called " CML ") of the eleventh part COMMERCIAL NOMINEES PTY. LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Creek Streets, Brisbane (hereinafter called " CN ") of the twelfth part EURO-PACIFIC FINANCE CORPORATION LIMITED a company incorporated in the State of Victoria and having its registered office at 356 Collins Street, Melbourne (hereinafter called " Euro-Pacific ") of the thirteenth part EXPORT-IMPORT BANK OF THE UNITED STATES an agency of the United States of America having its principal office at 811 Vermont Avenue, N.W., Washington D.C. 20571 (hereinafter called " Eximbank ") of the fourteenth part GAS AND FUEL CORPORATION SUPERANNUATION FUND a company incorporated in the State of Victoria and having its registered office in that State at 171 Flinders Street, Melbourne (hereinafter called " GFC ") of the fifteenth part KREDITANSTALT FUR WIEDERAUFBAU a corporation under public law of the Federal Republic of Germany having its office at Palmengartenstrasse 5-9, Frankfurt/Main (hereinafter called " Kreditanstalt ") of the sixteenth part THE MUTUAL LIFE AND CITIZENS' ASSURANCE COMPANY LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at MLC Centre corner of Adelaide and George Streets, Brisbane (hereinafter called " MLC ") of the seventeenth part

680 Greenvale Agreement Act 1978, No. 77 THE NATIONAL MUTUAL ' LIFE ASSOCIATION OF AUSTRALASIA LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 293 Queen Street, Brisbane (hereinafter called " NMLA ") of the eighteenth part INTERMARINE AUSTRALIA LIMITED (formerly called Patrick-Intermarine (Australia) Limited) a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at the office of Abacus Pty. Ltd., 344 Queen Street, Brisbane (hereinafter called ".PIAL ") of the nineteenth part THE PRUDENTIAL ASSURANCE COMPANY LIMITED a company incorporated in the United Kingdom and having its registered office at Prudential Building, 6 Queen Street, Brisbane (hereinafter called " Prudential ") of the twentieth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets, Brisbane (hereinafter called " SGIO ") of the twenty-first part FREEPORT MINERALS COMPANY a company incorporated in the State of Delaware in the United States of America and having its office at 200 Park Avenue, New York, New York 10017 (hereinafter called " Freeport ") of the twenty-second part METALS EXPLORATION LIMITED (formerly called Metals Exploration No Liability) a company incorporated in the State of Victoria and having its registered office at 18-20 Little Collins Street, Melbourne (hereinafter called " MEL ") of the twenty-third part C. ITOH & CO., LTD. a company incorporated in Japan and having its office at 4, Nihonbashi Honcho, 2-chome, Chuo-Ku, Tokyo of the twenty-fourth part MITSUBISHI CORPORATION a company incorporated in, Japan and having its office at Mitsubishi Shoji Building, 6-3, Marunouchi, 2-chome, Chiyoda-Ku, Tokyo of the twenty-fifth part NIPPON MINING CO., LTD. a company incorporated in Japan and having its office at 10-1, Toranomon, 2-chome, Minato-Ku, Tokyo of the twenty-sixth part AND NISSHO-IWAI CO., LTD. a company incorporated in Japan and having its office at Nissho-Iwai Building, 4-5 Akasaka, 2-chome, Minato-Ku, Tokyo of the twenty-seventh part

Greenvale Agreement Act 1978, No. 77 681 WHEREAS: A. By a Deed dated the 1st day of April 1977 between the parties hereto and Ataka & Co., Ltd. (hereinafter called " the FQN Debt Restructuring Deed ") the parties hereto and Ataka & Co., Ltd. agreed as to certain of their respective rights and obligations as a result of the execution of the FQN Deed of Postponement therein referred to. B. By a Deed of even date herewith made between the parties of the second to the twenty-seventh parts (inclusive) hereto (hereinafter called " the FQN Deed of Amendment ") the said parties agreed to certain amendments to the said FQN Deed of Postponement and that for the sake of convenience the FQN Deed of Amendment should embody the said FQN Deed of Postponement as amended and should as from the first day of July 1978 be substituted for the said FQN Deed of Postponement. C. In consequence of the execution of the FQN Deed of Amendment it has been agreed that the FQN Debt Restructuring Deed should be amended. D. Ataka & Co., Ltd. has merged into C. Itoh & Co., Ltd. NOW THIS DEED WITNESSES as follows: 1. All words and expressions by Clause 1 of the FQN Debt Restructuring Deed as amended by this FQN Debt Restructuring Deed Amending Deed defined or given a special meaning shall when used herein have the respective meanings therein ascribed to them. 2. The FQN Debt Restructuring Deed shall be amended as follows:- (1) deleting from Clause 1 the word "All " and substituting therefor the words " Except where otherwise specified herein all "; (2) deleting from Clause 1 the words " FQN Deed of Postponement " and substituting therefor the words " FQN Deed of Amendment ". (3) inserting the following at the end of Clause 1 thereof:- 'The FQN Deed of Amendment' means the Deed dated the day of 1978 between the parties hereto other than the State and Ataka & Co., Ltd. The expression `this Deed' means this FQN Debt Restructuring Deed as amended by the said FQN Debt Restructuring Deed Amending Deed and without limiting the generality thereof when used in conjunction with a reference to a payment or payments pursuant thereto made by the State such payment or payments shall include a payment or payments pursuant to the FQN Debt Restructuring Deed; ` Scheduled Interest ' shall have the meaning ascribed thereto by sub-paragraph (a) of paragraph (xx) of Clause 1 of the FQN Deed of Amendment. ` Scheduled Principal' shall have the meaning ascribed thereto by sub-paragraph (a) of paragraph (xxi) of Clause 1 of the FQN Deed of Amendment." (4) inserting " or the FQN Deed of Amendment " immediately after " the FQN Deed of Postponement " in Clauses 2 (1) (a), 2 (1) (c), 2 (2) (where secondly occurring), 3 (1), 3 (2) (wherever occurring), 9 (1) and 11 thereof;

682 Greenvale Agreement Act 1978, No. 77 (5) inserting immediately after sub-clause ( 2) of Clause 3 the following new subclause: " (3) In respect of the respective periods commencing on the first day of January 1986 and ending at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the FQN Deed of Deferral the State shall pay to each Lender named in Part B of the Schedule to the said Order in Council made the eleventh day of November, 1971 or in Part B of the Schedule to the said Order in Council made the twenty-fifth day of September, 1974 or both the amount by which the sum in respect of interest on Deferred Interest calculated in respect of such Lender's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the FQN Deed of Amendment is less than the amount of interest on such Deferred Interest calculated without compounding at the rate of ten and one-half per centum per annum . The said amounts shall be paid at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the FQN Deed of Deferral."; (6) adding at the end of Clause 5 thereof " and by the FQN Deed of Amendment "; (7) inserting in Clause 6 " or the FQN Deed of Amendment (as the case may be)" after " the FQN Deed of Postponement " ( where first occurring); (8) deleting the proviso to Clause 6; (9) deleting from Clause 6 " Where the State " and substituting therefor " (1) Where the State "; (10) adding the following sub-clauses to Clause 6: " (2) Where pursuant to subclause (2) of Clause 3 of the FQN Debt Restructuring Deed or this Deed the State makes any payment to a party in respect of Scheduled Interest as that term is respectively defined therein it shall in respect of interest accruing thereon as interest on Postponed Interest pursuant to sub-clause (3) of Clause 4 of the FQN Deed of Amendment be entitled to take the place of such party as if the State were a party to the FQN Deed of Amendment or the FQN Deed of Postponement and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 of the FQN Deed of Amendment of interest on Postponed Interest such interest to be calculated on so much of the Postponed Interest from time to time as can be taken to be directly related to the amounts so paid by the State pursuant to the said sub-clauses (2) in respect of such Scheduled Interest that is to say such interest shall be calculated on a basis such that it is calculated on so much of the Postponed Interest from time to time as would not have been Postponed Interest if the Company had made the payments that the State made pursuant to the said sub-clauses (2) in respect of such Scheduled Interest and such interest on Postponed Interest payable to the State shall be at the rate of interest applicable in respect of that party pursuant to sub-clause (3) of Clause 4 of the FQN Deed of Amendment;

Greenvale Agreement Act 1978, No. 77 683 (3) Where on or after the 1st day of January 1986 the State makes any payment to a party pursuant to sub-clause (3) of Clause 3 in respect of interest on Deferred Interest Instalments it shall in respect thereof be entitled to take the place of such party as if the State were a party to the FQN Deed of Amendment and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 thereof of interest on Deferred Interest in the amount of the payments made by the State pursuant to the said sub-clause (3); (4) Notwithstanding anything hereinbefore in this Clause contained but without prejudice to the rights of any of the parties to this Deed if the arrangements under the FQN Deed of Deferral and the FQN Deed of Postponement and the FQN Deed of Amendment be brought to an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to sub-clause (2) and sub-clause (3) of Clause 3 of this Deed had been paid pursuant to the said guarantees."; (11) inserting "and the FQN Deed of Amendment" after "the FQN Deed of Postponement " and inserting " or sub-clause (3) " after " sub-clause (2) " in Clause 7 (b); (12) deleting Clause 8 thereof and substituting therefor the following Clause- " 8. (1) The provisions of sub-clause (3) of Clause 5 of the FQN Deed of Postponement and the FQN Deed of Amendment and the provisions of sub-clause (1) of Clause 13 of the FQN Deed of Postponement and of sub-clause (1) of Clause 14 of the FQN Deed of Amendment shall apply to this Deed as if set out in full herein and as if the references to the Lenders therein included a reference to the State. (2) If any party to the FQN Deed of Postponement shall appoint any person or persons for the purpose of sub-clause (2) of Clause 13 thereof or if any party to the FQN Deed of Amendment shall appoint any person or persons for the purpose of sub-clause (2) of Clause 14 thereof and such person or persons shall furnish a report to such party a copy of such report shall forthwith be furnished by such party to the State."; (13) adding the following at the end of Clause 10- " The Company shall forthwith after the execution of the FQN Deed of Amendment furnish a true copy thereof to the Premier of the State ". 3. This Deed shall be deemed to have taken effect on the 1st day of July 1978. 4. Chase having assigned its Loan to Eximbank executes this Deed for the sake of conformity only and acknowleges to and covenants with each of the other parties hereto that the FQN Deed of Postponement and this Deed may be amended cancelled or terminated by agreement between all such other parties and that no execution by or consent of Chase shall hereafter be necessary in respect thereof. 5. Each of the parties hereto other than the State hereby covenants with the State that any approval which may be given by a Lender whose Loan or Loans have been guaranteed by the State pursuant to the Agreement dated the 17th day of December 1970 between the State

684 Greenvale Agreement Act 1978, No. 77 MEQ and the Company pursuant to the Greenvale Agreement Act1970-1975 (as the same shall have been amended from time to time) being an approval pursuant to sub-clause (1) of Clause 7 or Clause 24 or Clause 25 of the FQN Deed of Amendment may only be given by the Treasurer for the time being of the State and when so given shall be deemed to be approval by that Lender Provided That where any such Lender has a Loan or Loans that have been so guaranteed and a Loan or Loans that have not been so guaranteed any approval by the said Treasurer shall be deemed to be approval by the Lender only in relation to the Loan or Loans that have been so guaranteed and such Lender shall be entitled to give or withhold any approval under the said sub-clause (1) of Clause 7, Clause 24 or Clause 25 in relation to the Loan or Loans that have not been so guaranteed And Provided Further That no approval by the said Treasurer shall be of any force or effect unless at least fourteen days prior to the giving of such approval the said Treasurer shall have notified the Lender concerned in writing of his intention to give such approval but nothing in this proviso shall be construed as requiring the said Treasurer to obtain the consent of such Lender to the giving of such approval. 6. The parties hereto hereby agree that the calculation of Excess Cash made on or about the twenty-first day of September 1978 shall be deemed to have been made in compliance with the provisions of the FQN Deed of Amendment and that any payments by the State calculated on the basis of the said calculation of Excess Cash which payments are deemed to have been calculated by reference to amounts deemed to be paid pursuant to the FQN Deed of Amendment shall be deemed to have been made in compliance with this Deed. 7. None of the parties hereto shall bring any executed part or any copy of this Deed into any country State or place other than the State of Queensland if as a result thereof any stamp duty or other like charge would become payable in respect thereof and if any of them should do so it shall be liable to indemnify the Company and MEQ in respect thereof and shall forthwith upon demand pay to the Company and MEQ the amount of such stamp duty or other like charge payable by each of them respectively. 8. The Company shall use its best efforts to obtain new economic sources of ore for the Project. 9. The Company shall reimburse each of the other parties hereto except MEQ for- (a) the reasonable fees and out-of-pocket expenses of counsel for each such party in connection with this Deed and any other documentation related to or made necessary by this Deed; (b) the actual out-of-pocket expenses reasonably incurred by each such party in relation to this Deed and any other documentation as aforesaid; and (c) subject to Clause 7 all stamp taxes and duties on this Deed and any other documentation as aforesaid. IN WITNESS whereof the parties hereto have executed these presents as a deed the day and year first hereinbefore written.

Greenvale Agreement Act 1978, No. 77 685 SCHEDULE II [s. 2] MEQ DEBT RESTRUCTURING DEED AMENDING DEED THIS DEED is made the day of 1978 BETWEEN THE STATE OF QUEENSLAND (hereinafter called " the State ") of the first part METALS EXPLORATION QUEENSLAND PTY. LTD. a company incorporated in the State of Queensland and having its registered office in that State at the office of Spry Walker & Co., 10th Floor, 27 Turbot Street, Brisbane (hereinafter called " the Company ") of the second part AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED a company incorporated originally in England but now deemed to be incorporated in the State of Victoria Australia and having its registered office in the State of Queensland at 324 Queen Street Brisbane in its capacity as representative of certain of the Lenders hereinafter referred to (hereinafter when referred to in that capacity called " the Representative ") of the third part FREEPORT QUEENSLAND NICKEL, INCORPORATED a company incorporated in the State of Delaware in the United States of America and having its registered office in the State of Queensland Australia at the office of Tullwil Agencies Pty. Ltd., 324 Queen Street, Brisbane (hereinafter called " FQN ") of the fourth part the said AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED in its capacity as a Lender (hereinafter when referred to in that capacity (except where otherwise expressed) called " ANZ ") of the fifth part AUSTRALIAN MUTUAL PROVIDENT SOCIETY a corporation incorporated in the State of New South Wales and having its registered office in the State of Queensland at 10 Eagle Street, Brisbane ( hereinafter called "AMP ") of the sixth part AUSTRALIAN RESOURCES DEVELOPMENT BANK LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 324 Queen Street, Brisbane (hereinafter called " ARDB ") of the seventh part T & G MUTUAL LIFE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at corner of Queen and Albert Streets, Brisbane (hereinafter called " T & G ") of the eighth part THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) a national banking association of the United States of America having its principal office at One Chase Manhattan Plaza New York, New York 10005 (hereinafter called " Chase ") of the ninth part

686 Greenvale Agreement Act 1978, No. 77 CHASE-N.B.A. GROUP LIMITED a company incporated. in the State of Victoria and having its registered office in the State of Queensland at 308 - 322 Queen Street, Brisbane (hereinafter called " Chase-NBA ") of the tenth part THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at 289 Queen Street, Brisbane (hereinafter called " CML ") of the eleventh part COMMERCIAL NOMINEES PTY. LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Creek Streets, Brisbane (hereinafter called " CN ") of the twelfth part EURO-PACIFIC FINANCE CORPORATION LIMITED a company incorporated in the State of Victoria and having its registered office at 356 Collins Street , Melbourne ( hereinafter called " Euro-Pacific ") of the thirteenth part EXPORT-IMPORT BANK OF THE UNITED STATES an agency of the United States of America having its principal office at 811 Vermont Avenue, N.W., Washington D.C. 20571 (hereinafter called " Eximbank ") of the fourteenth part GAS AND FUEL CORPORATION SUPERANNUATION FUND a company incorporated in the State of Victoria and having its registered office in that State at 171 Flinders Street, Melbourne (hereinafter called " GFC ") of the fifteenth part KREDITANSTALT FUR WIEDERAUFBAU a corporation under public law of the Federal Republic of Germany having its office at Palmengartenstrasse 5-9, Frankfurt/Main (hereinafter called " Kreditanstalt ") of the sixteenth part THE MUTUAL LIFE AND CITIZENS' ASSURANCE COMPANY LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at MLC Centre corner of Adelaide and George Streets, Brisbane ( hereinafter called " MLC ") of the seventeenth part THE NATIONAL MUTUAL LIFE ASSOCIATION OF AUSTRALASIA LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 293 Queen Street, Brisbane (hereinafter called " NMLA ") of the eighteenth part INTERMARINE AUSTRALIA LIMITED (formerly called Patrick- Intermarine (Australia) Limited) a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at the office of Abacus Pty. Ltd., 344 Queen Street, Brisbane (hereinafter called " PIAL ") of the nineteenth part

Greenvale Agreement Act 1978, No. 77 687 THE PRUDENTIAL ASSURANCE COMPANY LIMITED a company incorporated in the United Kingdom and having its registered office at Prudential Building, 6 Queen Street, Brisbane (hereinafter called " Prudential ") of the twentieth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets, Brisbane (hereinafter called " SGIO ") of the twenty-first part FREEPORT MINERALS COMPANY a company incorporated in the State of Delaware in the United States of America and having its office at 200 Park Avenue, New York, New York 10017 (hereinafter called " Freeport ") of the twenty-second part METALS EXPLORATION LIMITED (formerly called Metals Exploration No Liability) a company incorporated in the State of Victoria and having its registered office at 18-20 Little Collins Street, Melbourne (hereinafter called " MEL ") of the twenty-third part C. ITOH & CO., LTD. a company incorporated in Japan and having its office at 4, Nihonbashi Honcho, 2-chome, Chuo-Ku, Tokyo of the twenty-fourth part MITSUBISHI CORPORATION a company incorporated in Japan and having its office at Mitsubishi Shoji Building, 6-3, Marunouchi, 2-chome, Chiyoda-Ku, Tokyo of the twenty-fifth part NIPPON MINING CO., LTD. a company incorporated in Japan and having its office at 10-1, Toranomon, 2-chome, Minato-Ku, Tokyo of the twenty-sixth part AND NISSHO-IWAI CO., LTD. a company incorporated in Japan and having its office at Nissho-Iwai Building, 4-5 Akasaka, 2-chome, Minato-Ku, Tokyo of the twenty-seventh part WHEREAS: A. By a Deed dated the 1st day of April 1977 between the parties hereto and Ataka & Co., Ltd. (hereinafter called " the MEQ Debt Restructuring Deed ") the parties hereto and Ataka & Co., Ltd. agreed as to certain of their respective rights and obligations as a result of the execution of the MEQ Deed of Postponement therein referred to. B. By a Deed of even date herewith made between the parties of the second to the twenty-seventh parts (inclusive) hereto (hereinafter called " the MEQ Deed of Amendment ") the said parties agreed to certain amendments to the said MEQ Deed of Postponement and that for the sake of convenience the MEQ Deed of Amendment should embody the said MEQ Deed of Postponement as amended and should as from the first day of July 1978 be substituted for the said MEQ Deed of Postponement.

688 Greenvale Agreement Act 1978, No. 77 C. In consequence of the execution of the MEQ Deed of Amendment it has been agreed that the MEQ Debt Restructuring Deed should be amended. D. Ataka & Co., Ltd. has merged into C. Itoh & Co., Ltd. NOW THIS DEED WITNESSES as follows: 1. All words and expressions by Clause 1 of the MEQ Debt Restructuring Deed as amended by this MEQ Debt Restructuring Deed Amending Deed defined or given a special meaning shall when used herein have the respective meanings therein ascribed to them. 2. The MEQ Debt Restructuring Deed shall be amended as follows: (1) deleting from Clause 1 the word "All " and substituting therefor the words " Except where otherwise specified herein all "; (2) deleting from Clause 1 the words " MEQ Deed of Postponement " and substituting therefor the words " MEQ Deed of Amendment ". (3) inserting the following at the end of Clause 1 thereof:- " ` The MEQ Deed of Amendment' means the Deed dated the day of 1978 between the parties hereto other than the State and Ataka & Co., Ltd. The expression ` this Deed' means this MEQ Debt Restructuring Deed as amended by the said MEQ Debt Restructuring Deed Amending Deed and without limiting the generality thereof when used in conjunction with a reference to a payment or payments pursuant thereto made by the State such payment or payments shall include a payment or payments pursuant to the MEQ Debt Restructuring Deed; ` Scheduled Interest ' shall have the meaning ascribed thereto by sub-paragraph (a) of paragraph (xx) of Clause 1 of the MEQ Deed of Amendment. ` Scheduled Principal' shall have the meaning ascribed thereto by sub-paragraph (a) of paragraph (xxi) of Clause 1 of the MEQ Deed of Amendment." (4) inserting " or the MEQ Deed of Amendment " immediately after " the MEQ Deed of Postponement " in Clauses 2 (1) (a), 2 (1) (c), 2 (2) (where secondly occurring), 3 (1), 3 (2) (wherever occurring), 9 (1) and 11 thereof; (5) inserting immediately after sub-clause (2) of Clause 3 the following new sub-clause: " (3) In respect of the respective periods commencing on the first day of January 1986 and ending at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the MEQ Deed of Deferral the State shall pay to each Lender named in Part A of the Schedule to the said Order in Council made the eleventh day of November, 1971 or in Part A of the Schedule to the said Order in Council made the twenty-fifth day of September, 1974 or both the amount by which the sum in respect of interest on Deferred Interest calculated in respect of such Lender's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the MEQ Deed of

Greenvale Agreement Act 1978, No. 77 689 Amendment is less than the amount of interest on such Deferred Interest calculated without compounding at the rate of ten and one-half per centum per annum. The said amounts shall be paid at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the MEQ Deed of Deferral."; (6) adding at the end of Clause 5 thereof " and by the MEQ Deed of Amendment "; (7)- inserting in Clause 6 " or the MEQ Deed of Amendment (as the case may be) " after " the MEQ Deed of Postponement " (where first occurring); (8) deleting the proviso to Clause 6; (9) deleting from Clause 6 " Where the State " and substituting therefor " (1) Where the State "; (10) adding the following sub-clauses to Clause 6: " (2) Where pursuant to subclause (2) of Clause 3 of the MEQ Debt Restructuring Deed or this Deed the State makes any payment to a party in respect of Scheduled Interest as that term is respectively defined therein it shall in respect of interest accruing thereon as interest on Postponed Interest pursuant to sub-clause (3) of Clause 4 of the MEQ Deed of Amendment be entitled to take the place of such party as if the State were a party to the MEQ Deed of Amendment or the MEQ Deed of Postponement and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 of the MEQ Deed of Amendment of interest on Postponed Interest such interest to be calculated on so much of the Postponed Interest from time to time as can be taken to be directly related to the amounts so paid by the State pursuant to the said sub-clauses (2) in respect of such Scheduled Interest that is to say such interest shall be calculated on a basis such that it is calculated on so much of the Postponed Interest from time to time as would not have been Postponed Interest if the Company had made the payments that the State made pursuant to the said sub-clauses (2) in respect of such Scheduled Interest and such interest on Postponed Interest payable to the State shall be at the rate of interest applicable in respect of that party pursuant to sub-clause (3) of Clause 4 of the MEQ Deed of Amendment; (3) Where on or after the 1st day of January 1986 the State makes any payment to a party pursuant to sub-clause (3) of Clause 3 in respect of interest on Deferred Interest Instalments it shall in respect thereof be entitled to take the place of such party as if the State were a party to the MEQ Deed of Amendment and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 thereof of interest on Deferred Interest in the amount of the payments made by the State pursuant to the said sub-clause (3).

690 Greenvale Agreement Act 1978, No. 77 (4) Notwithstanding anything hereinbefore in this Clause contained but without prejudice to the rights of any of the parties to this Deed if the arrangements under the MEQ Deed of Deferral and the MEQ Deed of Postponement and the MEQ Deed of Amendment be brought to an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to sub-clause (2) and sub-clause (3) of Clause 3 of this Deed had been paid pursuant to the said guarantees."; (11) inserting " and the MEQ Deed of Amendment " after " the MEQ Deed of Postponement " and inserting " or sub- clause (3) " after " sub-clause (2) " in Clause 7 (b); (12) deleting Clause 8 thereof and substituting therefor the following Clause- " 8. (1) The provisions of sub-clause (3) of Clause 5 of the MEQ Deed of Postponement and the MEQ Deed of Amendment and the provisions of sub-clause (1) of Clause 13 of the MEQ Deed of Postponement and of sub-clause (1) of Clause 14 of the MEQ Deed of Amendment shall apply to this Deed as if set out in full herein and as if the references to the Lenders therein included a reference to the State. (2) If any party to the MEQ Deed of Postponement shall appoint any person or persons for the purpose of sub-clause (2) of Clause 13 thereof or if any party to the MEQ Deed of Amendment shall appoint any person or persons for the purpose of sub-clause (2) of Clause 14 thereof and such person or persons shall furnish a report to such party a copy of such report shall forthwith be furnished by such party to the State."; (13) adding the following at the end of Clause 10- " The Company shall forthwith after the execution of the MEQ Deed of Amendment furnish a true copy thereof to the Premier of the State ". 3. This Deed shall be deemed to have taken effect on the 1st day of July 1978. 4. Chase having assigned its Loan to Eximbank executes this Deed for the sake of conformity only and acknowledges to and covenants with each of the other parties hereto that the MEQ Deed of Postponement and this Deed may be amended cancelled or terminated by agreement between all such other parties and that no execution by or consent of Chase shall hereafter be necessary in respect thereof. 5. Each of the parties hereto other than the State hereby covenants with the State that any approval which may be given by a Lender whose Loan or Loans or MEQ Debenture Loan have been guaranteed by the State pursuant to the Agreement dated the 17th day of December 1970 between the State FQN and the Company pursuant to the GreenvaleAgreement Act1970-1975 (as the same shall have been amended from

Greenvale Agreement Act 1978, No. 77 691 time to time) being an approval pursuant to sub-clause (1) of Clause 7 or Clause 24 or Clause 25 of the MEQ Deed of Amendment may only be given by the Treasurer for the time being of the State and when so given shall be deemed to be approval by that Lender Provided That where any such Lender has a Loan or Loans or MEQ Debenture Loan that have been so guaranteed and a Loan or Loans that have not been so guaranteed any approval by the said Treasurer shall be deemed to be approval by the Lender only in relation to the Loan or Loans or MEQ Debenture Loan that have been so guaranteed and such Lender shall be entitled to give or withhold any approval under the said sub-clause (1) of Clause 7, Clause 24 or Clause 25 in relation to the Loan or Loans that have not been so guaranteed And Provided Further That no approval by the said Treasurer shall be of any force or effect unless at least fourteen days prior to the giving of such approval the said Treasurer shall have notified the Lender concerned in writing of his intention to give such approval but nothing in this proviso shall be construed as requiring the said Treasurer to obtain the consent of such Lender to the giving of such approval. 6. The parties hereto hereby agree that the calculation of Excess Cash made on or about the 21st day of September 1978 shall be deemed to have been made in compliance with the provisions of the MEQ Deed of Amendment and that any payments by the State calculated on the basis of the said calculation of Excess Cash which payments are deemed to have been calculated by reference to amounts deemed to be paid pursuant to the MEQ Deed of Amendment shall be deemed to have been made in compliance with this Deed. 7. None of the parties hereto shall bring any executed part or any copy of this Deed into any country State or place other than the State of Queensland if as a result thereof any stamp duty or other like charge would become payable in respect thereof and if any of them should do so it shall be liable to indemnify the Company and FQN in respect thereof and shall forthwith upon demand pay to the Company and FQN the amount of such stamp duty or other like charge payable by each of them respectively. 8. The Company shall use its best efforts to obtain new economic sources of ore for the Project. 9. The Company shall reimburse each of the other parties hereto except FQN for- (a) the reasonable fees and out-of-pocket expenses of counsel for each such party in connection with this Deed and any other documentation related to or made necessary by this Deed; (b) the actual out-of-pocket expenses reasonably incurred by each such party in relation to this Deed and any other documentation as aforesaid; and (c) subject to Clause 7 all stamp taxes and duties on this Deed and any other documentation as aforesaid.

692 Greenvale Agreement Act 1978, No. 77 IN WITNESS whereof the parties hereto have executed these presents as a deed the day and year first hereinbefore written.