Roxby Downs (Indenture Ratification) Act 1982 (SA)

South Australia

Roxby Downs (Indenture Ratification) Act 1982

An Act to ratify and approve a certain indenture between the State of South Australia and others; to make special provision for local government in relation to a part of the State subject to the indenture; and for other purposes.

Contents

Part 1—Preliminary

1Short title

4Interpretation

5Application of Act to Crown

Part 2—Ratification of the Indenture

6Ratification of Indenture

7Modification of State law

8Licences etc required in respect of the mining and milling of radioactive ores

9Application of Aboriginal Heritage Act to the Stuart Shelf Area and the Olympic Dam Area

10Regulations

11Enforcement

Part 3—Special provisions in relation to local government

12Special provisions in relation to local government

Schedule

Legislative history

The Parliament of South Australia enacts as follows:

Part 1—Preliminary

1—Short title

This Act may be cited as the Roxby Downs (Indenture Ratification) Act 1982.

4—Interpretation

(1)In this Act—

the Joint Venturers means the Joint Venturers or any one or more of them and includes an associated company;

the Indenture means the Olympic Dam and Stuart Shelf Indenture, a copy of which is set out in the Schedule to this Act (including the Schedules and annexures) and includes the Indenture as varied, amended or replaced from time to time.

(2)Where an expression used in this Act is defined in the Indenture, that expression has, unless the contrary intention appears, the same meaning as in the Indenture.

(3)Where reference is made in this Act to some other Act, that reference extends to regulations, rules, by-laws and other statutory instruments made under or for the purposes of that Act.

5—Application of Act to Crown

This Act and the Indenture bind the Crown.

Part 2—Ratification of the Indenture

6—Ratification of Indenture

(1)The Indenture is ratified and approved.

(2)The implementation of the Indenture is authorised and the Government of the State, the Ministers and other instrumentalities of the Crown and the Government of the State, and all statutory bodies and authorities (including local authorities) are authorised, empowered and required to do all things necessary or expedient to carry out, and give full effect to, the Indenture.

(3)No person shall do or omit to do anything that frustrates, hinders, interferes with or derogates from the operation or implementation of the Indenture, or any aspect of the Indenture, or the ability of the parties to the Indenture or any other person to exercise rights or discharge duties or obligations under the Indenture.

7—Modification of State law

(1)The law of the State is so far modified as is necessary to give full effect to the Indenture and the provisions of any law of the State shall accordingly be construed subject to the modifications that take effect under this Act.

(2)Without limiting the generality of subsection (1), in the case of any inconsistency between the provisions of any Act or law and of the Indenture, the provisions of the Indenture shall prevail and in particular—

(a)the following Acts are to be construed subject to the provisions of the Indenture:

(i)the Commercial Arbitration Act 1986; and

(ii)the Crown Lands Act 1929; and

(iii)the Development Act 1993; and

(iv)the Electricity Corporations Act 1994; and

(v)the Environment Protection Act 1993; and

(vi)the Harbors and Navigation Act 1993; and

(vii)the Mining Act 1971; and

(viii)the Petroleum Act 1940; and

(ix)the Real Property Act 1886; and

(x)the Residential Tenancies Act 1995; and

(xi)the Stamp Duties Act 1923; and

(xii)the Water Resources Act 1990,

and, to the extent of any inconsistency between the provisions of those laws and of the Indenture, the provisions of the Indenture prevail; and

(b)the provisions of the laws of the State under which any royalty, rate, tax or impost may be levied or imposed (whether by a party to the Indenture or not) are to be construed subject to the provisions of the Indenture relating to the levying or imposition of royalties, rates, taxes or imposts and, to the extent of any inconsistency between the provisions of those laws and of the Indenture, the provisions of the Indenture prevail; and

(c)the provisions of the laws of the State relating to the granting or resumption of estates or interests in land are to be construed subject to the provisions of the Indenture and, to the extent of any inconsistency between the provisions of those Acts and of the Indenture, the provisions of the Indenture prevail; and

(d)the Crown Lands Act 1929 is to be construed as conferring on the Governor sufficient power to make the grants and dedication of land contemplated by clause 24 of the Indenture and to grant the leases, licences, easements and rights of way contemplated by clause 27 of the Indenture; and

(e)it is not necessary for an applicant for a Special Exploration Licence or a Special Mining Lease to peg or mark out any land, nor is the holder of such a Special Tenement to be subject to any requirement in relation to the pegging or marking out of lands subject to the Tenement; and

(f)the Minister has power to grant and renew a pipeline licence under the Petroleum Act 1940 in accordance with clause 19A of the Indenture; and

(j)the authorisations and approvals contemplated by clause 45 of the Indenture are hereby granted; and

(k)the power of dedication contemplated by clause 14(8) of the Indenture is hereby conferred; and

(l)no power of compulsory acquisition or resumption of land shall be exercised contrary to the provisions of the Indenture.

(3)Where an application is made to the Minister pursuant to clause 7 of the Indenture for a permit, consent, approval, authorisation or permission, and, if it were not for the provisions of that clause, the right to grant the permit, consent, approval, authorisation or permission would have vested in some other Minister of the Crown, or in an instrumentality of the Crown subject to control or direction by some other Minister of the Crown, the application shall not be granted unless that other Minister of the Crown has been consulted and agrees to the granting of the application.

(4)A permit, consent, approval, authorisation or permission granted under clause 7 of the Indenture shall be deemed to have been duly granted in pursuance of the Act or law under which provision is made for the permit, consent, approval, authorisation or permission.

(5)Nothing in subsection (3) derogates from the rights of the Joint Venturers under clause 7 of the Indenture or prejudices or affects an arbitration.

8—Licences etc required in respect of the mining and milling of radioactive ores

(1)If at any time legislation of the Parliament of the State requires any person dealing with radioactive substances to hold a licence, authorisation or permit to do so, the Minister, person or body responsible for the issue of the licence, authorisation or permit shall, upon application by the Joint Venturers, grant to them any such licence, authorisation or permit required for the purpose of enabling them to undertake the Initial Project or any Subsequent Project.

(2)The Minister, person or body granting the licence, authorisation or permit may impose such conditions and limitations on the licence, authorisation or permit as are authorised by the Act pursuant to which it is granted, but no such condition or limitation shall impose upon the Joint Venturers any requirement or standard that is more stringent than the most stringent requirements and standards contained in any of the codes, standards or recommendations referred to in clause 10 of the Indenture.

(3)Nothing in this section shall be construed as exempting the Joint Venturers from the payment of any fee.

(4)For the purposes of this section, dealing with radioactive substances includes mining, milling, treatment, processing, handling, transportation or storage.

9—Application of Aboriginal Heritage Act to the Stuart Shelf Area and the Olympic Dam Area

(1)Subject to this section, the Aboriginal Heritage Act applies in relation to operations of the Joint Venturers in the Stuart Shelf Area or the Olympic Dam Area.

(2)Until the 31st day of December, 1985, the Joint Venturers are not required, under section 21(5) of the Aboriginal Heritage Act, to obtain permission to enter or use land within a protected area that lies within the Stuart Shelf Area or the Olympic Dam Area provided that—

(a)any entry or use of such land by the Joint Venturers conforms strictly with the terms and conditions of the relevant mining tenement; and

(b)where under the terms and conditions of that mining tenement the consent or approval of the Director-General of Mines and Energy is required in relation to the protected area or items within the protected area, that consent or approval shall be ineffective unless confirmed by the Minister of Environment and Planning.

(3)After the 31st day of December, 1985, and until the approval by the Minister of Environment and Planning of an environmental impact statement relating to the Olympic Dam Area, the Joint Venturers are not required, under section 21(5) of the Aboriginal Heritage Act, to obtain permission to enter or use land within a protected area that lies within the Olympic Dam Area provided that—

(a)any entry or use of such land by the Joint Venturers conforms strictly with the terms and conditions of the relevant mining tenement; and

(b)where under the terms and conditions of that mining tenement the consent or approval of the Director-General of Mines and Energy is required in relation to the protected area or items within the protected area, that consent or approval shall be ineffective unless confirmed by the Minister of Environment and Planning.

(4)After the 31st day of December, 1985, the Joint Venturers are not required under section 21(5) of the Aboriginal Heritage Act to obtain permission to enter or use land within a protected area that lies within the area comprised in a Special Exploration Licence provided that—

(a)any entry or use of such land by the Joint Venturers conforms strictly with the terms and conditions of the relevant mining tenement; and

(b)where under the terms and conditions of that mining tenement the consent or approval of the Director-General of Mines and Energy is required in relation to the protected area or items within the protected area, that consent or approval shall be ineffective unless confirmed by the Minister of Environment and Planning.

(5)Where an environmental impact statement in relation to the Initial Project or a Subsequent Project has been approved by the Minister of Environment and Planning, no land within the area to which the environmental impact statement relates shall, after the date of the approval and before the grant of a Special Mining Lease in respect of the Project, be declared to be a protected area under section 21 of the Aboriginal Heritage Act, unless—

(a)the land is designated or identified in the environmental impact statement as an Aboriginal site; or

(b)the Joint Venturers in relation to the relevant Project agree to the declaration.

(6)After the grant of a Special Mining Lease in respect of the Initial Project or a Subsequent Project, land—

(a)to which the Special Mining Lease applies; or

(b)within a corridor designated in the relevant approved environmental impact statement referred to in subsection (5) as—

(i)a pipeline; or

(ii)a power line; or

(iii)a railway line; or

(iv)a private road; or

(c)within a well field in respect of which a Special Water Licence is in force; or

(d)within the municipality, or a township designated in the relevant approved environmental impact statement,

shall not, without the consent of the Joint Venturers, be declared to be a protected area under section 21 of the Aboriginal Heritage Act.

(7)The powers conferred by section 26 of the Aboriginal Heritage Act are not exercisable without the consent of the Joint Venturers—

(a)before the thirty-first day of December, 1985—in respect of land that lies within the Stuart Shelf Area or the Olympic Dam Area;

(b)after the 31st day of December, 1985, and until the approval by the Minister of Environment and Planning of an environmental impact statement relating to the Olympic Dam Area—in respect of land that lies within the Olympic Dam Area;

(c)after the thirty-first day of December, 1985—in respect of land to which subsection (6) applies or land comprised in a Special Exploration Licence.

(8)The Joint Venturers shall not withhold consent under subsection (6) or (7) unless they have reason to believe that in consequence of the proposed declaration or exercise of powers—

(a)mining or other works being undertaken, or in course of preparation, would be materially disrupted or impeded; or

(b)the health or safety or any person or group of persons would be endangered.

(9)For the purposes of this section, expressions defined in the Aboriginal Heritage Act have the same meanings as in that Act.

(9a)For the purposes of this section—

(a)a reference in the Aboriginal Heritage Act to the owner of private lands will be taken to include a reference to a person who holds native title in the lands; and

(b)a native title holder will be taken not to have committed an offence against the Aboriginal Heritage Act by reason only of exercising rights deriving from the native title.

(10)For the purposes of this section, a reference to the Aboriginal Heritage Act shall be construed as a reference to the Aboriginal Heritage Act 1979 in its form as at the date of assent (15th March, 1979) or in its form as at some later date fixed by proclamation with the consent of the Joint Venturers and the subsequent amendment, replacement or repeal of that Act shall not affect its operation insofar as it applies by virtue of this section.

(11)If a proclamation is made under subsection (10), the provisions of subsections (2) to (9) inclusive cease to operate as from the date of the proclamation.

(13)Within thirty days after the date on which this section comes into operation the Joint Venturers shall inform the Minister whether they consent to the making of a proclamation under subsection (10).

(14)This section will be taken not to affect the application of Aboriginal heritage legislation in relation to the operations of the Joint Venturers outside of the Stuart Shelf Area or the Olympic Dam Area.

10—Regulations

The Governor may, with the agreement of the parties to the Indenture, make such regulations (including regulations that operate to modify a law of the State) as are necessary or expedient for the purposes of giving effect to the Indenture.

11—Enforcement

Notwithstanding any Act or law to the contrary, a decree of specific performance may be granted and enforced against the Crown in respect of its obligations under the Indenture in the same circumstances and on the same conditions as such a decree could be granted and enforced against a subject of the Crown.

Part 3—Special provisions in relation to local government

12—Special provisions in relation to local government

(1)The provisions of clause 23 of the Indenture, and the Local Government Act 1934, as modified by the Indenture, apply in respect of the municipality to be constituted in pursuance of clause 23 of the Indenture.

(2)The boundaries of the municipality shall not, before the expiration of fifty years from the Commencement Date, be altered unless the Joint Venturers have consented to the alteration.

(3)An Administrator of the municipality shall be appointed by the Minister as contemplated by clause 23(3) of the Indenture, and while local government in the municipality is administered by the Administrator the provisions of Parts 3 to 8 (inclusive) of the Local Government Act 1934 shall not apply in relation to the municipality.

(4)The Administrator shall be an officer of the Crown and shall, subject to the Indenture and the provisions of the Local Government Act 1934 as they apply to the municipality, be under the control and direction of the Minister but the Crown is entitled to be reimbursed for the costs of employing the Administrator and any other liabilities incurred by it in relation to the administration of the municipality from the funds of the municipality.

(5)The Administrator shall have the powers, functions and duties of a municipal council in relation to the municipality and, subject to directions of the Minister, shall exercise and discharge those powers, functions and duties in such manner as he thinks fit.

(6)The following limitations apply in relation to the exercise of powers of local government within the municipality—

(a)the authority exercising powers of local government within the municipality has no power with respect to private roads except that it may, after consultation with the Joint Venturers—

(i)construct a road that crosses a private road; or

(ii)erect or lay down structures for the transmission of electricity or the reticulation of water over, under or across such a road; and

(b)any rate imposed on land within the municipality must be based upon valuations made by the Valuer-General; and

(c)the provisions of clause 29 of the Indenture shall be observed in relation to the rating of land within the municipality; and

(d)Part 28 of the Local Government Act 1934 shall not apply in respect of operations of the Joint Venturers carried out within the municipality; and

(e)a private road shall not be regarded as a street, road or public place for the purposes of the Local Government Act 1934; and

(f)no by-law that affects operations of the Joint Venturers shall be made without the approval of the Minister and the Minister shall, before approving a proposed by-law—

(i)inform the Joint Venturers of the terms of the proposed by-law and allow them a reasonable opportunity to object; and

(ii)consider any objections made by the Joint Venturers; and

(g)no power of compulsory acquisition of land shall be exercised contrary to the provisions of clause 30 of the Indenture by the authority exercising powers of local government within the municipality.

(7)The provisions of subsection (4) do not derogate from limitations on the exercise of powers of local government imposed by the Indenture.

(8)Despite any arrangements previously applying under this section, the Freedom of Information Act 1991 will apply in relation to the municipality.

Schedule

TABLE OF CONTENTS

1.		Defined Terms
2.		Ambit of Indenture
3.		Initial Government Obligations
4.		Condition Precedent
5.		Initial Obligations of the Joint Venturers
6.		Commitment to Initial Project
7.		Approvals
8.		Implementation of Initial Project
9.		Subsequent Projects
10.		Compliance with Codes
11.		Protection and Management of the Environment
12.		Use of Local Professional Services, Labour and Materials
13.		Joint Venturers' Water Requirements
14.		Roads
15.		Airstrip and Related facilities
16.		Railway facilities
17.		Port
18.		Power
19.		Special Mining Leases
19A.		Pipeline Licence
20.		Special Exploration Licences
21.		Provision of Infrastructure
22.		Infrastructure Costs
23.		Establishment of Municipality
24.		Freehold Grants
25.		Special Buffer Zones
26.		Further Processing
27.		Leases, Licences, Easements and Rights of Way
28.		Zoning, Rentals and Fees
29.		Rating
30.		No Resumption
30A.		Safety Net
31.		Resumption for the Purposes of this Indenture
32.		Royalties
32A.		Production of Non-minesite Product
32B.		Royalties in respect of Non-minesite Product
33.		No Special Taxes
34.		Non Discrimination
35.		Confidentiality
36.		Assignment
37.		Liability of Joint Venturers
38.		Force Majeure
39.		Payments
40.		Commonwealth Licences and Consents
41.		Termination of Indenture by the State
42.		Effect of Termination by the State
43.		Stamp Duty Exemption
44.		Residential Tenancies Act
45.		Trade Practices Act
46.		No Partnership
47.		Enforcement
48.		State Assistance
49.		Arbitration
50.		Independent Expert
51.		Provisions Applicable to Special Tenements
52.		Derogating Legislation
53.		Extensions of Time
54.		Notices
55.		Consultation
56.		Variation
57.		Applicable Law
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
SCHEDULE 6
SCHEDULE 7
SCHEDULE 8

THIS INDENTURE made the THIRD day of MARCH 1982

BETWEEN:

THE STATE OF SOUTH AUSTRALIA (hereinafter referred to as "the State") of the first part,

THE MINISTER OF MINES AND ENERGY the Minister administering the Mining Act 1971–1981 of the State a corporation sole pursuant to the provisions of the said Mining Act of the second part,

ROXBY MINING CORPORATION PTY. LTD. a company incorporated in the State of South Australia and having its registered office at 41 Currie Street, Adelaide in the said State (hereinafter called "RMC") of the third part,

BP AUSTRALIA LIMITED a company incorporated in the State of Victoria and having its registered office in the State of South Australia at 30 Flinders Street, Adelaide in the said State (hereinafter called "BPA") of the fourth part,

BP PETROLEUM DEVELOPMENT LIMITED a company incorporated in the United Kingdom and having its registered office in the State of South Australia at 30 Flinders Street, Adelaide in the said State (hereinafter called "BPPD") of the fifth part, and

WESTERN MINING CORPORATION LIMITED a company incorporated in the State of Victoria and having its principal office in the State of South Australia at 41 Currie Street, Adelaide in the said State (hereinafter called "WMC") of the sixth part.

WHEREAS:

(a)The Joint Venturers (as hereinafter defined) have established the existence of extensive mineralisation within the Olympic Dam Area (as hereinafter defined) containing, inter alia, copper, uranium, gold and rare earths;

(b)The Olympic Dam Joint Venturers (as hereinafter defined) have been and are continuing to define the limits and reserves of such mineralisation and contemporaneously therewith have begun and will continue to evaluate the geological, economic, engineering, mining, environmental, metallurgical treatment and marketing aspects of the development of such mineralisation;

(c)The Joint Venturers in conjunction with the State intend to provide certain infrastructure facilities under this Indenture including certain facilities and services necessary for the accommodation and welfare of the workforce (and their dependants) and also of others (including their dependants) connected directly or indirectly with operations under this Indenture;

(d)The State and the Joint Venturers have agreed as hereafter in this Indenture provided as to the provision of certain infrastructure facilities at the townsite and elsewhere, of the kinds normally provided by governments or government instrumentalities, appropriate to the scale of the Joint Venturers' operations from time to time up to the production of 350 000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products in connection with operations under this Indenture;

(e)The Joint Venturers in conjunction with the State intend to take adequate measures to safeguard the public, the workforce and the environment in relation to operations under this Indenture;

(f)It is contemplated in this Indenture by the Joint Venturers and the State that there may be Subsequent Projects from time to time;

(g)It is in the interests of the State that the mineralisation within the Olympic Dam and Stuart Shelf Areas should be developed and the State is satisfied that a very large capital expenditure is necessary to ensure that such deposits are efficiently and economically developed;

(h)The evaluations referred to in recital (b) constitute an initial risk stage which itself requires a large capital expenditure;

(i)The sum of fifty million dollars has already been expended in carrying out the evaluations referred to in recital (b), and the Olympic Dam Joint Venturers intend to spend as from the 1st day of January, 1982, the sum of fifty million dollars as provided in paragraph (b) of sub-clause (1) of Clause 6;

(j)It is necessary to give the Joint Venturers the security and assurances which will facilitate the provision of finance for the continuation of such evaluations and subsequent development;

(k)It is the intention of the State and the Joint Venturers that this agreement shall not be amended nor shall the rights and privileges of the Joint Venturers or the State be derogated from other than by mutual consent and in accordance with the procedures specified herein;

(l)In recognition of the importance to the State of the operations of the Joint Venturers in establishing and developing certain of the State's mineral resources the parties have agreed to enter into this Indenture; and

(m)It is agreed between the parties hereto that if the Joint Venturers discover within the Olympic Dam Area or the Stuart Shelf Area or (after selection) the Selected Areas or produce petroleum or petroleum products therefrom the provisions of this Indenture shall not apply to such discovery or production and that the applicable provisions shall (unless otherwise agreed and provided for) be those of the Petroleum Act, 1940–1981, then in force.

NOW THIS INDENTURE WITNESSES that the parties hereto covenant and agree with each other as follows—

1.DEFINED TERMS

(1)In this Indenture unless the context otherwise requires—

"advise", "agree", "apply", "approve", "approval", "consent", "certify", "direct", "elect", "inform", "notice", "notify", "request", or "require", means advise, agree, apply, approve, approval, consent, certify, direct, elect, inform, notify, notice request or require in writing as the case may be;

"associated company" means—

(a)any company or corporation which is notified to the Minister by the Joint Venturers as an associated company which—

(i)is promoted by the Joint Venturers or any of them (or by a wholly owned subsidiary of a Joint Venturer) for all or any of the purposes of the project or projects the subject of this Indenture and in which the Joint Venturers or any of them or such wholly owned subsidiary has not less than 20 per centum of the issued share capital or some lesser percentage acceptable to the Minister; or

(ii)is related within the meaning of that term as used in section 6 of the Companies Act, 1962, as at present in force, to the Joint Venturers or any of them or to any company or corporation in which the Joint Venturers or any of them or a wholly owned subsidiary of any of them holds not less than 20 per centum of the issued ordinary share capital; or

(b)any company or corporation approved by the Minister at the request of the Joint Venturers;

"Clause" means a clause of this Indenture;

"Commencement Date" means the first day of the month after the date on which the treatment plant first to be commissioned for the Initial Project or (as the case may be) the first stage thereof as notified by the Joint Venturers to the Minister after consultation in respect thereof has operated for 60 consecutive days at an average rate of production over such 60 consecutive days of not less than 85% of—

(i)the installed capacity thereof in respect of tonnes treated

and not less than 85% of—

(ii)the designed rate of production thereof contemplated by the final feasibility study for the Initial Project in respect of ore grade, Product recovery and production of Product;

"Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof;

"Indenture" means this Indenture whether in its original form or as from time to time supplemented, varied or amended in accordance with the provisions of clause 56 hereto;

"the Initial Project" means the construction maintenance and operation of a mine in the Olympic Dam Area or a Selected Area, and the construction, acquisition, maintenance and operation of mining treatment transportation and other facilities plant and equipment, and all infrastructure necessary or appropriate for the mining and treatment of ore, such treatment facilities to have a capacity to produce such quantities of copper, uranium oxide gold and other minerals and metals as the Joint Venturers shall specify in the first Project Notice (as may be amended from time to time) pursuant to the provisions of Clause 6, such infrastructure to include a town and all related and ancillary facilities for the workforce and their dependents and others engaged in the aforesaid mining and treatment and other activities;

"the Joint Venturers" means collectively RMC, BPA, BPPD and WMC and includes their respective successors and permitted assigns and "Joint Venturer" means any one of them or their respective successors and permitted assigns;

"Manager" means a manager appointed pursuant to sub-clause (2) of Clause 54;

"minerals" means—

(a)any naturally occurring deposit of metal or metalliferous substance, precious stones (other than opal), or any other mineral (including sand, gravel, stone, shell, coal, oil shale, shale and clay);

(b)any metal, metalliferous substance, or mineral recoverable from the sea or a natural water supply; or

(c)any metal, metalliferous substance, or mineral that has been dumped or discarded in the course of mining operations or operations incidental thereto;

"the Mines Minister" means the Minister in the Government of the State for the time being responsible (under whatsoever title) for the administration of the Mining Act;

"the minesite" means the site of any mine or mines within the area of a Special Mining Lease;

"mine buffer zone" means the area of land surrounding the minesite, designated pursuant to Clause 25 and being the subject of a Special Buffer Zone Lease in the form or substantially of the Fourth Schedule hereto;

"the Mining Act" means the Mining Act 1971–1981;

"the Minister" means the Minister in the Government of the State for the time being responsible (under whatsoever title) for the administration of the ratifying Act and pending the passing of the Act means the Minister for the time being designated in a notice from the State to the Joint Venturers and includes the successors in office of the Minister;

"month" means calendar month;

"municipality" means the municipality to be established pursuant to Clause 23;

"Non-minesite Materials" means any of copper, gold or silver, or other mineral approved by the Minister in any of the following forms:

(a)in the form of concentrate, fluxing agent, slime or slag, or any other form approved by the Minister which has been obtained from ore not extracted from lands comprised in a Special Mining Lease; or

(b)in the form of ore not extracted from lands comprised in a Special Mining Lease but extracted from lands within South Australia;

"Non-minesite Product" means all saleable mineral production from a treatment plant and produced from Non-minesite Materials for the benefit of the Joint Venturers or any of them;

"non-potable water" means water other than potable water;

"notice" means notice in writing;

"the Olympic Dam Area" means the area bordered black on the plan annexed hereto marked "A" and as more particularly described in the Fifth Schedule hereto;

"the Olympic Dam Joint Venturers" means collectively RMC, BPA and BPPD and includes their and each of their respective successors and permitted assigns;

"ore" means ore extracted from lands comprised in a Special Mining Lease but excludes Non-minesite Materials;

"participating Joint Venturer" in respect of the Initial or any Subsequent Project means a Joint Venturer which is notified to the State pursuant to sub-clause (2) of Clause 6, sub-clause (2) of Clause 9 or sub-clauses (2) or (3) of Clause 37 as being a participant in that particular Project;

"person" in addition to a natural person includes a body corporate, and any agency, authority or instrumentality of the Crown or of any government or any statutory or local authority;

"petroleum" means "petroleum" as defined in the Petroleum Act, 1940;

"Pilot Plant" means any chemical or metallurgical plant which is not designed, intended or used for commercial production;

"Pipeline Licence" means the pipeline licence granted, in accordance with Clause 19A, pursuant to the Petroleum Act, 1940 and the ratifying Act and includes any new pipeline licence granted pursuant either to any agreement entered into pursuant to Clause 30A or to subclause 30A(4);

"potable water" means water of a quality which is deemed suitable for human consumption in accordance with the maximum permissible standards for potable water quality determined by the World Health Organization;

"private road" means a road, street or thoroughfare including every carriageway, footpath, dividing strip and traffic island therein which is owned or occupied by the Joint Venturers or any of them or an associated company and to which the public is not generally admitted;

"Product" means all saleable mineral production from a treatment plant and produced from ore for the benefit of the Joint Venturers or any of them but excludes Non-minesite Product;

"Project Notice" in respect of the Initial Project or a Subsequent Project means a notice given to the Minister by the Joint Venturers of a decision to proceed with the Initial Project or a Subsequent Project (as the case may be) pursuant to sub-clause (2) of Clause 6 or sub-clause (2) of Clause 9 respectively;

"public road" means any road not being a private road;

"ratifying Act" means the Act to ratify this Indenture and referred to in sub-clause (1) of Clause 3;

"the Selected Areas" means those areas of land (not exceeding ten) within the Stuart Shelf Area which BPA and BPPD may specify to WMC and the Minister on or before 31st December, 1985 as "Selected Areas" each of which shall have a total area not exceeding 65 square kilometres and wherever practicable shall be in the shape of a rectangle;

"Special Buffer Zone Lease" means a lease by that name created only pursuant to this Indenture and the ratifying Act in the form or substantially in the form of the Fourth Schedule or the Eighth Schedule hereto and includes any new Special Buffer Zone Lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to subclause 30A(4);

"Special Exploration Licence" means a licence by that name created only pursuant to this Indenture and the ratifying Act and in the form or substantially in the form of the Third Schedule hereto and includes any new exploration licence granted pursuant either to any agreement entered into pursuant to Clause 30A or to subclause 30A(4);

"Special Mining Lease" means a lease by that name created only pursuant to this Indenture and the ratifying Act and in the form or substantially in the form of the Second Schedule hereto and includes any new mining lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to subclause 30A(4);

"Special Tenements" means collectively all Special Buffer Zone Leases Special Exploration Licences Special Mining Leases and Special Water Licences, and "Special Tenement" means any one of them;

"Special Water Licence" means a licence by that name created pursuant only to this Indenture and the ratifying Act and in the form or substantially in the form of the First Schedule hereto and includes any new water licence granted pursuant either to an agreement entered into pursuant to Clause 30A or to subclause 30A(4);

"the Stuart Shelf Area" means the area bordered black on the plan annexed hereto marked "B" and as more particularly described in the Sixth Schedule hereto;

"the Stuart Shelf Joint Venturers" means collectively WMC, BPA and BPPD and includes their and each of their respective successors and permitted assigns;

"Subsequent Project" means any project other than the Initial Project for mining of minerals in the Olympic Dam Area or any of the Selected Areas or the treatment of minerals therefrom and ancillary and related activities including infrastructure and includes without limitation any material expansion or other material variation of the Initial Project or any other Subsequent Project and also includes the production of Non-minesite Product and ancillary and related activities including infrastructure, always both in conjunction with the Initial Project or any Subsequent Project for the production of Product and in accordance with Clause 32A of the Indenture;

"the town" means the town to be declared pursuant to sub-clause (1) of Clause 24 and to be developed by or at the direction of the Joint Venturers as part of the Initial Project as the principal housing area for the workforce and includes all necessary services and facilities and commercial areas in connection therewith;

"town buffer zone" means the area of land surrounding the townsite, designated pursuant to Clause 25 and being the subject of a Special Buffer Zone Lease in the form or substantially in the form of the Eighth Schedule hereto;

"the townsite" means the site on which the town is to be or is situated; and

"treatment plant" means a plant (other than a Pilot Plant) located on the Special Mining Lease granted in accordance with sub-clause (1) of Clause 19 for producing a form of saleable copper and associated mineral by-products and includes such other treatment plant as may be located on the land the subject of a Special Mining Lease;

"Water Resources Act" means the Water Resources Act, 1990 including the amendments to that Act for the time being in force and also any Act passed in substitute therefor or in lieu thereof and the regulations and by-laws for the time being in force thereunder.

(2)In this Indenture—

(a)monetary references are references to Australian currency unless otherwise specifically expressed;

(b)headings and marginal notes do not affect the interpretation or construction;

(c)reference to an Act unless otherwise specifically expressed includes the amendments to that Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations and by-laws for the time being in force thereunder;

(d)words importing one gender shall include the other genders, words importing persons shall include corporations, the singular shall include the plural and vice versa;

(e)reference to any Minister includes the person for the time being holding the office or performing the duties of such Minister; and

(f)where reference is made to the Consumer Price Index or C.P.I. such reference shall be to the Consumer Price Index for the City of Adelaide (All Groups) as published by the Australian Bureau of Statistics Catalogue No. 6401.0 (Base: 1966/67 = 100). If the said Bureau ceases at any time to publish the said Consumer Price Index, the Joint Venturers and the Minister shall confer and agree upon the adoption of another suitable index or standard.

(3)The Schedules and annexures hereto form part of this Indenture. Should any inconsistency arise between a provision of a Schedule or an annexure hereto and a provision of the remainder of this Indenture (other than another Schedule or annexure) the provision of the said remainder shall prevail.

2.AMBIT OF INDENTURE

The scope and purpose of this Indenture is to provide comprehensively between the State and the relevant Joint Venturers for a proposed mining development and future mining developments in the Olympic Dam Area and the Selected Areas and for associated treatment, and transportation facilities and related infrastructure in connection therewith.

3.INITIAL GOVERNMENT OBLIGATIONS

(1)The Mines Minister shall cause the Government of the State as soon as practicable after the execution of this Indenture to introduce into and sponsor in the Parliament of the State a Bill in the form initialed by or on behalf of the parties for an Act to be intituled "The Roxby Downs (Indenture Ratification) Act, 1982" to, inter alia, approve and ratify this Indenture in all respects in the form executed by the parties hereto, to provide for carrying it into effect, authorizing, empowering and requiring the State, the Ministers of the State, all statutory bodies and authorities (including any local authority) and all Government instrumentalities to do all things necessary or expedient for the carrying out and of giving full effect to this Indenture, amending certain Acts of Parliament of the State and the said Government will endeavour to secure the passage of such Bill through the said Parliament and have it commence to operate as an Act prior to the 30th day of June 1982.

(2)The State will ensure that until a Special Mining Lease has been granted pursuant to sub-clause (1) of Clause 19 or until the 31st day of December, 2005, which ever first occurs, each of Retention Lease No. 14, Exploration Licence No. 783, Extractive Minerals Lease No. 4895 and Miscellaneous Purposes Licences Nos. 12 and 13 will be renewed or extended (as the case may be) on the terms and conditions contained therein, (as varied, mutatis mutandis, so as to conform with Clauses 5 and 6), subject to compliance by the Joint Venturers' with their obligations under Clauses 5 and 6.

(3)Upon this Indenture coming into operation as herein provided the State shall after consultation with the Joint Venturers appoint a township development officer to advise the State and to liaise with the Joint Venturers in respect of the municipality and town to be constituted pursuant to Clause 23.

4.CONDITION PRECEDENT

(1)The provisions of this Indenture other than Clause 1, and sub-clauses (1) and (2) of Clause 3 and this Clause shall not come into operation until the Bill referred to in sub‑clause (1) of Clause 3 has been passed by the Parliament of the State, has received the Governor's assent and has commenced to operate as an Act either on the day the Governor's assent was given or on some other day proclaimed to be the date upon which the Act shall come into operation.

(2)If the Bill referred to in sub-clause (1) of Clause 3 is not passed by the Parliament of the State in the form initialed by or on behalf of the parties hereto or in such other terms as the parties to this Indenture may agree in writing (and any failure so to agree shall not be arbitrable) on or before the 30th day of June, 1982, so as to commence to operate as an Act prior to the 30th day of June 1982 or such later date as the parties hereto may have mutually agreed (and any failure so to agree shall not be arbitrable) this Indenture will then cease and determine in which event the provisions of sub‑clause (8) of Clause 53 will mutatis mutandis apply and none of the parties hereto will have any claim against any other of them with respect to any matter or thing arising out of done performed or omitted to be done or performed under this Indenture.

5.INITIAL OBLIGATIONS OF THE JOINT VENTURERS

(1)The Olympic Dam Joint Venturers shall continue their field, engineering and office studies referred to in recital (b) and other studies and matters necessary to enable them to evaluate all aspects of development of the mineralisation within the Olympic Dam Area.

(2)The Stuart Shelf Joint Venturers shall continue their activities of exploration for mineralisation in the Stuart Shelf Area with a view to the selection of up to ten (10) Selected Areas for further evaluation and if warranted for mining development in accordance with the conditions attaching to the relevant tenements.

(3)Joint Venturers to Keep State Informed—The relevant Joint Venturers shall as part of their reporting obligations under Exploration Licence Nos. 783 and 784, the Exploration Licence to be issued in consequence of Application for Exploration Licence No. 611 of 1980 and Retention Lease No. 14 keep the State informed as to the progress and results of their respective operations under sub-clauses (1) and (2) of this Clause.

(4)Joint Venturers Co-operation with the State—The Olympic Dam Joint Venturers shall co-operate with the State and consult with the representatives or officers of the State and its instrumentalities regarding the matters referred to in sub-clause (1) of this Clause.

6.COMMITMENT TO INITIAL PROJECT

(1)—

(a)The Joint Venturers shall use all reasonable efforts, to complete, by the 31st day of December, 1984, such detailed studies and evaluations of the nature referred to in recital (b) as in their opinion may be necessary or desirable to enable them, or any of them, then to undertake necessary final evaluations and negotiations with respect to finance and the sale of Product, prior to taking any decision to proceed with the Initial Project in accordance with this clause provided always that the obligation of the Joint Venturers to complete such detailed studies and evaluations by the 31st day of December, 1984, shall be subject to the availability of all relevant information to the Joint Venturers on terms or conditions acceptable to the Joint Venturers.

(b)The Olympic Dam Joint Venturers undertake that during the calendar year 1982 they will spend not less than twenty million dollars in respect of the studies and evaluations referred to in recital (b) and during the period commencing on the 1st day of January 1982 and expiring on the 31st day of December 1984 or twelve months after the date upon which both State and Commonwealth approvals (on conditions, acceptable to the Olympic Dam Joint Venturers) to an Environmental Impact Statement in respect of the development of the mineralisation within the Olympic Dam Area are received by the Olympic Dam Joint Venturers, whichever is the later, will spend not less than a total of fifty million dollars in respect of the said studies and evaluations, provided however, that the expenditure obligations imposed upon the Olympic Dam Joint Venturers by this sub-clause shall be deemed to have been satisfied upon the giving of a Project Notice relating to the Olympic Dam Area.

(2)As soon as the Joint Venturers consider it practicable, but before the 31st day of December, 1987, the Joint Venturers shall, subject to the terms of this Indenture (in particular, Clause 53), notify the Minister of their decision with respect to proceeding with the Initial Project and as appropriate, provide—

(a)details in respect of the mining, treatment, transport and shipment of Product and in respect of the treatment, transport and shipment of Non-minesite Materials and Non-minesite Product and provision for the necessary workforce and population as specified in sub-clause (3) of this Clause;

(b)advice of their being satisfied that suitable arrangements can be made for the financing of the Initial Project;

(c)advice of their readiness to embark upon and proceed to implement the Initial Project; and

(d)particulars of the participating Joint Venturers in respect of the Initial Project and the percentage interest of each such Joint Venturer therein.

(3)The details to be advised to the Minister pursuant to paragraph (a) of sub-clause (2) of this Clause are:—

(a)the mining and all stages of treatment of ore or all stages of treatment of Non-minesite Materials including the tonnages of ore to be mined and treated or the tonnages of Non-minesite Materials to be treated and the disposal of tailings;

(b)streets and roads;

(c)railways and/or spur lines, sidings and weighbridges;

(d)facilities at ports in the State for the purposes of the Initial Project;

(e)construction camp;

(f)housing and town requirements (including site and conceptual layout) and including social, civic and engineering services;

(g)water supply;

(h)sewerage and effluent disposal;

(i)electricity supply;

(j)any fee simple estates, leases, licences or other tenures of land required from the State;

(k)any other works, services or facilities desired by the Joint Venturers;

(l)airport;

(m)any significant aboriginal and historic sites and measures for their protection;

(n)safety measures, including radiometric measures, for the workforce and associated population and for the transport storage and shipping of Product;

(o)use of local professional services, labour and materials;

(p)an environmental management programme as to measures to be taken in respect of the Joint Venturers' operations in respect of the Initial Project for the protection and management of the environment;

(q)the size and capacity of the treatment plant, the proposed construction programme, and the proposed extent of the mine; and

(r)any other details which the Joint Venturers consider to be relevant.

(4)The details furnished pursuant to sub-clause (3) of this Clause may be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (r) of sub-clause (3) of this Clause and may from time to time be varied or amended by the participating Joint Venturers.

(5)Use of Existing Infrastructure—The details furnished to the Minister pursuant to sub‑clause (3) of this Clause may instead of providing for the construction of new facilities of the kind therein mentioned provide for the use by the participating Joint Venturers upon reasonable terms and conditions of any existing facilities of such kind.

(6)The participating Joint Venturers shall co-operate with the State and when and where appropriate consult with the representatives or officers of the State and its instrumentalities regarding the matter or matters mentioned in one or more of paragraphs (a) to (r) of sub-clause (3) of this Clause.

7.APPROVALS

(1)Notwithstanding any provision of any Act, regulation, by-law or rule of law to the contrary, but subject always to the provisions of the ratifying Act and sub-clause (2) of Clause 23, whenever the Joint Venturers or any of them are, or an associated company is, required to obtain any permit, consent approval, authorization or permission of any kind whatsoever whether from the State or its instrumentalities or any statutory authority or any local government authority to enable them to discharge their obligations under this Indenture or to proceed with the implementation of the Initial or any Subsequent Project the application for such permit, consent, approval, authorization or permission may in the discretion of the relevant Joint Venturers be made to the Minister.

(2)Every application pursuant to sub-clause (1) of this Clause shall be in the form and shall provide the information and details required by the Act, regulation or by-law applicable to such application and on receipt thereof the Minister shall

(a)approve the said application without qualification or reservation; or

(b)require as a condition of the giving of his approval to the said application that the applicant comply with such conditions in respect thereof as he (having regard to the circumstances including the overall development of the relevant Project, the use by others as well as the applicant (or as the case may be, the Joint Venturers or any of them) of all or any of the facilities to be provided and the factors which would normally be taken into account in respect of such an application) thinks reasonable and in such a case the Minister shall disclose his reasons for such conditions; or

(c)refuse the application (having regard to the circumstances including the overall development of the relevant Project, the use by others as well as the applicant (or as the case may be, the Joint Venturers or any of them) of all or any of the facilities to be provided and the factors which would normally be taken into account in respect of such an application) and in such a case the Minister shall disclose his reasons for such refusal.

(3)The Minister shall—

(a)where details in respect of the subject matter of an application have previously been supplied to him pursuant to sub-clause (2) or (4) of Clause 6 and the application is substantially in accordance with such details, within two months of the receipt of such application; or

(b)in any other case, within four months of the receipt of an application,

give notice to the applicant of his decision in respect of the application.

(4)Consultation with Minister—If the decision of the Minister is as mentioned in paragraph (b) or (c) of sub-clause (2) of this Clause the Minister shall afford the applicant full opportunity to consult with him and should it so desire to submit new or revised applications either generally or in respect to some particular matter and the provisions of this clause shall apply to any such new or revised application.

(5)The Joint Venturers may, pursuant to sub-clause (1) of this Clause, seek any number of approvals, permits, consents authorizations or permissions (whether under one Act or any number of Acts) at any one time or as part of one application, and the Minister may deal therewith in accordance with the provisions of this Clause.

(6)Minister's Decision Subject to Arbitration—If in respect of any application made pursuant to sub-clause (1) of this Clause—

(a)the decision of the Minister is as mentioned in paragraph (b) of sub-clause (2) of this Clause and the applicant considers that any condition is unreasonable; or

(b)the decision of the Minister is as mentioned in paragraph (c) of sub-clause (2) of this Clause and the applicant considers that such decision is unreasonable; or

(c)the Minister fails to give notice to the applicant of his decision within the time specified in sub-clause (3) of this Clause

the applicant, within two months of receipt of the notice mentioned in sub-clause (3) of this Clause or (as the case may be) of the expiration of the time specified in the said sub-clause (3), may refer—

(i)the reasonableness of the condition; or

(ii)the reasonableness of the refusal; or

(iii)the application for the approval in question

as the case may be to arbitration in the manner provided in Clause 49.

8.IMPLEMENTATION OF INITIAL PROJECT

The participating Joint Venturers shall upon a Project Notice being given in respect of the Initial Project implement or cause to be implemented the Initial Project with all reasonable diligence in accordance with the terms of this Indenture.

9.SUBSEQUENT PROJECTS

(1)Obligations in respect of Subsequent Projects—Unless otherwise expressly provided herein the obligations of the parties hereto, or any of them in respect of the provision of, or payment for the provision of, infrastructure, facilities and services is limited to the infrastructure, facilities and services appropriate to that required for production at the minesite of 350 000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products and in the event that production at the minesite is planned to exceed that tonnage the Joint Venturers and the Minister shall negotiate in good faith as to the provision of and payment for further infrastructure, facilities and services (including any payment of the nature referred to in sub-clause (4) of Clause 29). A failure to agree in respect thereof shall not be arbitrable. It is the primary intention of the parties that the provision of, or payment for the provision of, infrastructure, facilities and services appropriate to the said production of 350 000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products will be related to the Initial Project and (if appropriate) any Subsequent Project which constitutes a material expansion or other material variation of the Initial Project but it is nevertheless recognized by the parties that a portion of such provision or payment may relate to a Subsequent Project which does not constitute such an expansion or variation to the Initial Project.

(2)If the Joint Venturers or any of them at any time during the continuance of this Indenture desire to proceed with and implement a Subsequent Project they shall give notice of such desire to the Minister and within 2 months thereafter shall submit to the Minister details in respect of all matters covered by such notice and such of the other matters mentioned in paragraphs (a) to (r) of sub-clause (3) of Clause 6 as the Minister and the Joint Venturers may agree. The provisions of Clauses 6 (other than the time limit specified therein), 7, 8 and 10 where applicable shall mutatis mutandis apply to such Subsequent Project.

10.COMPLIANCE WITH CODES

(1)Notwithstanding any other provision of this Indenture, in relation to the Initial Project or any Subsequent Project, the relevant Joint Venturers shall observe and comply with the undermentioned codes, standards or recommendations and any amendments thereof or any codes, standards or recommendations substituted therefor—

(a)"Code of Practice on Radiation Protection in the Mining and Milling of Radioactive Ores, 1987", published for the Commonwealth Department of the Arts, Sport, the Environment, Tourism and Territories in 1987 by the Australian Government Publishing Service (International Standard Book Number I.S.B.N. 0644 07101 X).

(b)"Code of Practice for the Safe Transport of Radioactive Substances, 1990," published for the Department for the Arts, Sport, the Environment, Tourism and Territories by the Australian Government Publishing Service (International Standard Book Number I.S.B.N. 0 644 1186 1).

(c)"Code of Practice on the Management of Radioactive Wastes from the Mining and Milling of Radioactive Ores, 1982", published for the Department of Home Affairs and Environment, by the Australian Government Publishing Service (International Standard Book Number I.S.B.N. 0 644 02066 0).

(d)Codes based on scientific studies and scientific assessment presently issued or to be issued from time to time by the National Health and Medical Research Council of Australia.

(e)Codes or recommendations presently issued or to be issued from time to time by the International Commission on Radiological Protection or the International Atomic Energy Agency.

(2)Notwithstanding the provisions of sub-clause (1) of this Clause, the relevant Joint Venturers shall, at all times, use their best endeavours to ensure that the radiation exposure of employees and the public shall be kept to levels that are in accordance with the principles of the system of dose limitation as recommended by the International Commission on Radiological Protection (publication number 26 of 1977) as varied or substituted from time to time.

(3)Where, by or under an Act of the Parliament of the State or Commonwealth provision is made in respect of a matter contained in a code, standard or recommendation described in sub-clause (1) of this Clause, the relevant Joint Venturers shall comply with that provision.

(4)The State shall not, in relation to the Initial Project or any Subsequent Project, seek to impose on the Joint Venturers or any of them or an associated company any standard relating to the mining, treatment, processing, handling, transporting or storage of radioactive ores, residues, effluents, wastes, tailings, concentrates or Product which is more stringent than the most stringent standards contained in any of the codes, standards or recommendations referred to in sub-clause (1) of this Clause.

11.PROTECTION AND MANAGEMENT OF THE ENVIRONMENT

(1)Within a reasonable time after giving a Project Notice in respect of the Initial Project or any Subsequent Project and at three yearly intervals thereafter the participating Joint Venturers shall submit to the Minister a three year programme for the protection, management and rehabilitation (if appropriate) of the environment in respect of that Project including arrangements with respect to monitoring and the study of sample areas to ascertain the effectiveness of such programme.

(2)On receipt of any programme submitted to him pursuant to sub-clause (1) of this Clause the Minister shall—

(a)approve the said programme without qualification or reservation; or

(b)approve the said programme subject to such conditions in respect thereof or such variations thereto as he thinks reasonable; or

(c)refuse to approve the said programme.

(3)The Minister shall within two months of receipt of a programme submitted to him pursuant to sub-clause (1) of this Clause give notice to the relevant Joint Venturers of his decision in respect thereof. If the decision of the Minister is as mentioned in paragraph (b) or (c) of sub-clause (2) of this Clause the Minister shall disclose to such Joint Venturers his reasons for his decision.

(4)The provisions of sub-clauses (4) and (6) of Clause 7 shall mutatis mutandis apply to any decision of the Minister in the terms of paragraphs (b) or (c) of sub-clause (2) of this Clause.

(5)The relevant Joint Venturers shall implement the programme when approved or determined by arbitration in accordance with the terms (including any conditions) thereof.

(6)The relevant Joint Venturers shall—

(a)provide all relevant raw data to the Minister;

(b)at yearly intervals, commencing from the date when the programme is approved, submit an interim report to the Minister concerning such programme; and

(c)at the expiration of three years from the date the programme is approved submit a detailed report to the Minister concerning such programme during the previous three years.

(7)In the event of a sudden and unexpected material detriment to the environment occurring as a result of the Joint Venturers' operations, the relevant Joint Venturers as soon as reasonably practicable shall submit to the Minister a programme for the mitigation of such detriment and the provisions of sub-clauses (2) to (6) inclusive of this Clause shall apply to any such programme.

(8)For the purposes of the Noise Control Act 1976–1977, the area of the Initial Project or any Subsequent Project shall be described as predominantly industrial.

(9)Notwithstanding the provisions of this Clause, the State acknowledges that the Joint Venturers, in assessing the economic feasibility of the Initial Project or any Subsequent Project, will have regard to the laws, regulations or standards (other than those referred to in Clause 10) relative to the environment existing at the time at which the relevant Project Notice is given. Should there occur during the currency of this Indenture any changes to any such laws, regulations or standards of or applied by the State the result of which is to impose substantial additional costs upon the Joint Venturers or any of them the State shall, upon request of the relevant Joint Venturers give due consideration to ameliorating the adverse effects of such costs.

12.USE OF LOCAL PROFESSIONAL SERVICES, LABOUR AND MATERIALS

(1)The Joint Venturers shall for the purposes of this Indenture as far as it is reasonable and economically practicable—

(a)use the services of engineers, surveyors, architects and other professional consultants resident and available within the State;

(b)use labour available within the State;

(c)when calling for tenders and letting contracts for works materials plant equipment and supplies ensure that South Australian suppliers manufacturers and contractors are given reasonable opportunity to tender or quote; and

(d)give proper consideration and where possible preference to South Australian suppliers manufacturers and contractors when letting contracts or placing orders for works materials plant equipment and supplies where price quality delivery and service are equal to or better than that obtainable elsewhere.

(2)The State continues to support the availability of analytical, process research and development and other scientific and technical services in South Australia and the Joint Venturers, in accordance with the provisions of sub-clause (1) of this Clause, will give reasonable consideration to the use of such services for the purposes of this Indenture.

(3)In providing the support referred to in sub-clause (2) of this Clause the State is establishing Technology Park Adelaide adjacent to The Levels Campus of the South Australian Institute of Technology as a centre for research and development in relevant fields and for high technology/science based industry and the Joint Venturers, in accordance with the provisions of sub-clause (1) of this Clause, will give reasonable consideration to use of this Park as a site for research and development activities for the purposes of this Indenture.

(4)Nothing in this Clause shall require the Joint Venturers or any of them or an associated company to act upon other than commercial considerations.

(5)The Joint Venturers shall from time to time during the currency of this Indenture when requested by the Minister submit a report concerning their implementation of the provisions of sub-clauses (1), (2) and (3) of this Clause.

13.JOINT VENTURERS' WATER REQUIREMENTS

(1)The Joint Venturers shall commencing on the 1st day of January 1983 and at yearly intervals thereafter provide the Minister with a ten year schedule of their best estimates of the annual average daily water requirements for the forthcoming ten years in respect of

(a)potable water; and

(b)non-potable water

in each case for both

(c)the minesite; and

(d)the townsite

and the actual or expected sources of supply for such water.

(2)Potable Water—The participating Joint Venturers for the Initial Project shall construct adequate potable water storage facilities for the town at a location and of a capacity to be agreed with the State (which storage facilities are in this Clause 13 referred to as "the Storage Facilities"). The Storage Facilities shall be and remain the property of the relevant Joint Venturers and in accordance with sub-clause (23) of this Clause may be constructed in several stages.

(3)The Joint Venturers or any of them shall have the right (to be exercised in their sole discretion) to construct a pipeline and appurtenant works from Port Augusta to Olympic Dam (which pipeline and works is in this Clause 13 referred to as "the Pipeline") capable of delivering to Olympic Dam a sufficient supply of potable water to satisfy that portion of the mine and town water requirements in respect of potable water appropriate to a level of production at the minesite of 350 000 tonnes per annum of contained copper in saleable Product, saleable Non-minesite Product and associated by-products which may not be provided from some other source. The timing of the construction of the Pipeline shall be at the discretion of the Joint Venturers and the route thereof shall be subject to generally applicable environmental procedures and approvals.

(4)If the Joint Venturers or any of them construct the Pipeline pursuant to sub-clause (3) of this Clause the State will make available to the relevant Joint Venturers at Port Augusta 9 000 kilolitres of potable water per day. If on the 31st day of December 1993 (or such other date as the Joint Venturers and the Minister may agree and any failure to agree shall not be arbitrable) the Joint Venturers or any of them are not utilising the said supply of potable water at an annual average rate of 9 000 kilolitres per day and there is a reasonable expectation that the whole of such supply will not be so utilised, the State may make available the unused part (or the expected unused part) of such water to other consumers.

(4A)—

(a)

(i)Paragraph (c) of this subclause (4A) shall operate subject to and only impose or create obligations on the State or the South Australian Water Corporation in the following manner:

(1)to the extent that paragraph (c) is not unlawful, invalid, unenforceable, illegal or void, is voidable and avoided or is otherwise contrary to the Competition Policy Reform (South Australia) Act, 1996, the Competition Code or any other law or regulation, howsoever applying or in force pursuant thereto or otherwise, in relation to the establishment, implementation, operation or enforcement of national competition policy as envisaged by that legislation or the Conduct Code Agreement referred to in the Competition Policy Reform (South Australia) Act, 1996, irrespective of when any such law or regulation is enacted; and

(2)the obligations in paragraph (c) shall not exist or have any force or effect if the State's or the South Australian Water Corporation's agreement to this subclause prevents, reduces, delays or adversely affects or derogates from the Commonwealth's obligations to make any payment to the State or the State's rights to receive any such payments in relation to the establishment, implementation or operation of national competition policy pursuant to the Agreement to Implement the National Competition Policy and Related Reforms dated 11 April 1995 made between the Commonwealth and each of the States and Territories, to any other agreement amending or replacing that Agreement or to any law or regulation applicable to any such payment enacted or promulgated respectively after the date of that Agreement.

(b)If any of the provisions of paragraph (c) of this subclause (4A) is unlawful, invalid, unenforceable, illegal or void, is voidable and avoided or is otherwise contrary to the provisions of any law or regulation referred to in subparagraph (a)(i)(1) above, then the obligations paragraph (c) shall not exist or create or impose obligations on the State or the South Australia Water Corporation to the extent that the existence or performance of such provisions would have any such relevant effect or consequence.

(c)Subject to subparagraphs (a) and (b), if and only if the following events occur:

(i)the Joint Venturers or any of them construct the Pipeline;

(ii)the Joint Venturers or any of them is granted, obtains or otherwise acquires licences for the taking of water from the River Murray;

(iii)the relevant Joint Venturers have given the State, at any time before, during or after construction of the Pipeline, not less than four (4) years' written notice either that they require the State to make potable water available to them at Port Augusta or that they require the State to reserve pipeline capacity in the Morgan-Whyalla pipeline system for that purpose; and

(iv)the relevant Joint Venturers' said written notice specifies the date on which they require the State actually to make available to them potable water at Port Augusta,

then the following provisions shall apply:

(v)Subject to subparagraphs (vi) and (ix), the South Australian Water Corporation shall make available to the relevant Joint Venturers at Port Augusta the lesser of either 9 000 kilolitres of potable water per day or of the volume of water per day equivalent to the volume of water from the River Murray made available at Morgan to the South Australian Water Corporation by the relevant Joint Venturers from time to time pursuant to the licences referred to in subparagraph (ii) above by the date agreed between the parties, or in the absence of any such agreement, then the last to occur of the following dates:

(1)the date specified in the relevant Joint Venturers' said notice;

(2)the fourth anniversary of the date of the relevant Joint Venturers' said notice; or

(3)the second anniversary of the date of any agreement entered into pursuant to subparagraph (vi).

(vi)The South Australian Water Corporation's obligation to make available to the relevant Joint Venturers potable water at Port Augusta pursuant to this subclause (4A) shall be subject to and conditional upon the South Australian Water Corporation entering into a detailed agreement on the basis specified in subparagraph (vii) and on terms and conditions not materially less favourable than similar agreements entered into by the South Australian Water Corporation on an arm's length basis for the delivery of water taken from or through the Morgan-Whyalla pipeline system, including, without limitation, in relation to the following matters:

(1)the treatment, pumping, storage, distribution and continuity of supply of any such water;

(2)the plant, equipment, facilities, services or other infrastructure required for any such delivery;

(3)the obligations to construct, and to pay for the construction, of any such plant, equipment, facilities or other infrastructure; and

(4)the costs or charges payable by the relevant Joint Venturers to the South Australian Water Corporation for any such delivery including, without limitation, in relation to any of the foregoing specified matters.

(vii)The agreement referred to in subparagraph (vi) shall be entered into on the following basis:

(1)there be no subsidy provided (either directly or indirectly) by either the State, the South Australian Water Corporation or other consumers with respect to the delivery of the said potable water to the Joint Venturers;

(2)the Joint Venturers shall pay the actual cost incurred by the South Australian Water Corporation in delivering the said potable water to them, and shall not be required to subsidize the said delivery by the South Australian Water Corporation;

(3)the actual cost incurred by the South Australian Water Corporation delivering the said potable water will be calculated on a total system basis for the Morgan-Whyalla Pipeline System with appropriate allocation of costs (or on such other basis as the parties may agree) having regard to (but not limited to):

•the degree to which relevant costs (if any) are borne by the Joint Venturers;

•statutory contributions, rates, taxes, levies and other charges payable by the South Australian Water Corporation to the State or any local government or statutory authority on a non-discriminatory basis; and

•the need for the South Australian Water Corporation to service borrowings, to make reasonable provision for depreciation and replacement of plant and any return on capital invested.

(viii)The terms of the said agreement shall permit the South Australian Water Corporation, at any time during the term of the said agreement, to increase the charges to the Joint Venturers in accordance with the following principles:

(1)the charges shall be increased only as part of and at the same time as the South Australian Water Corporation reviews and increases the charges to other customers to whom the South Australian Water Corporation supplies or delivers potable water originating from or through the Morgan-Whyalla pipeline system;

(2)the rate of increase of the charges shall not exceed the overall rate of increase of all other such charges of the South Australian Water Corporation on other consumers of water supplied or delivered by the Morgan-Whyalla Pipeline System; and

(3)the terms of the agreement shall provide that if the Joint Venturers do not accept the charges as increased by the South Australian Water Corporation, then the reviewed charges shall be determined by an independent expert appointed pursuant to this Indenture. The independent expert shall have regard to the principles in subparagraph (vii) in making a determination. Until any determination is made by the independent expert, the charges so determined by the South Australian Water Corporation shall continue to apply, and following such determination, the charges determined by the independent expert shall apply from the beginning of the period when the South Australian Water Corporation increased the charges.

(ix)The South Australian Water Corporation's obligation to make available to the relevant Joint Venturers potable water at Port Augusta pursuant to this subclause (4A) shall be subject to and conditional upon the Pipeline being constructed and operational.

(x)If the South Australian Water Corporation and the relevant Joint Venturers are unable to agree on the charges payable by the relevant Joint Venturers pursuant to the said agreement within 180 days, then the matter shall be referred to an independent expert for determination pursuant to this Indenture. The independent expert shall have regard to the principles specified in subparagraph (vii) in making a determination of the charges payable by the relevant Joint Venturers pursuant to the said agreement.

(xi)The parties shall act reasonably and in good faith in negotiating any agreement referred to in subparagraph (vi).

(xii)The State guarantees compliance by the South Australian Water Corporation with the provisions of this subclause 13(4A) as apply to the South Australian Water Corporation and with such of the provisions of any detailed agreement entered into pursuant to subparagraph (vi) relating or incidental to the supply of potable water by the South Australian Water Corporation including any amendments to or substitutions for any such detailed agreement which have the prior approval of the Minister.

(d)If one of the following provisions apply:

(i)the relevant Joint Venturers have requested the South Australian Water Corporation to reserve pipeline capacity pursuant to paragraph (c); or

(ii)the relevant Joint Venturers have requested the South Australian Water Corporation to make available to them potable water pursuant to paragraph (c) and the relevant Joint Venturers do not accept or take delivery of that potable water by the date specified in paragraph (c),

then the Joint Venturers shall pay to the South Australian Water Corporation an annual reservation charge for the reservation of pipeline capacity, the amount of which is to be determined on the following basis:

(iii)the costs incurred by the South Australian Water Corporation to construct or install additional capital works, plant, equipment or other infrastructure as a consequence either of its reservation of that pipeline capacity for so long as any such reservation occurs or of it being in a position to make available the relevant volume of water to the relevant Joint Venturers in accordance with any such agreement for so long as any such failure to accept or take such water continues; and

(iv)the period either for which any such reservation has been requested or for which any such failure to accept or take such water is likely to continue (as the case may be).

(e)The annual reservation charge shall be payable on and from either the date on which any such reservation commences or the date on which any such failure commences (as the case may be). The Joint Venturers shall pay the said annual reservation charge to the South Australian Water Corporation within thirty (30) days of the South Australian Water Corporation serving on the Joint Venturers a notice requesting the payment of the said reservation charge together with an accompanying statement setting out the manner in which the amount of the said reservation charge the subject of the notice has been determined.

(f)If the relevant Joint Venturers do not accept the annual reservation charge as determined by the South Australian Water Corporation within 30 days, then the amount of the annual reservation charge shall be referred to an independent expert for determination pursuant to this Indenture. The independent expert shall have regard to the costs incurred by the South Australian Water Corporation referred to in subparagraph (d)(iii) and the period specified in subparagraph (d)(iv) in making a determination. Until any determination is made by the independent expert, the annual reservation charge as determined by the South Australian Water Corporation shall continue to apply, and following such determination, the annual reservation charges determined by the independent expert shall apply on and from the date on which the annual reservation charge is payable pursuant to paragraph (d).

22.This Licence may be varied by agreement in writing between the State and the Licensees and not otherwise, provided however, that any failure to so agree shall not be subject to arbitration pursuant to Clause 49 of the Indenture.

23.If any question difference or dispute shall arise under or in relation to this Licence between the State and the Licensees or any of them concerning any provision of this Licence or the meaning or construction of any matter or thing arising under or in any way connected with this Licence or the rights duties or liabilities of either the State or the Licensees or any of them under or in pursuance of the provisions of this Licence including any question whether the State or a Licensee is or are in default under any provisions of this Licence then and in every such case the question difference or dispute matter or thing shall be referred to arbitration in accordance with the procedure set out in Clause 49 of the Indenture.

24.The area comprised in this Licence shall be subject to correction to accord with any Survey to be made by and at the expense of the Licensees.

25.This Licence and any Transfer, Mortgage or other dealing therewith shall be recorded in accordance with the provisions of Clause 51 of the Indenture.

26.The Minister may exempt the Licensees or any of them from any obligation to comply with any condition of this Licence and may waive payment of or grant time or indulgence for the payment of any rental or other amount due hereunder or suspend expenditure on exploration.

27.Any notice to be given or demand to be made by the Licensees or by or on behalf of the Minister shall be given or made as specified in Clause 54 of the Indenture.

28.In the construction of these presents each and every word term or expression defined in the Indenture shall have the same meaning where used in these presents; words importing one gender shall include the other genders; and the singular shall include the plural and vice versa when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the said land" includes any part thereof;

"the Indenture" means the Indenture dated the                  day of                  19      between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "Roxby Downs (Indenture Ratification) Act, 1982".

IN WITNESS whereof the parties hereto have hereunto set their hands and seals this    day of    19      .

His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed hereto on the ...... day of ...... 19 ......

(Execution by Licencees)

........................................................................

Governor

FOURTH SCHEDULE

SPECIAL BUFFER ZONE LEASE (MINE)

His Excellency the Governor in and over the State of South Australia in the Commonwealth of Australia in conformity with and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act, 1982, and of all other powers enabling him in that behalf, doth hereby lease to      (hereinafter referred to as "the Lessees" which expression shall include their and each of their respective successors and assigns) all that piece of land containing          square kilometres or thereabouts and situated at    in the State of South Australia more particularly described and delineated in the plan annexed hereto (hereinafter with any additions thereto called "the land") to be held by the Lessees for a term of twenty one years commencing on the                  day of                  19          until and including the                  day of                  19          subject to any extension or extensions at a yearly rent of ten cents ($0.10) to be paid yearly in advance SUBJECT ONLY to the covenants and conditions stated below.

COVENANTS

1.The Lessees shall during the term of this Lease:

(i)subject to Clause 34 of the Indenture, pay the said rent to the State at the offices of the Minister of Mines and Energy or such other place as shall be agreed between the parties hereto yearly in advance on the first day of                  in each year during the said term;

(ii)forthwith commence to destroy and during the term of the Lease use reasonable means to keep the land free from vermin and pests;

(iii)take adequate measures to safeguard the public, the work force and the environment in relation to operations under the Indenture;

(iv)carry out, in accordance with any approved environmental management programme, any necessary planting and take adequate measures to preserve the vegetation in the zone, prevent erosion of its surface, and rehabilitate any degradation thereof;

(v)whenever required so to do by the Minister at the Lessees' own cost build and keep in proper repair a sufficient and substantial fence around the land so as effectually to restrict all unauthorized access.

2.The Lessees shall not assign, sublet, charge or encumber the whole or any part of the land or this Lease otherwise than in accordance with the Indenture (as hereinafter defined).

CONDITIONS

3.The Lessees shall be entitled to use the land for any purpose specified in Clause 25 of the Indenture.

4.This Lease may be varied by agreement in writing between the State and the Lessees and not otherwise and failure to agree shall not be arbitrable pursuant to Clause 49 of the Indenture.

5.An application for extension of this Lease shall be made by the Lessees to the Minister.

6.Except as otherwise provided if any question difference or dispute shall arise under or in relation to this Lease between the State and the Lessees or any of them concerning any provision of this Lease or the meaning or construction of any matter or thing arising under or in any way connected with this Lease or the rights duties or liabilities of either the State or the Lessees or any of them under or in pursuance of the provisions of this Lease including any question of whether the State or a Lessee is or are in default under any provisions of this Lease then and in every such case the question difference or dispute matter or thing shall be referred to arbitration in accordance with the procedure set out in Clause 49 of the Indenture.

7.This Lease and any Transfer, Mortgage or other dealing herewith shall be recorded in accordance with the provisions of Clause 51 of the Indenture.

8.The Minister may by notice in writing exempt the Lessees or any of them from any obligation to comply with any condition of this Lease and may waive payment of or grant time or indulgence for the payment of any Rental or other amount due hereunder.

9.The area comprised in this Lease shall be subject to correction to accord with any Survey to be made by and at the expense of the Lessees and shall be subject to variance in accordance with Clause 25(2) of the Indenture.

10.Any notice to be given or demand to be made upon the Lessees by or on behalf of the Minister shall be given or made as specified in Clause 54 of the Indenture.

11.In the construction of this Lease each and every word term or expression also defined or used in the Indenture shall have the same meaning when used in this Lease; words importing one gender shall include other genders; the singular shall include the plural and vice versa; when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the land" includes any part thereof and any lands substituted therefor;

"the Indenture" means the Indenture dated the ................................................ day of ........................ 1982 and made between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "The Roxby Downs (Indenture Ratification) Act, 1982".

IN WITNESS whereof this Lease has been granted and executed by the State of South Australia.

His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed hereto on the ...... day of ...... 19 ......

(Execution by Lessees)

........................................................................

........................................................................
........................................................................

FIFTH SCHEDULE

DESCRIPTION OF THE OLYMPIC DAM AREA

The Olympic Dam area is an area bounded as follows:

commencing at a point being the intersection of latitude 30° 23′S and longitude 136° 50′E thence east to longitude 136° 57′E, south to latitude 30° 30′S west to longitude 136° 50′E and north to point of commencement.

SIXTH SCHEDULE

DESCRIPTION OF THE STUART SHELF AREA

THE STUART SHELF AREA, is an area bounded as follows:

Commencing at a point being the intersection of latitude 29° 45′S and longitude 136° 36′E, thence east to longitude 136° 48′E south to latitude 29° 48′S, east to longitude 136° 57′E, south to latitude 30° 09′S, east to longitude 137° 19′E, south to latitude 30° 12′S, east to longitude 137° 32′E, south to latitude 30° 25′S, east to longitude 137° 52′E, south to latitude 30° 37′S, east to longitude 138° 00′E, south to latitude 30° 49′S, west to longitude 137° 55′E, south to latitude 31° 09′S, west to longitude 137° 50′E, south to latitude 31° 25′S, west to longitude 137° 39′E, south to latitude 31° 45′S, west to longitude 137° 30′E, north to latitude 31° 35′S, west to longitude 137° 25′E, north to latitude 31° 15′S, east to longitude 137° 30′E, north to latitude 31° 00′S, west to longitude 137° 23′E, south to latitude 31° 15′S, west to longitude 137° 18′E, north to latitude 31° 07′S, west to longitude 137° 06′E, south to latitude 31° 10′S, west to longitude 136° 51′E, north to latitude 31° 07′S, west to longitude 136° 49′E, north to latitude 30° 55′S, east to longitude 136° 57′E, north to latitude 30° 49′S, west to longitude 136° 44′E, north to latitude 30° 42′S, west to longitude 136° 41′E, north to latitude 30° 17′S, west to longitude 136° 35′E, north to latitude 30° 13′S, west to longitude 136° 30′E, north to latitude 29° 53′S, east to longitude 136° 36′E and north to the point of commencement, but excluding:

(1)The area bounded as follows:

Commencing at a point being the intersection of latitude 30° 23′S and longitude 136° 50′E, thence east to longitude 136° 57′E, south to latitude 30° 30′S, west to longitude to 136° 50′E and north to the point of commencement.

(2)The surface stratum of the area known as the Andamooka Precious Stones Field to a depth of 50 metres.

The area of the Andamooka Precious Stones Field is an area bounded as follows:

commencing at a point being the intersection of latitude 30° 22′S and longitude 137° 06′E, thence east to longitude 137° 10′E, south to latitude 30° 25′S, east to longitude 137° 12′E, south tp latitude 30° 26′S, east to longitude 137° 14′E, south to latitude 30° 29′S, east to longitude 137° 19′E, south to latitude 30° 32′S, west to longitude to 137° 06′E, north to latitude 30° 31′S, west to longitude 137° 04′E, north to latitude 30° 27′S, east to longitude 137° 06′E, and north to the point of commencement.

SEVENTH SCHEDULE   

1.Supply of Electricity

(a)The Trust shall supply electricity to the Joint Venturers or such of them as they may nominate or an associated company as they may nominate (hereinafter referred to as "the Consumers") which shall accept and pay for such electricity subject to the provisions of this Agreement.

(b)The Trust shall supply electricity in the first instance at the point of supply referred to in Clause 2.

2.Point of Supply

(a)The Trust shall supply electricity of the quantity and nature referred to in Clause 4 in the following manner:

(i)The Trust shall supply such electricity to the Commonwealth at the outgoing sides of a three phase set of insulators attached to a slack span connected between the first tower in the said transmission line and the Trust's equipment at the Switchyard of the Thomas Playford Power Station.

(ii)If the said transmission line at any time hereafter becomes vested in or is operated and controlled by the Trust such electricity shall be supplied at the outgoing side of a three phase set of insulators attached to a slack span connected between the first tower in a transmission line owned by the Consumers and the Trust's equipment in a switchyard or substation at Woomera.

(b)The point at which electricity shall be supplied (except the change in point of supply contemplated by sub-clause (a) of this Clause) may be changed only with the consent of both parties to this Agreement and (unless otherwise agreed in writing) any such change shall be at the expense in all things of the party requesting the change. Without limiting the generality of the foregoing such a change may be requested for the more convenient supply of electricity and neither party shall unreasonably refuse to consent to a change in the point of supply.

3.Additional Points of Supply

(a)The Trust shall supply additional electricity requested by the Consumers from the Davenport Substation of the Trust near Port Augusta aforesaid which shall be supplied at the outgoing sides of a three phase set of insulators attached to a slack span connected between the first tower in a transmission line owned and operated by the Consumers and the Trust's equipment at the said Substation.

(b)The point at which electricity shall be supplied may be changed only with the consent of both parties to this Agreement and (unless otherwise agreed in writing) any such change shall be at the expense in all things of the party requesting the change. Without limiting the generality of the foregoing such change may be requested for the more convenient supply of electricity and neither party shall unreasonably refuse to consent to a change in the point of supply.

4.Nature and Quantity of Supply

(a)The electricity supplied pursuant to Clause 2:

(i)shall be of alternating current fifty (50) hertz three phase and of 132,000 volts or thereabouts; and

(ii)shall not be supplied in amounts greater than that specified in the Indenture.

(b)The electricity supplied pursuant to Clause 3 shall be of alternating current fifty (50) hertz three phase and shall be of 275,000 volts or thereabouts.

(c)The Trust does not guarantee to the Consumers a supply of electricity within any voltage or frequency range but will use its best endeavours to maintain the voltage of electricity to be supplied at the undermentioned points of supply within the following ranges of voltage and frequency under normal operating conditions:

Point of Supply	Voltage	Frequency
1.	Port Augusta	within 100% to 105% of 132 000 volts	within 0.15 hertz of fifty (50) hertz
2.	Woomera	within 95% to 105% of 132 000 volts	within 0.15 hertz of fifty (50) hertz
3.	Davenport	within 100% to 110% of 275 000 volts	within 0.15 hertz of fifty (50) hertz

5.Responsibility for Provision of Works

(a)The Trust shall supply and maintain such transmission lines transformers circuit breakers switches protective equipment and other works as it shall think fit for the supply of electricity to the Consumers pursuant to this Agreement up to and including the points of supply as hereinbefore defined.

(b)The Consumers shall supply and maintain or shall cause to be supplied and maintained such transmission lines transformers circuit breakers switches and protective equipment and other works as they shall think fit for the transmission thereof from Woomera and the point of supply referred to in Clause 3.

(c)The Consumers shall not make any connection between the Consumers' installations and the Trust's mains except with the specific approval of the Trust.

(d)—

(i)At all times during the period of supply the transmission lines transformers circuit breakers switches protective equipment and other works supplied and maintained by the Consumers for the transmission of electricity pursuant to sub-clause (b) of this Clause and by the power distribution authority for the distribution of electricity within the townsite (the said transmission lines transformers circuit breakers switches protective equipment and other works being hereinafter referred to as "the Consumers' installations") shall be built to a standard adopted and used by the Trust in building equipment and installations of a like nature to the Consumers' installations.

(ii)The electrical installations in the houses and buildings in the townsite and all electrical installations built by the Consumers for use in association with the mining and processing of ores in the area of any Special Mining Lease shall comply with the wiring rules of the Standards Association of Australia in force from time to time.

(iii)Without being under any obligation to do so the Trust may inspect or test the Consumers' installations after giving reasonable notice of its intention in that regard and for the purpose of enabling the Trust to make such inspections and tests the Consumers shall:

(a)permit the Trust's workmen or representatives to enter upon any premises occupied by the Consumers;

(b)reserve in any tenancy agreement or lease made hereafter by the Consumers for the lease of lands or premises to third parties a right for the Trust's workmen or representatives to enter thereon at all reasonable times upon notice to such third parties;

(c)ensure that any easement or right of way hereafter granted to the Consumers for the purpose of building and maintaining the Consumers' installations provides a right for the Trust's workmen and representatives to enter upon the land subject to the easement or right of way and to remain thereon for the purpose of inspecting or testing any of the Consumer's installations.

(iv)Although observance of the wiring rules of the Standards Association of Australia and any test or inspection of the Consumers' installations has the effect of ensuring that the wiring of the installations are good and sound the Trust will not be responsible for the installations or any defects therein or any failure thereof.

6.Metering

(a)The Trust shall supply and maintain at or adjacent to the points of supply suitable Class 0.5 kilowatt hour meters maximum demand indicators and any other apparatus required for recording the quantity of electricity supplied and for recording all other data necessary for carrying this Agreement into effect or otherwise required by the Trust in connection therewith. The Trust shall measure the quantity of electricity supplied to the Commonwealth at the point of supply described in Clause 2 and if the Commonwealth has retained ownership of the power line shall request the Commonwealth or the appropriate body or instrumentality of the Commonwealth to supply to the Trust records of the quantity of electricity taken by or supplied to the Consumers at Woomera and such records shall be prima facie evidence of the matters therein recorded. The recordings and other indications of such meters indicators and other apparatus shall be prima facie evidence of the facts purporting to be thereby recorded or indicated.

(b)The Trust will install such check meters and indicators as are in the opinion of the Trust and its officers thought desirable provided that the recordings and indications of the said meters and indicators shall be for the information of the Trust and save as is in sub-clause (e) of this Clause otherwise provided shall not be taken into account for the purpose of the calculation of charges.

(c)In addition to its routine inspections and checks and whenever so requested by the Consumers by notice in writing the Trust shall test the instrument or instruments specified in the notice and make such corrections as shall be necessary. The Trust shall test the accuracy of the meters in accordance with a method recommended by The Electricity Supply Association of Australia from time to time. If upon such a test an instrument is found to be within an average of one and one-half per centum of the correct reading or indication the Consumers shall bear the cost of such tests but otherwise the Trust shall bear the cost. For the purpose of calculating charges payable by the Consumers under this Agreement adjustments shall be made as shown by the test to be necessary except that no adjustment of charges shall be made in respect of an error of less than an average of one and one-half per centum of the correct reading or indication and no such adjustment shall be made in respect of any time earlier than one calendar month immediately preceding the request for the test.

(d)A representative of the Consumers will be permitted to witness routine inspections and checks and other tests.

(e)Should the kilowatt hour meters demand indicators and any other apparatus required for recording the quantity of electricity supplied and for recording all other data necessary for carrying this Agreement into effect fail to register the data recorded by such apparatus correctly or at all the Consumers shall pay the Trust an amount to be estimated by the Trust.

(f)Meters shall be read at intervals of one calendar month or thereabouts.

(g)The maximum demand indicator shall be of the type which measures the average maximum demand in kilowatts which occurs during each fifteen (15) minutes and indicates the highest of such averages between successive resettings.

(h)If the Trust hereafter supplies electricity directly to the Consumers at Woomera as contemplated by Clause 2(a)(ii) or at Davenport Substation as contemplated by Clause 3(a) the Trust will provide information in a form readily transmitted over normal electronic communications media of the kilowatt hours and quarter hour time duration to enable the Consumers to have a duplication of the Trust's meter readings. The Trust will provide a suitable isolating device on the transmission side of the Consumers' communications medium to effectively isolate its metering equipment from the Consumers equipment.

7.Charges for Supply

(a)The Consumers shall pay for the supply of electricity to them by the Trust in accordance with the provisions of Clause 18 of the Indenture.

(b)The said charges shall be paid within fourteen days after the receipt by the Consumers of a monthly account or statement from the Trust showing the amount payable. Payments shall be made free of exchange at Adelaide.

(c)If the Trust hereafter supplies electricity directly to the Consumers at Woomera as contemplated by Clause 2(a)(ii) the Consumers shall pay in addition to the charges set forth in this Clause an amount determined by the Trust in each calendar month being a fair proportion (having regard both to the number of consumers supplied through the power line and the extent of their usage) of the costs of operating and maintaining the said transmission line of the Commonwealth.

8.Exception to Trust's Obligation to Supply

(a)The Trust shall not be liable for any failure either total or partial to supply electricity by reason of any stoppage or dislocation of its business from any cause beyond its control or by reason of its business being interfered with by or as a result of any strike lock-out or combination of workmen whether the same be in connection with its own business or in connection with any trade or business upon which it may be dependent for supplies or services war riot act of God force majeure or accident interference with or breakdown from whatsoever cause arising of its plant machinery mains or other works or by reason of any stoppage or dislocation of its business from any other cause whatsoever.

(b)The Trust shall have the right to discontinue the supply for such period as may be necessary for making repairs alterations and connections to the Trust's plant mains apparatus and works and for any other purposes but in exercise of the Trust's rights pursuant to this Clause the Trust shall endeavour to give to the Consumers notice of any action proposed to be taken by the Trust. The period of notice will be as long as circumstances will allow. The Trust shall not be liable to the Consumers for discontinuing the supply pursuant to this sub-clause.

(c)The Trust may from time to time by notice published in any newspaper circulating in the said State of South Australia or published by radio or television from any national or commercial radio or television station in the said State regulate prohibit restrict or control the consumption of electricity supplied by the Trust in such manner on such days and during such hours as the Trust shall think fit. Any use of electricity contrary to the terms of any such notice (whether or not such notice shall have come to the actual knowledge of the Consumers) shall be deemed to be a contravention of the provisions of this agreement and shall give the Trust the right to discontinue supply pursuant to Clause 9.

9.The Trust may discontinue the supply to the Consumers and for the purpose of disconnecting the Consumers' installations, equipment or transmission lines enter upon the premises owned by or under the control of the Consumers or any of them at any time and disconnect such installations, equipment or transmission lines:

(a)if the Consumers or any of them shall use or deal with the electricity supplied to them in such a manner as may interfere with the efficient supply of electricity to other consumers supplied by the Trust;

(b)if the Consumers or any of them shall make default:

(i)in paying for electricity supplied to the Consumers pursuant to this Agreement;

or

(ii)any other charges payable to the Trust pursuant to this Agreement;

(c)if the Consumers or any of them by their servants agents or visitors shall wilfully damage any meter time switch or works on the premises of the Consumers or any of them or affixed to any installation equipment or transmission line of the Consumers or any of them being the property of the Trust or shall remove or break or otherwise tamper with any seal attached to the Trust's meters time switches or other works or shall fraudulently obtain a supply of electricity from the Trust or if any connection is made between any installation equipment or transmission line of the Consumers or any of them on the Trust's mains by any person other than with the specific authorisation of the Trust.

10.The Trust's responsibility goes no further than the supply of electricity at the points of supply pursuant to this Agreement. The Trust shall not be responsible or liable to the Consumers:

(a)for the repair or replacement of the Consumers' equipment or other installations;

(b)for consequences arising from any failure from any cause whatsoever of any apparatus instrument meter or appliance owned or supplied by the Trust;

or

(c)for consequences arising from any increase or decrease in the voltage or change in the nature of the electricity supplied.

11.The rights and powers of the Trust under this Agreement are additional to and not in derogation or substitution of the statutory and other rights and powers vested in the Trust.

12.The Trust's standard conditions of supply shall not apply to the supply of electricity to the Consumers pursuant to this Agreement.

13.This Agreement shall be governed in all respects by the law of the State of South Australia and the parties submit to the jurisdiction of the Courts of the said State.

EIGHTH SCHEDULE

SPECIAL BUFFER ZONE LEASE (TOWN)

His Excellency the Governor in and over the State of South Australia in the Commonwealth of Australia in conformity with and in exercise of the powers and authorities conferred upon him by the Roxby Downs (Indenture Ratification) Act, 1982, and of all other powers enabling him in that behalf, doth hereby lease to                  (hereinafter referred to as "the Lessees") all that piece of land containing                  square kilometres or thereabouts and situated at                  in the State of South Australia more particularly described and delineated in the plan annexed hereto (hereinafter with any additions thereto called "the land") to be held by the Lessees for a term of twenty one years commencing on the                  day of                  one thousand nine hundred and          until and including the                  day of                  subject to any extension or extensions at a yearly rent of ten cents ($0.10) to be paid in advance SUBJECT ONLY to the covenants and conditions stated below.

COVENANTS

1.The Lessees shall during the term of this lease:

(i)continue to carry out reasonable measures to keep the land free from vermin and pests;

(ii)carry out any necessary planting and take adequate measures to preserve the vegetation on the land, prevent erosion of its surface, and rehabilitate any degradation thereof;

(iii)ensure that the Joint Venturers or any of them or an associated company may construct, operate, maintain and use without restriction such roads railways and other forms of transportation for the proper and efficient conduct of their operations;

(iv)keep in proper repair any substantial fence around the land so as effectually to restrict unauthorized access and ensure camping and permanent occupation does not occur.

2.The Lessees shall not assign sublet charge or encumber the whole or any part of the land or this Lease otherwise than in accordance with the Indenture (as hereinafter defined).

CONDITIONS

3.The Lessees shall be entitled to use the land for the purpose specified in Clause 25 of the Indenture.

4.This Lease may be varied by agreement in writing between the State and the Lessees and not otherwise.

5.An application for extension of this Lease shall be made by the Lessees to the State not less than one month before the expiry of this Lease or any extension hereof.

6.In the construction of this Lease each and every word term or expression also defined or used in the Indenture shall have the same meaning when used in this Lease; words importing one gender shall include other genders; the singular shall include the plural and vice versa; when the context or circumstances require and unless inconsistent with or repugnant to the context the following words shall have the meanings set opposite to them respectively—

"the land" includes any part thereof and any lands substituted therefor;

"the Indenture" means the Indenture dated the                  day of                  1982 and made between the State of South Australia, the Minister of Mines and Energy, Roxby Mining Corporation Pty. Ltd., BP Australia Limited, BP Petroleum Development Limited and Western Mining Corporation Limited as ratified by an Act of the Parliament of the State of South Australia intituled "The Roxby Downs (Indenture Ratification) Act, 1982".

IN WITNESS whereof this Lease has been granted and executed by the State of South Australia.

His Excellency the Governor of South Australia caused the Public Seal of the State to be affixed hereto on the            day of 19           

........................................................................

........................................................................
........................................................................

The Common Seal of the Municipality was hereby affixed on the ...... day of ............ 19 ......

................................................................................................................................................................................ ................................................................................................................................................................................

in the presence of:

Administrator

IN WITNESS WHEREOF of this Indenture has been executed by or on behalf of the parties hereto the day and the year first hereinbefore mentioned.

SIGNED SEALED AND DELIVERED by THE HONOURABLE DAVID OLIVER TONKIN Premier of the State of South Australia for and on behalf of the said State and in the presence of:

M.L.W. BOWERING

DAVID TONKIN

THE COMMON SEAL of THE MINISTER OF MINES AND ENERGY was hereunto affixed by the authority of the Minister and in the presence of:

M.L.W. BOWERING

(L.S.) E.R. GOLDSWORTHY

EXECUTED by ROXBY MINING CORPORATION PTY. LTD. by being signed sealed and delivered in Adelaide by its Attorney under Power who hereby states that he has no notice of revocation of the power pursuant to which this instrument is executed in the presence of:

C.J. WISE

HUGH M. MORGAN

EXECUTED by BP AUSTRALIA LIMITED by being signed sealed and delivered in Adelaide by its Attorney under Power who hereby states that he has no notice of revocation of the power pursuant to which this instrument is executed in the presence of:

M.D. CHANNING

A.W. GORRIE

EXECUTED by BP PETROLEUM DEVELOPMENT LIMITED by being signed sealed and delivered in Adelaide by its Attorney under Power who hereby states that he has no notice of revocation of the power pursuant to which this instrument is executed in the presence of:

M.D. CHANNING

K.R. KEEP

EXECUTED by WESTERN MINING CORPORATION LIMITED by being signed sealed and delivered in Adelaide by its Attorney under Power who hereby states that he has no notice of the revocation of the power pursuant to which this instrument is executed in the presence of:

C.J. WISE

HUGH M. MORGAN

Legislative history

Notes

•Amendments of this version that are uncommenced are not incorporated into the text.

•Please note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.

•Earlier versions of this Act (historical versions) are listed at the end of the legislative history.

•For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or Act and amendments

New entries appear in bold.

Year	No	Title	Assent	Commencement
1982	52	Roxby Downs (Indenture Ratification) Act 1982	21.6.1982	21.6.1982 (Gazette 21.6.1982 p2029)
1996	93	Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 1996	12.12.1996	12.12.1996
1997	79	Roxby Downs (Indenture Ratification) (Aboriginal Heritage) Amendment Act 1997	18.12.1997	18.12.1997
2001	61	Freedom of Information (Miscellaneous) Amendment Act 2001	6.12.2001	s 36 & Sch (cl 2)—1.7.2002 (Gazette 15.1.2002 p184)
2011	11	Statutes Amendment (Personal Property Securities) Act 2011	14.4.2011	Pt 23 (s 55)—uncommenced

Provisions amended

New entries appear in bold.

Entries that relate to provisions that have been deleted appear in italics.

Provision	How varied	Commencement
Pt 1
ss 2 and 3	omitted under Legislation Revision and Publication Act 2002
Pt 2
s 7
s 7(2)	amended by 93/1996 s 3(a)	12.12.1996
(g)—(i) deleted by 93/1996 s 3(a)	12.12.1996
(m) and (n) deleted by 93/1996 s 3(b)	12.12.1996
s 9
s 9(9a)	inserted by 79/1997 s 2(a)	18.12.1997
s 9(12)	deleted by 79/1997 s 2(b)	18.12.1997
s 9(14)	inserted by 79/1997 s 2(c)	18.12.1997
Pt 3
s 12
s 12(8)	inserted by 61/2001 s 36 (Sch cl 2)	1.7.2002
Sch
Indenture
Table of Contents	amended by 93/1996 s 4(1) (Sch cl 1)	12.12.1996
Recital (d)	amended by 93/1996 s 4(1) (Sch cl 2)	12.12.1996
cl 1
cl 1(1)	amended by 93/1996 s 4(1) (Sch cl 3)	12.12.1996
cl 6
cl 6(2)	amended by 93/1996 s 4(1) (Sch cl 4)	12.12.1996
cl 6(3)	amended by 93/1996 s 4(1) (Sch cl 5)	12.12.1996
cl 9
cl 9(1)	amended by 93/1996 s 4(1) (Sch cl 6)	12.12.1996
cl 10
cl 10(1)	amended by 93/1996 s 4(1) (Sch cl 7)	12.12.1996
cl 13
cl 13(3)	amended by 93/1996 s 4(1) (Sch cl 8)	12.12.1996
cl 13(4A)	inserted by 93/1996 s 4(1) (Sch cl 9)	12.12.1996
cl 13(22)	amended by 93/1996 s 4(1) (Sch cl 10)	12.12.1996
cl 13(22A)	inserted by 93/1996 s 4(1) (Sch cl 11)	12.12.1996
cl 13(23)	amended by 93/1996 s 4(1) (Sch cl 12)	12.12.1996
cl 13(26)	substituted by 93/1996 s 4(1) (Sch cl 13)	12.12.1996
cl 13(27)	amended by 93/1996 s 4(1) (Sch cl 14)	12.12.1996
(b) deleted by 93/1996 s 4(1) (Sch cl 14)	12.12.1996
cl 13(29)	inserted by 93/1996 s 4(1) (Sch cl 15)	12.12.1996
cl 18
cl 18(3A)	inserted by 93/1996 s 4(1) (Sch cl 16)	12.12.1996
cl 18(8)	amended by 93/1996 s 4(1) (Sch cl 17)	12.12.1996
cl 18(18)	amended by 93/1996 s 4(1) (Sch cl 18)	12.12.1996
cl 18(21A)	inserted by 93/1996 s 4(1) (Sch cl 19)	12.12.1996
cl 19A	inserted by 93/1996 s 4(1) (Sch cl 20)	12.12.1996
cl 21
cl 21(3)	amended by 93/1996 s 4(1) (Sch cl 21)	12.12.1996
cl 21(5)	amended by 93/1996 s 4(1) (Sch cl 22)	12.12.1996
cl 22
cl 22(2)	amended by 93/1996 s 4(1) (Sch cl 23)	12.12.1996
(i) deleted by 93/1996 s 4(1) (Sch cl 23)	12.12.1996
cl 28
cl 28(1)	cl 28 amended and redesignated as cl 28(1) by 93/1996 s 4(1) (Sch cl 24(a), (b))	12.12.1996
cl 28(2)—(5)	inserted by 93/1996 s 4(1) (Sch cl 24(c))	12.12.1996
cl 30	amended by 93/1996 s 4(1) (Sch cl 26)	12.12.1996
cl 30A	inserted by 93/1996 s 4(1) (Sch cl 25)	12.12.1996
cl 32
cl 32(11)	amended by 93/1996 s 4(1) (Sch cl 28)	12.12.1996
cll 32A and 32B	inserted by 93/1996 s 4(1) (Sch cl 27)	12.12.1996
cl 33	amended by 93/1996 s 4(1) (Sch cl 29)	12.12.1996
cl 34
cl 34(1)	amended by 93/1996 s 4(1) (Sch cl 30)	12.12.1996
cl 34(2)	amended by 93/1996 s 4(1) (Sch cll 31, 32)	12.12.1996
cl 34(3)	amended by 93/1996 s 4(1) (Sch cl 33)	12.12.1996
cl 41
cl 41(1)	amended by 93/1996 s 4(1) (Sch cl 34)	12.12.1996
cl 44	substituted by 93/1996 s 4(1) (Sch cl 35)	12.12.1996
First Sch
cl 9	amended by 93/1996 s 4(1) (Sch cl 36)	12.12.1996
Second Sch
scl (2A)	inserted by 93/1996 s 4(1) (Sch cl 37)	12.12.1996

Historical versions

Reprint No 1—12.12.1996

Reprint No 2—18.12.1997