Greenvale Agreement Act 1980 (Qld)

383 Qluwslanb^ ANNO VICESIMO NONO ELIZABETHAE SECUNDAE REGIN AE No. 33 of 1980 An Act to authorize the making of agreements between the State of Queensland and others amending the agreements made pursuant to the GreenvaleAgreementAct 1977 as amended by the agreements made pursuant to the Greenvale AgreementAct 1978; and for related purposes [ASSENTED TO 14TH MAY, 1980]

384 Greenvale Agreement Act 1980, No. 33 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 1980. 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. 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.

Greenvale Agreement Act 1980, No. 33 385 SCHEDULE I SECOND FQN DEBT RESTRUCTURING DEED AMENDING DEED THIS DEED is made the BETWEEN day of 1980 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 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

386 Greenvale Agreement Act 1980, No. 33 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 ninth 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 tenth part COMMERICAL 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 eleventh 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 twelfth 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 thirteenth 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 fourteenth 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 fifteenth. 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 sixteenth 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 seventeenth part

Greenvale Agreement Act 1980, No. 33 387 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 10 Eagle Street , Brisbane ( hereinafter called " PIAL") of the eighteenth 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 nineteenth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets , Brisbane (hereinafter called " SGIO ") of the Twentieth 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-first 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-second 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-third 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-fourth 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-fifth 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-sixth part WHEREAS: A. By a Deed dated the 11th day of December, 1978 made between the parties of the second to the twenty-sixth parts (inclusive) hereto and The Chase Manhattan Bank (National Association)

388 Greenvale Agreement Act 1980, No. 33 (hereinafter called " the FQN Deed of Amendment ") the said parties agreed to certain modifications of the. obligations of the Company and MEQ and to the long term sharing of Excess Cash (as therein defined). B. By a Deed dated the 1st day of April 1977 made between the parties hereto, Ataka & Co., Ltd. and The Chase Manhattan Bank (National Association) (hereinafter called " the FQN Debt Restructuring Deed ") and by Deed dated the 11th day of December, 1978 made between the parties hereto and The Chase Manhattan Bank (National Association) (hereinafter called " the FQN Debt Restructuring Deed Amending Deed ") the said parties agreed as to certain of their respective rights and obligations as a result of the execution of the FQN Deed of Amendment. C. By a Deed of even date herewith made between the parties of the second to the twenty-sixth parts (inclusive) hereto (hereinafter called " the FQN Amending Deed ") the said parties agreed to certain amendments to the FQN Deed of Amendment to enable the cost of conversion of a part of the Project from fuel oil firing to coal firing to be financed from cash generated by the Project. D. In consequence of the execution of the FQN Amending Deed it has been agreed that the FQN Debt Restructuring Deed be further amended. NOW THIS DEED WITNESSES as follows: 1. All words and expressions by Clause 1 of the FQN Debt Restructuring Deed as amended by the FQN Debt Restructuring Deed Amending Deed defined or given a special meaning shall, unless the context otherwise requires, when used herein have the respective meanings therein ascribed to them. 2. The FQN Debt Restructuring Deed shall be amended as follows- (1) by inserting the following at the end of Clause 1 thereof- "' FQN Amending Deed' means the Deed dated the day of 1980 made between the parties hereto other than the State, Ataka & Co., Ltd. and The Chase Manhattan Bank (National Association) `FQN Debt Restructuring Deed Amending Deed' means the Deed dated the 11th day of December 1978 made between the parties hereto other than Ataka & Co., Ltd. `Second FQN Debt Restructuring Deed Amending Deed' means the Deed dated the day of 1980 between the parties hereto other than Ataka & Co., Ltd. and The Chase Manhattan Bank (National Association) "; (2) by inserting in Clause 1 thereof in the definition of the expression "this Deed " immediately after the words "the said FQN Debt Restructuring Deed Amending Deed " the words " and as amended by

Greenvale Agreement Act 1980, No. 33 389 the Second FQN Debt Restructuring Deed Amending Deed " and immediately after the words " the FQN Debt Restructuring Deed " the words " and a payment or payments pursuant to the FQN Debt Restructuring Deed as amended by the FQN Debt Restructuring Deed Amending Deed "; (3) by inserting the words "or the FQN Amending Deed" immediately after the words " the FQN Deed of Amendment " in Clause 2 (1) (a) and immediately after the words " or FQN Deed of Postponement " in Clause 6 (2); (4) by inserting the words " or the FQN Deed of Amendment as amended by the FQN Amending Deed " immediately after the words " the FQN Deed of Amendment " in Clauses 2 (1) (c), 2 (2), 3 (2) wherever occurring and 9 (1); (5) by 'inserting the words " as amended by the FQN Amending Deed " immediately after the words " the FQN Deed of Amendment " in Clauses 3 (3), 11 and 6 (2) where thirdly occurring; (6) by inserting the words " and the FQN Amending Deed " immediately after the words " the FQN Deed of Amendment " in Clauses 5, 6 (3), 6 (4) and 7 thereof; (7) by inserting the words " either before or after the execution of the FQN Amending Deed " immediately after the words " or the FQN Deed of Amendment " in Clause 6 (1) thereof; (8) by inserting in Clause 6 (2) immediately after the words " FQN Debt Restructuring Deed " the words " or the FQN Debt Restructuring Deed as amended by the FQN Debt Restructuring Deed Amending Deed " ; (9) by inserting the following at the end of Clause 10- The Company shall forthwith after the execution of the FQN Amending Deed 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 January 1980. 4. 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 MEQ and the Company pursuant to the GreenvaleAgreementAct1970-1975 (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 as amended by the FQN Amending Deed 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

390 Greenvale Agreement Act 1980, No. 33 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. 5. The parties hereto hereby agree that the calculation of Excess Cash made on or about the 20th day of March 1980 shall be deemed to have been made in compliance with the provisions of the FQN Deed of Amendment as amended by the FQN Amending Deed and that any payments by the State calculated on the basis of the said calculation of Excess Cash shall be deemed to have been made in compliance with the FQN Debt Restructuring Deed as amended by the FQN Debt Restructuring Deed Amending Deed and as amended by the Second FQN Debt Restructuring Deed Amending Deed. 6. 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. 7. The Company shall use its best efforts to obtain new economic sources of ore for the Project. 8. 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 6 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 1980, No. 33 391 SCHEDULE II SECOND MEQ DEBT RESTRUCTURING DEED AMENDING DEED THIS DEED is made the BETWEEN day of 1980 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

392 Greenvale Agreement Act 1980, No. 33 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 comer of Queen and Albert Streets, Brisbane ( hereinafter called " T & G ") of the eighth 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-RIBA") of the ninth 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 tenth 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 eleventh 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 twelfth 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 thirteenth 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 fourteenth 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 fifteenth 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 sixteenth part

Greenvale Agreement Act 1980, No. 33 393 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 seventeenth 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 10 Eagle Street, Brisbane ( hereinafter called " PIAL ") of the eighteenth 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 nineteenth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets, Brisbane ( hereinafter called " SGIO ") of the twentieth 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-first 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 " M EL ") of the twenty-second 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-third 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-fourth part NIPPON MINING CO., LTD. a company incorporated in Japan and having its office at 10-1, Toranomori, .2-chome, Minato-Ku, Tokyo of the twenty-fifth 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-sixth part. .

394 Greenvale Agreement Act 1980, No. 33 WHEREAS: A. By a Deed dated the 11th day of December, 1978 made between the parties of the second to the twenty-sixth parts (inclusive) hereto and The Chase Manhattan Bank (National Association) (hereinafter called " the MEQ Deed of Amendment ") the said parties agreed to certain modifications of the obligations of the Company and FQN and to the long term sharing of Excess Cash (as therein defined). B. By a Deed dated the 1st day of April 1977 made between the parties hereto, Ataka & Co., Ltd. and The Chase Manhattan Bank (National Association) (hereinafter called " the MEQ Debt Restructuring Deed ") and by a Deed dated the I1th day of December, 1978 made between the parties hereto and The Chase Manhattan Bank (National Association) (hereinafter called " the MEQ Debt Restructuring Deed Amending Deed ") the said parties agreed as to certain of their respective rights and obligations as a result of the execution of the MEQ Deed of Amendment. C. By a Deed of even date herewith made between the parties of the second to the twenty-sixth parts (inclusive) hereto (hereinafter called " the MEQ Amending Deed ") the said parties agreed to certain amendments to the MEQ Deed of Amendment to enable the cost of conversion of a part of the Project from fuel oil firing to coal firing to be financed from cash generated by the Project. D. In consequence of the execution of the MEQ Amending Deed it has been agreed that the MEQ Debt Restructuring Deed be further amended. NOW THIS DEED WITNESSES as follows: 1. All words and expressions by Clause I of the MEQ Debt Restructuring Deed as amended by the MEQ Debt Restructuring Deed Amending Deed defined or given a special meaning shall, unless the context otherwise requires, when used herein have the respective meanings therein ascribed to them. 2. The MEQ Debt Restructuring Deed shall be amended as follows- (1) by inserting the following at the end of Clause 1 thereof- " ` MEQ Amending Deed' means the Deed dated the day of 1980 made between the parties hereto other than the State, Ataka & Co., Ltd. and The Chase Manhattan Bank .(National Association) ` MEQ Debt Restructuring Deed Amending Deed ' means the Deed dated the 11th day of December 1978 made between the parties hereto other than Ataka & Co., Ltd.

Greenvale Agreement Act 1980, No. 33 395 `Second MEQ Debt Restructuring Deed Amending Deed' means the Deed dated the day of 1980 between the parties hereto other than Ataka & Co., Ltd. and The Chase Manhattan Bank (National Association) "; (2) by inserting in Clause 1 thereof in the definition of the expression " this Deed " immediately after the words " the said MEQ Debt Restructuring Deed Amending Deed " the words " and as amended by the Second MEQ Debt Restructuring Deed Amending Deed " and immediately after the words " the MEQ Debt Restructuring Deed " the words "and a payment or payments pursuant to the MEQ Debt Restructuring Deed as amended by the MEQ Debt Restructuring Deed Amending Deed "; (3) by inserting the words " or the MEQ Amending Deed " immediately after the words " the MEQ Deed of Amendment" in Clause 2 (1) (a) and immediately after the words " or MEQ Deed of Postponement " in Clause 6 (2); (4) by inserting the words " or the MEQ Deed of Amendment as amended by the MEQ Amending Deed " immediately after the words " the MEQ Deed of Amendment " in Clauses 2 (1) (c), 2 (2), 3 (2) wherever occurring and 9 (1) ; (5) by inserting the words " as amended by the ME,Q Amending Deed " immediately after the words " the MEQ Deed of Amendment " in Clauses 3 (3), 11 and 6 (2) where thirdly occurring; (6) by inserting the words "and the MEQ Amending Deed" immediately after the words " the MEQ Deed of Amendment " in Clauses 5, 6 (3), 6 (4) and 7 thereof; (7) by inserting the words " either before or after the execution of the MEQ Amending Deed " immediately after the words " or the MEQ Deed of Amendment " in Clause 6 (1) thereof; (8) by inserting in Clause 6 (2) immediately after the words " MEQ Debt Restructuring Deed " the words " or the MEQ Debt Restructuring Deed as amended by the MEQ Debt Restructuring Deed Amending Deed "; (9) by inserting the following at the end of Clause 10- The Company shall forthwith after the execution of the MEQ Amending Deed furnish a true copy thereof to the Premier of the State.". 3. This Deed shall be deemed to have takefi effect on the 1st day of January 1980. 4. 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

396 Greenvale Agreement Act 1980, No. 33 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 as amended by the MEQ Amending Deed 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. 5. The parties hereto hereby agree that the calculation of Excess Cash made on or about the 20th day of March 1980 shall be deemed to have been made in compliance with the provisions of the MEQ Deed of Amendment as amended by the MEQ Amending Deed and that any payments by the State calculated on.the basis of the said calculation of Excess Cash shall be deemed to have been made in compliance with the MEQ Debt Restructuring Deed as amended by the MEQ Debt Restructuring Deed Amending Deed and as amended by the Second MEQ Debt Restructuring Deed Amending Deed. 6. 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. 7. The Company shall use its best efforts to obtain new economic sources of ore for the Project. 8. 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

Greenvale Agreement Act 1980, No. 33 397 (c) subject to Clause 6 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.